<PAGE>

                    U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Form 10-KSB/A
                               (Amendment No. 1)


(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from            to

                        Commission File Number 000-22925


                               AmericasBank Corp.
                               ------------------
                 (Name of small business issuer in its charter)

     Maryland                                   52-1948980
     --------                                  -------------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)              Identification No.)


               500 York Road, Baltimore, Maryland            21204
               ----------------------------------           -------
               (Address of principal executive offices)    (Zip Code)

                    Issuer's telephone number: 410-823-0500
                    ---------------------------------------

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Common Stock,
par value $0.01 per share

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X  No
                                                                       -     -

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [  ]


<PAGE>

     The issuer's revenues for its most recent fiscal year were $1,654,000.

     The aggregate market value of the common equity held by non-affiliates was
$1,095,518 as of March 31, 2001, based on a sales price of $4.62 per share of
Common Stock, which is the sales price at which the Common Stock was last traded
on March 31, 2001 as reported by the OTC Bulletin Board. There is no active
public trading market for the Common Stock and the $4.62 per share price may not
be indicative of present value.

     The number of shares outstanding of the issuer's Common Stock was 496,000
as of March 31, 2001.




     Transitional Small Business Disclosure Format (check one):

                                  Yes  __  No  X
                                               -

                                       ii
<PAGE>

                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS.

GENERAL

     AmericasBank Corp. is a bank holding company incorporated under the laws of
the State of Maryland.  AmericasBank Corp.'s business is conducted through its
wholly owned subsidiary, AmericasBank, the deposits of which are insured by the
Federal Deposit Insurance Corporation.  AmericasBank is a community-oriented
financial institution engaged in a general commercial banking business with
particular emphasis on the needs of individuals and small to mid-sized
businesses.  AmericasBank's main office is in Towson, Maryland, and it has a
branch office in Baltimore City, Maryland.  As of December 31, 2000,
AmericasBank Corp. had total assets of $23,855,000.

     As of December 31, 2000, AmericasBank had 12 full time employees.
AmericasBank Corp. does not have any employees.

     AmericasBank Corp.'s executive offices are located at 500 York Road,
Towson, Maryland 21286, and its telephone number is (410) 823-0500.

HISTORY

     AmericasBank Corp. was incorporated under the laws of the State of Maryland
on June 4, 1996, primarily to own all of the outstanding shares of capital stock
of a federal stock savings bank to be named AmericasBank.  On April 15, 1997,
the Office of Thrift Supervision granted AmericasBank Corp. the necessary
approvals to acquire the capital stock of AmericasBank and to become a savings
and loan holding company of AmericasBank.  AmericasBank Corp. acquired all of
AmericasBank's capital stock and AmericasBank opened as a federal stock savings
bank on December 1, 1997, with one office in Baltimore City, Maryland.

     Effective as of December 1, 1997, AmericasBank also purchased certain
assets and assumed certain deposit liabilities primarily related to the
Baltimore, Maryland branch office of Rushmore Trust and Savings, FSB, located at
3621 East Lombard Street, Baltimore, Maryland 21224.

     On September 20, 1999, AmericasBank (i) converted from a federal stock
savings bank to a Maryland chartered trust company exercising the powers of a
commercial bank; (ii) became a member bank of the Federal Reserve System; and
(iii) opened a Towson office, with that office becoming AmericasBank's main
office location and the Baltimore City office becoming a branch office.  In
addition, AmericasBank Corp. became a bank holding company under the Holding
Company Act of 1956, as amended.

     AmericasBank converted from a federal stock savings bank to a Maryland
chartered trust company in order to provide it with additional operating
flexibility and to enhance its ability to provide a broader range of banking
products and services to its community.  Specifically, AmericasBank's status as
a federal stock savings bank limited its ability to originate non-residential
mortgage loans.

                                       1
<PAGE>

STRATEGY

     AmericasBank's objective is to create a customer-driven financial
institution focused on providing value to customers by delivering products and
services matching its customers' needs.

     The banking industry in AmericasBank's market areas has experienced
substantial consolidation in recent years.  Many of the locally owned or managed
financial institutions have either been acquired by large regional bank holding
companies or have been consolidated into branches.  This consolidation has been
accompanied by increasing fees for bank services, the dissolution of local
boards of directors, management and personnel changes and, in the perception of
management, a decline in the level of customer service.  With recent changes in
banking regulations, this type of consolidation is expected to continue.
Management believes that customers will be drawn to a locally owned and managed
institution that demonstrates an active interest in its customers and their
business and personal financial needs.

     Management also believes that an effect of banking industry consolidations
is an increasing local demand for commercial loans offered by a community-
oriented financial institution.  Accordingly, beginning in 1999, AmericasBank
refocused its lending strategy from one aimed toward long-term fixed-rate
residential mortgage loans to a strategy focused on aggressively competing for
quality commercial loans and adjustable rate residential mortgage loans.  To a
degree, the prior lending strategy was related to the loans acquired from
Rushmore Trust and Savings, FSB, which generally were long-term fixed rate
residential mortgage loans.  AmericasBank's conversion to a Maryland chartered
trust company with commercial bank powers was a necessary precondition to its
ability to pursue this refocused lending strategy because Maryland chartered
trust companies, unlike federal stock savings banks, are not limited in the
number or amount of non-mortgage loans that they are permitted to make.  The
refocused lending strategy also will assist AmericasBank in reducing its
interest rate risk as it originates shorter term and adjustable rate loans.

     AmericasBank intends to pursue a strategy of long term growth by competing
for loans and deposits in its market areas and by opening additional branches,
either through internal growth or through acquisitions of existing financial
institutions or branches thereof.  AmericasBank's ability to expand internally
by establishing new branch offices will be dependent on the ability to identify
advantageous locations for such branches and to fund the development of new
branches.  The ability to grow through selective acquisitions of other financial
institutions or branches of such institutions will be dependent on successfully
identifying, acquiring and integrating such institutions or branches.
Furthermore, the success of the branch expansion strategy will be dependent upon
AmericasBank's access to capital, its ability to attract and train or retain
qualified employees and its ability to obtain regulatory approvals.  The branch
expansion strategy anticipates losses from branch operations until such time as
branch deposits and the volume of other banking business reach the levels
necessary to support profitable branch operations.  At this time AmericasBank
Corp. and AmericasBank have no specific plans regarding new branch offices or
acquisitions of existing financial institutions or branches thereof.

                                       2
<PAGE>

LOCATION AND SERVICE AREA

     AmericasBank operates from a main office located at 500 York Road, Towson,
Maryland 21204, and from a branch office located at 3860 East Lombard Street,
Baltimore, Maryland 21224.  Towson, Maryland is the county seat of Baltimore
County, Maryland.  AmericasBank draws most of its customer deposits and conducts
most of its lending transactions from the areas surrounding its offices as well
as from the Baltimore metropolitan area.

     The York Road property, which is owned by AmericasBank, contains
approximately 2,700 square feet of retail banking space on the first floor,
approximately 1,800 square feet of office space on the second floor and
approximately 2,500 square feet of retail office space on the basement level.
Until July 1997, this property was utilized as a branch of Bank of America,
which was then known as NationsBank.  AmericasBank has historically leased the
basement level office space and approximately 700 square feet of the second
floor office space.  Both spaces are currently vacant and AmericasBank is
seeking new tenants.

     The East Lombard Street property, which is leased by AmericasBank Corp.,
contains approximately 1,400 square feet in a retail shopping strip mall.
AmericasBank has operated from this location since October 2000. Previously,
AmericasBank had operated from a converted rowhome located at 3621 East Lombard
Street, Baltimore, MD 21224, that had served the community as a bank since 1927.
Because of needed repairs and other inadequacies, AmericasBank determined that a
relocation from the rowhome to the shopping center located one block away would
provide the branch with better facilities and greater prospects for deposit
growth. The new facility offers better parking, more lighting, greater security,
an ATM machine and a night depository.

BANKING SERVICES

     AmericasBank offers a full range of deposit services that are typically
available in most banks and savings and loan associations, including checking
accounts, several types of savings accounts (including statement savings,
passbook deposit, insured investment and Christmas Club accounts), money market
accounts and certificates of deposit.  All deposit accounts are insured by the
Federal Deposit Insurance Corporation up to the maximum amount allowed by law
(generally, $100,000 per depositor subject to aggregation rules).  AmericasBank
solicits these accounts from individuals, businesses, associations and
organizations.

     AmericasBank offers a full range of short- to medium-term commercial and
personal loans.  Commercial loans include loans for the acquisition of
commercial real estate and secured and unsecured loans for working capital,
business expansion and the purchase of equipment and machinery.  Consumer loans
include secured and unsecured loans for, among other things, automobile
financing.  AmericasBank also originates and holds or sells into the secondary
market fixed and variable rate residential mortgage loans and originates
residential real estate construction loans.

     AmericasBank offers individual retirement accounts, direct deposit of
payroll and social security checks and automatic drafts for various accounts to
its customers.  AmericasBank also offers its customers travelers' checks, money
orders, debit cards and, from its Towson location, safe deposit boxes.
AmericasBank participates in the HONOR Automatic Teller Machine Network at
locations throughout the United States, through which Bank customers can gain
access to their accounts at any time.  AmericasBank currently owns two automatic
teller

                                       3
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machines, which are located at each of its locations. As of December 31, 2000,
approximately 27 automatic teller machines owned by Network Processing, LLC,
were branded with AmericasBank's name through an agreement between AmericasBank
and Network Processing, LLC. Although AmericasBank receives no revenues from the
branded machines, AmericasBank customers may use the branded machines for no
charge. Subject to regulatory approval, during 2001, AmericasBank intends to
offer its customers telephone banking, and in the future, may offer cash
management services and Internet banking.

LENDING ACTIVITIES

     General.  At December 31, 2000, the net loan portfolio totaled $17,935,000,
     -------
representing approximately 75% of AmericasBank Corp.'s total assets of
$23,855,000.  The categories of loans in the loan portfolio are real estate -
first mortgages, real estate - second mortgages and home equity loans,
commercial - real estate secured, commercial - not real estate secured, real
estate construction and consumer.

     AmericasBank's ability to originate loans is dependent upon the relative
customer demand, which is affected by the current and expected future level of
interest rates.  Interest rates are affected by the demand for loans and the
supply of money available for lending purposes and the rates offered by
competitors.  Among other things, these factors are, in turn, affected by
economic conditions, monetary policies of the federal government, including the
Board of Governors of the Federal Reserve System, and legislative tax policies.

     Loan Portfolio Composition.  The following table sets forth AmericasBank's
     --------------------------
loans by major categories as of December 31, 2000 and 1999.

<TABLE>
<CAPTION>
                                                            DECEMBER 31, 2000                 DECEMBER 31, 1999
                                                        BALANCE            % MIX          BALANCE           % MIX

Loan Portfolio Composition:
---------------------------------------
<S>                                                 <C>               <C>              <C>             <C>
Real estate - first mortgages                            $ 7,748,000        42.5%          $4,767,000        55.5%
Real estate - second mortgages and                         2,220,000        12.2%
 home equity                                                                                  519,000         6.0%

Commercial - real estate secured                           5,236,000        28.7%           2,639,000        30.7%
Real estate construction                                   1,508,000         8.3%              22,000         0.2%
Commercial - not real estate                                 300,000
 secured                                                                     1.6%             134,000         1.6%

Consumer                                                   1,181,000         6.5%             470,000         5.5%
Unamortized loan premium                                      40,000         0.2%              43,000         0.5%
                                                         -----------       -----           ----------   ---------
Total loans receivable                                    18,233,000       100.0%           8,594,000      100.0%
  Less:
  Unearned Income                                             25,000                           16,000
  Allowance for Loan Loss                                    273,000                          138,000
                                                         -----------                       ----------
Net loans receivable                                     $17,935,000                       $8,440,000
                                                         ===========                       ==========
</TABLE>


     Secured Residential Real Estate Loans.  AmericasBank offers fixed-rate and
     -------------------------------------
adjustable-rate mortgage loans primarily secured by one-to-four family
residences, with maturities up to 30 years.  All one-to-four family loans
originated by AmericasBank are underwritten in accordance with GNMA, FNMA or
FHLMC standards.  AmericasBank originates loans for both owner

                                       4
<PAGE>

occupied and non-owner occupied (investor) residential properties. Non-owner
occupied residential mortgage loans generally carry a higher degree of credit
risk than owner occupied residential mortgage loans. As indicated above, as part
of AmericasBank's refocused lending strategy, AmericasBank intends to compete
aggressively for adjustable rate residential mortgage loans.

     AmericasBank seeks to sell fixed rate conforming residential mortgage loans
in the secondary market.  AmericasBank may retain in its portfolio or sell its
adjustable rate mortgage loans.

     AmericasBank also offers fixed-rate and adjustable-rate home equity and
second trust loans, primarily secured by one-to-four family, owner-occupied
residences.  AmericasBank employs similar underwriting standards in making home
equity and second trust loans as those utilized in making residential mortgage
loans.

     Commercial Loans.  In general, AmericasBank's commercial loans can be
     ----------------
categorized in one of two categories, with the second category having two sub-
categories.  The two categories are (i) commercial loans for the purchase of
commercial real estate or multi-family residential real estate (five units or
more) and (ii) commercial business loans.  The commercial business loan category
is subdivided into (i) loans secured by real estate and (ii) loans not secured
by real estate.

     Commercial real estate and multi-family loans are generally larger and
present a greater degree of risk than residential mortgage loans.  Because
payments on loans secured by commercial real estate and multi-family properties
are often dependent on the successful operation or management of the properties,
repayment of such loans may be subject to a greater extent to adverse conditions
in the real estate market or in the economy.  In reaching a decision on whether
to make a commercial real estate or multi-family loan, AmericasBank considers a
number of factors, including market conditions, the net operating income of the
mortgaged premises before debt service and depreciation, the debt service ratio
(the ratio of net operating income to debt service) and the ratio of loan amount
to appraised value.

     Unlike residential mortgage loans, which generally are made on the basis of
the borrower's ability to make repayment from his or her employment and other
income, and which are secured by real property whose value tends to be more
easily ascertainable, commercial business loans are of higher risk and typically
are made on the basis of the borrower's ability to make repayment from the cash
flow of the borrower's business.  As a result, the availability of funds for the
repayment of commercial business loans may be substantially dependent on the
success of the business itself.  Furthermore, the collateral securing the loans
may depreciate over time, may be difficult to appraise and may fluctuate in
value based on the success of the business.  In general, AmericasBank will
attempt to limit this risk by requiring that all of its commercial business
loans be secured by the real property where the business is located or by the
personal residences of the businesses' owners.

     Real Estate Construction.  AmericasBank seeks to originate, on a case-by-
     ------------------------
case basis, loans for the construction of one-to-four family, owner-occupied
residential properties located in its market area.  Presently, AmericasBank does
not intend to originate real estate acquisition, development or construction
loans to builders or developers.

                                       5
<PAGE>

     Construction loans generally are considered to involve a higher degree of
credit risk than residential mortgage loans.  Risk of loss on a construction
loan is dependent largely upon the accuracy of the initial estimate of the
property's value at completion of construction compared to the estimated cost
(including interest) of construction.  If the estimate of value proves to be
inaccurate, AmericasBank would be confronted with a project, when completed,
having a value that is insufficient to ensure full repayment.  AmericasBank
seeks to minimize these risks through its underwriting standards.

     Consumer Loans.  AmericasBank offers a variety of consumer loans, primarily
     --------------
consisting of fixed rate installment loans secured by automobiles or by deposits
at AmericasBank.

     Consumer loans may entail greater credit risk than do residential mortgage
loans, particularly in the case of consumer loans that are unsecured or secured
by rapidly depreciable assets, such as automobiles.  In such cases, any
repossessed collateral for a defaulted consumer loan may not provide an adequate
source of repayment of the outstanding loan balance as a result of the greater
likelihood of damage, loss or depreciation.  In addition, consumer loan
collections are dependent on the borrower's continuing financial stability, and
therefore are more likely to be affected by adverse personal circumstances.
Furthermore, the application of various federal and state laws, including
bankruptcy and insolvency laws, may limit the amount that can be recovered on
such loans.  AmericasBank seeks to minimize these risks through its underwriting
standards.

     Marketing and Procedures for Loan Approvals.  AmericasBank's lending
     -------------------------------------------
activity is currently conducted from its offices by its employees, officers and
directors through customer calls and the personal contacts of these individuals.
AmericasBank also looks to its current borrowers for opportunities to develop
new business.

     AmericasBank's lending is subject to written underwriting standards and to
loan origination procedures.  Decisions on loan applications are made on the
basis of detailed applications and, where applicable, property valuations.  The
loan applications are designed primarily to determine the borrower's ability to
repay and the more significant items on the applications are verified through
use of credit reports, financial statements, tax returns and/or confirmations.

     AmericasBank generally requires title insurance on its secured real estate
loans as well as fire and extended coverage casualty insurance in amounts at
least equal to the principal amount of the loan or the value of improvements on
the property, depending on the type of loan.  AmericasBank requires flood
insurance to protect the property securing its interest when the property is
located in a flood plain.

Competition

     The Baltimore metropolitan area is a highly competitive market for
financial services and AmericasBank faces intense competition both in making
loans and in attracting deposits.  AmericasBank faces direct competition from a
significant number of financial institutions operating in AmericasBank's market
area, many with a statewide or regional presence and in some cases a national
presence.  In addition, AmericasBank competes with other community banks in its
market area that have substantially the same business philosophy and strategy as
AmericasBank. Furthermore, pursuant to recently enacted legislation, insurance
companies, securities brokers and other non-bank entities or their affiliates
may now provide services that

                                       6
<PAGE>

historically have been considered banking in nature. Many of these institutions
have been in business for many years, have established customer bases, are
significantly larger and have greater financial resources than AmericasBank, and
are able to offer services that AmericasBank is not able to offer. In addition,
AmericasBank faces competition for deposits and loans from non-bank institutions
such as brokerage firms, credit unions, insurance companies, money market mutual
funds and private lenders.

SUPERVISION AND REGULATION

     AmericasBank is supervised at the state level by the Maryland Commissioner
of Financial Regulation and at the federal level by the Federal Reserve Board.
AmericasBank is also a member of the Federal Home Loan Bank of Atlanta.  The
Federal Reserve Board is the primary supervisor of AmericasBank Corp.

    The following references to the laws and regulations under which
AmericasBank and AmericasBank Corp. are regulated are brief summaries thereof,
do not purport to be complete, and are qualified in their entirety by reference
to such laws and regulations.  We cannot predict the nature or the extent of the
effect on our business and earnings that new federal or state legislation may
have in the future.

     AmericasBank Corp.
     ------------------

    Federal Bank Holding Company Regulation.  AmericasBank Corp. is registered
as a bank holding company under the Bank Holding Company Act of 1956, as amended
("Act"). As such, AmericasBank Corp. is subject to regulation and examination by
the Federal Reserve Board, and is required to file quarterly and annual reports
and any additional information that the Federal Reserve Board may require
pursuant to the Act.

     The status of AmericasBank Corp. as a registered bank holding company under
the Bank Holding Company Act does not exempt it from certain federal and state
laws and regulations applicable to corporations generally, including, without
limitation, certain provisions of the federal securities laws.   With various
exceptions, AmericasBank Corp. is prohibited from acquiring direct or indirect
ownership or control of more than 5% of any class of the voting shares of any
company which is not a bank or bank holding company and from engaging in any
business other than that of banking or of managing or controlling banks or of
furnishing services to, or performing services for, AmericasBank.  The Act and
Regulations promulgated under the Act require prior approval of the Board of
Governors of the Federal Reserve System of the acquisition by AmericasBank Corp.
of more than 5% of any class of the voting shares of any additional bank.

    Unless it chooses to become a financial holding company, as further
described below, a bank holding company generally is prohibited from acquiring
control of any voting shares of any company which is not a bank or bank holding
company and from engaging directly or indirectly in any activity other than
banking, or managing or controlling banks or furnishing services for its
authorized subsidiaries.  There are limited exceptions. A bank holding company
may, for example, engage in activities that the Federal Reserve Board has
determined by order or regulation to be so closely related to banking or
managing or controlling banks as to be "properly incident thereto." In making
such a determination, the Federal Reserve Board is required to consider whether
the performance of such activities can reasonably be expected to produce
benefits to the public, such as convenience, increased competition or gains in
efficiency, which

                                       7
<PAGE>

outweigh possible adverse effects, such as undue concentration of resources,
decreased or unfair competition, conflicts of interest or unsound banking
practices. The Federal Reserve Board is also empowered to differentiate between
activities commenced de novo and activities commenced by the acquisition, in
whole or in part, of a going concern. Some of the activities that the Federal
Reserve Board has determined by regulation to be closely related to banking
include servicing loans, performing certain data processing services, acting as
a fiduciary, investment or financial advisor, and making investments in
corporations or projects designed primarily to promote community welfare.

    Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by statute on any extensions of credit to the bank holding
company or any of its subsidiaries, or investments in their stock or other
securities, and on taking such stock or securities as collateral for loans to
any borrower. Furthermore, a bank holding company and any subsidiary bank are
prohibited from engaging in certain tie-in arrangements in connection with the
extension of credit. In 1997, the Federal Reserve Board adopted amendments to
its Regulation Y, creating exceptions to the Bank Holding Company Act's anti-
tying prohibitions that give bank subsidiaries of holding companies greater
flexibility in packaging products and services with their affiliates.

    In accordance with Federal Reserve Board policy, AmericasBank Corp. is
expected to act as a source of financial strength to AmericasBank and to commit
resources to support AmericasBank in circumstances in which AmericasBank Corp.
might not otherwise do so absent such a policy. The Federal Reserve Board may
require a bank holding company to terminate any activity or relinquish control
of a non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the
Federal Reserve Board's determination that such activity or control constitutes
a serious risk to the financial soundness or stability of any subsidiary
depository institution of the bank holding company. Furthermore, federal bank
regulatory authorities have additional discretion to require a bank holding
company to divest itself of any bank or non-bank subsidiary if the agency
determines that divestiture may aid the depository institution's financial
condition.

    Effective March 11, 2000, pursuant to authority granted under the Graham-
Leach-Bliley Act ("GLBA"), a bank holding company may elect to become a
financial holding company and thereby engage in a broader range of financial and
other activities than are permissible for traditional bank holding companies. In
order to qualify for the election, all of the depository institution
subsidiaries of the bank holding company must be well capitalized and well
managed, as defined by regulation, and all of its depository institution
subsidiaries must have achieved a rating of satisfactory or better with respect
to meeting community credit needs.

     Pursuant to the GLBA, financial holding companies will be permitted to
engage in activities that are "financial in nature" or incidental or
complementary thereto, as determined by the Federal Reserve Board. The GLBA
identifies several activities as "financial in nature," including, among others,
insurance underwriting and agency, investment advisory services, merchant
banking and underwriting, and dealing or making a market in securities. Being
designated a financial holding company will allow insurance companies,
securities brokers and other types of financial companies to affiliate with
and/or acquire depository institutions.  AmericasBank Corp. does not intend at
this time to become a financial holding company.

    The Federal Reserve Board imposes risk-based capital measures on bank
holding companies in order to insure their capital adequacy.  As a bank holding
company with less than $150,000,000 in assets, AmericasBank Corp. is currently
exempt from most of these risk-based

                                       8
<PAGE>

capital measures. However, the Federal Reserve Board still requires that
AmericasBank Corp. remain adequately capitalized and have the ability to retire
any debt within 25 years from the date it is incurred.

    State Bank Holding Company Regulation.  AmericasBank Corp. is a Maryland-
chartered bank holding company and is therefore subject to various restrictions
on its activities as set forth in Maryland law, in addition to those
restrictions set forth in federal law.

    Under Maryland law, an existing bank holding company that desires to acquire
a Maryland state-chartered bank or trust company, a federally-chartered bank
with its main office in Maryland, or a bank holding company that has its
principal place of business in Maryland, must file an application with the
Maryland Commissioner of Financial Regulation. In approving the application, the
Maryland Commissioner of Financial Regulation must consider whether the
acquisition may be detrimental to the safety and soundness of the entity being
acquired or whether the acquisition may result in an undue concentration of
resources or a substantial reduction in competition in Maryland. The Maryland
Commissioner of Financial Regulation may not approve an acquisition if, on
consummation of the transaction, the acquiring company, together with all its
insured depository institution affiliates, would control 30% or more of the
total amount of deposits of insured depository institutions in Maryland. The
Maryland Commissioner of Financial Regulation has authority to adopt by
regulation a procedure to waive this requirement for good cause.  In a
transaction for which the approval of Maryland's Commissioner of Financial
Regulation is not required due to an exemption under Maryland law, or for which
federal law authorizes the transaction without application to the Maryland
Commissioner of Financial Regulation, the parties to the acquisition must
provide written notice to the Maryland Commissioner of Financial Regulation at
least 15 days before the effective date of the acquisition.

     AmericasBank.
     ------------

     General. AmericasBank is a Maryland chartered trust company exercising the
powers of a Maryland chartered commercial bank.  AmericasBank does not exercise
trust powers and its regulatory structure is the same as Maryland chartered
commercial banks.  AmericasBank is a member of the Federal Reserve System and
the Bank Insurance Fund of the Federal Deposit Insurance Corporation insures its
deposit accounts.  AmericasBank is subject to regulation, supervision and
regular examination by the Maryland Commissioner of Financial Regulation and the
Federal Reserve Board.  The laws and regulations governing AmericasBank
generally have been promulgated to protect depositors and the deposit insurance
funds, and not for the purpose of protecting stockholders.

     The Maryland Commissioner of Financial Regulation is required to regularly
examine each state chartered bank.  The approval of the Maryland Commissioner of
Financial Regulation is required to establish or close branches, to merge with
another bank, to issue stock or to undertake many other activities. Any Maryland
bank that does not operate in accordance with the regulations, policies and
directives of the Maryland Commissioner of Financial Regulation is subject to
sanctions. The Maryland Commissioner of Financial Regulation may, under certain
circumstances, suspend or remove directors or officers of a bank who have
violated the law, conducted a bank's business in a manner that is unsafe,
unsound or contrary to the depositors' interests, or been negligent in the
performance of their duties.

                                       9
<PAGE>

    The GLBA authorizes expanded activities for state member banks, but requires
(with the exception of underwriting municipal revenue bonds and other state and
local obligations) that any expanded activities be conducted in a new entity
called a "financial subsidiary" that is a subsidiary of the bank rather than the
bank itself.  A financial subsidiary may engage in any activities in which a
financial holding company or a financial holding company's non-bank subsidiaries
may engage, except that a financial subsidiary may not underwrite most
insurance, engage in real estate development or conduct merchant banking
activities.  A financial subsidiary may be established through acquisition or de
novo.  AmericasBank does not currently intend to establish a financial
subsidiary.

    Maryland has enacted a parity act or so called "wild card" statute, the
purpose of which is to place Maryland commercial banks on parity with national
banks.  Thus, any activity that may be engaged in by a national bank would also
be available to a Maryland commercial bank.  Some of these activities may
require the prior approval of the Maryland Commissioner of Financial Regulation.

ITEM 2.    DESCRIPTION OF PROPERTY.

     AmericasBank Corp. and AmericasBank's principal offices are located at 500
York Road, Towson, Maryland 21204, and its telephone number is (410) 823-0500.
The 500 York Road property, which is owned by AmericasBank, contains
approximately 2,700 square feet of retail banking space on the first floor,
approximately 1,800 square feet of office space on the second floor and
approximately 2,500 square feet of retail office space on the basement level.
Until July 1997, the property had been utilized as a branch of Bank of America,
which was then known as NationsBank.  This property was purchased from
NationsBank for $625,000, and as of December 31, 2000, the property and capital
improvements had a book value of $582,000.  AmericasBank Corp. pays all taxes on
this property and maintains adequate liability and fire insurance.

     AmericasBank leases the basement level office space and 700 square feet of
the second floor office space for an annual aggregate rent of $30,900.  Both
spaces are currently vacant and AmericasBank is seeking new tenants.

     The East Lombard Street property, which is leased by AmericasBank Corp.,
contains approximately 1,400 square feet in a retail shopping strip mall.
Previously, AmericasBank had operated from a converted row home located at 3621
East Lombard Street, Highlandtown, MD 21224, that had served the community as a
bank since 1927. This new location offers more parking, greater security, an ATM
and a night depository.  In November 2000, AmericasBank sold the row home  and
netted a $4,000 gain from the transaction.

     The lease on the East Lombard property commenced October 18, 2000. The
leased space is contained within the Highlandtown Village Shopping Center, and
is managed by Landmark Properties, Inc., 4848 Route 8, Unit 2, Allison Park, PA
15101. The lease term extends for five years beginning November 1, 2000, with
two options to extend the lease for five additional years each. The lease
schedule for the first five years is as follows:

                                       10
<PAGE>

  Years ending December 31,

  2001     $15,730 per anum
  2002      15,730
  2003      16,445
  2004      16,803
  2005      17,517

     In addition to rental payments, AmericasBank is obligated to the landlord
for a prorated share of property taxes and common area maintenance. For 2001, it
is estimated that AmericasBank's prorated costs will be approximately $6,500.

ITEM 3.  LEGAL PROCEEDINGS

     There are no pending legal proceedings to which AmericasBank Corp. or
AmericasBank is a party or to which any of their properties are subject, nor are
there proceedings known to AmericasBank Corp. or AmericasBank to be contemplated
by any governmental authority.  There are no material proceedings known to
AmericasBank Corp. or AmericasBank, pending or contemplated, in which any
director, officer or affiliate or any principal security holder of AmericasBank
Corp. or AmericasBank is a party adverse to AmericasBank Corp. or AmericasBank
or has a material interest adverse to AmericasBank Corp. or AmericasBank.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          No matter was submitted during the fourth quarter of the fiscal year
ended December 31, 2000 to a vote of security holders of AmericasBank Corp.

                                       11
<PAGE>

                                    PART II

ITEM 5.   MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

        (a)  To date, there has been no established active public trading market
for AmericasBank Corp.'s Common Stock, although the Common Stock is quoted on
the OTC Bulletin Board and reported in the National Daily Quotation Bureau "Pink
Sheets" under the symbol "AMBB." There can be no assurance that an active public
trading market will develop in the future.

  The following table shows, for the periods indicated, the high and low bid
quotations per share of transactions in AmericasBank Corp.'s Common Stock as
reported on the OTC Bulletin Board.  The following prices represent inter-dealer
prices without retail markups, markdowns or commissions and may not represent
actual transactions.
<TABLE>
<CAPTION>


            1999 Quarter Ended:                 High    Low
<S>                                           <C>     <C>

                  March 31, 1999              $10.00  $10.00
                  June 30, 1999                10.50   10.00
                  September 30, 1999           10.50   10.00
                  December 31, 1999            10.00    6.00

            2000 Quarter Ended:                 High    Low

                  March 31, 2000              $ 8.00  $ 5.00
                  June 30, 2000               $ 8.00  $ 5.00
                  September 30, 2000          $ 5.88  $ 4.00
                  December 31, 2000           $ 7.25  $ 5.00

</TABLE>
     (b) AmericasBank Corp.'s Common Stock was held by approximately 282 holders
of record as of December 31, 2000.

     (c) AmericasBank Corp. has never declared cash dividends on its Common
Stock.  AmericasBank Corp.'s current policy is to retain any earnings to provide
funds to operate and expand AmericasBank Corp.  Consequently, there are no plans
for any cash dividends to be paid on the Common Stock in the near future.
AmericasBank Corp.'s ability to pay cash dividends to its shareholders in the
future will depend primarily on AmericasBank's ability to pay cash dividends to
AmericasBank Corp.  The payment of dividends by AmericasBank may be made only if
AmericasBank is in compliance with certain applicable regulatory requirements
governing the payment of dividends.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS.

GENERAL

     The principal objective of this financial review is to provide a discussion
and an overview of the financial condition and results of operations of
AmericasBank Corp. and AmericasBank

                                       12
<PAGE>

for the years ended December 31, 2000 and 1999. This discussion should be read
in conjunction with the accompanying financial statements and related notes as
well as other statistical information included elsewhere in this annual report.
References to AmericasBank Corp. in this discussion may include AmericasBank
Corp. and AmericasBank's consolidated operations.

     AmericasBank Corp. was incorporated as a Maryland corporation on June 4,
1996, to become a one-bank holding company by acquiring all of the capital stock
of AmericasBank, a federal stock savings bank, upon its formation.  AmericasBank
commenced business on December 1, 1997 and, on that date, acquired certain
assets and assumed certain liabilities primarily related to the Baltimore,
Maryland branch office of Rushmore Trust & Savings, FSB.   AmericasBank Corp.'s
only business activity since AmericasBank's formation has been the ownership and
operation of AmericasBank.

     On September 20, 1999, AmericasBank converted from a federal stock savings
bank to a Maryland chartered trust company exercising the powers of a commercial
bank.  As part of and contemporaneous with the conversion, AmericasBank opened
an office in Towson, Maryland, which became AmericasBank's main office location,
and AmericasBank's then sole location, in Baltimore City, Maryland, became a
branch of AmericasBank.  AmericasBank is a member of the Board of Governors of
the Federal Reserve System and the Federal Deposit Insurance Corporation insures
its deposits.  AmericasBank is engaged in a general commercial banking business,
emphasizing in its marketing AmericasBank's local management and ownership.
AmericasBank does not provide trust services.

     To acquire the regulatory capital necessary to convert to a Maryland
chartered trust company and to obtain the regulatory approval necessary to open
a Towson office, AmericasBank Corp. commenced a second public offering (the
"Offering") on October 9, 1998, of a minimum of 125,000 units and a maximum of
312,500 units at a price of $12.00 per unit, each unit consisting of one share
of AmericasBank Corp.'s Common Stock and one Common Stock purchase warrant.  The
Offering terminated on March 31, 1999 and AmericasBank Corp. sold 196,000 units
in the Offering.  After the payment of Offering expenses, AmericasBank Corp.
received approximately $2,113,000 of net offering proceeds.

     AmericasBank offers a full range of deposit services that are typically
available in most banks and savings and loan associations, including checking
accounts, several types of savings accounts, money market accounts and
certificates of deposits.  AmericasBank offers a full range of short- to medium-
term commercial and personal loans and originates and holds or sells into the
secondary market fixed and variable rate mortgage loans.  AmericasBank also
originates residential real estate construction loans.  Beginning in 1999,
AmericasBank refocused its lending strategy from one aimed toward long-term
fixed-rate residential mortgage loans to a strategy focused on aggressively
competing for quality commercial loans and adjustable rate residential mortgage
loans.

     Other bank services include individual retirement accounts, safe deposit
boxes (from its Towson location), travelers' checks, money orders, debit cards,
direct deposit of payroll and social security checks, and automatic drafts for
various accounts.  AmericasBank also participates in the HONOR Automatic Teller
Machine Network at locations throughout the United States.

                                       13
<PAGE>

OVERVIEW
--------

     AmericasBank Corp. experienced a loss of approximately $558,000 for the
year ended December 31, 2000, which was a decrease from the $598,000 loss
incurred for the year ended December 31, 1999.  During 2000, total assets grew
approximately 58%, from $15,101,000 to $23,855,000, total loans grew
approximately 112% from $8,594,000 to $18,208,000 and total deposits grew
approximately 87% from $10,925,000 to $20,419,000.

     For the year ended December 31, 2000, AmericasBank Corp.'s return on assets
(net loss divided by average total assets) was (2.72%), its return on equity
(net loss divided by average equity) was (15.49%), and its equity to assets
ratio (average equity divided by average total assets) was 17.58%.  For the year
ended December 31, 1999, AmericasBank Corp.'s return on assets was (4.16%), its
return on equity was (15.27%), and its equity to assets ratio was 27.27%.

     Management attributes the loss in 2000 to expenses associated with the
expanded operations in the Towson location and increased management costs. The
Towson location was opened in September 1999, and has grown from $626,000 in
deposits as of December 31, 1999 to $9,160,000 as of December 31, 2000. Much of
this growth has occurred in time deposits as management has sought ways to
maintain pace with loan growth. Management had anticipated the challenge of
growing core deposits, and anticipated that the need for loan growth funding
would be met through the addition of time deposits. The cost of funds associated
with time deposits is considerably higher than that of transactional accounts.

     In addition to the costs associated with operating the Towson location,
AmericasBank's management costs have also increased. Two new officers were added
to AmericasBank during 1999, a senior lending officer and a chief financial
officer, in order to manage the growth strategy of the organization.
Additionally, two new administrative staff positions were added in 2000 to
further support the growing needs of the organization, while one branch position
was eliminated.

                                       14
<PAGE>

     Overall, AmericasBank has realized 58% asset growth during 2000 but only a
6.7% reduction in net losses. This is primarily due to additional personnel
costs in 2000, and the diminished net interest margin as management has funded
growth through high interest funding sources. Future profitability will depend
on whether AmericasBank is successful in fulfilling its future funding needs
through the addition of non-time deposits and, in light of the recent departure
of two executive officers, as further described below, its ability to hire a new
management team.

SUBSEQUENT EVENTS
-----------------

     On March 16, 2001, Steven T. Hudson, resigned, effective as of March 30,
2001, as the chief financial officer of AmericasBank Corp. and AmericasBank.
Mr. Hudson resigned in order to pursue other opportunities at another financial
institution. AmericasBank Corp. and AmericasBank are currently seeking to hire a
new chief financial officer.  AmericasBank Corp. and AmericasBank do not
anticipate incurring any additional costs as a result of hiring a new chief
financial officer; however, there can be no assurances that they will be able to
hire a new chief financial officer without incurring additional costs.
AmericasBank Corp. and AmericasBank have appointed Larry D. Ohler as interim
chief financial officer until a permanent replacement is hired. Mr. Ohler
currently is a director and treasurer of AmericasBank Corp. and AmericasBank.
Mr. Ohler is a certified public accountant and has provided financial consulting
services to several private investors since February 1999. Previously, Mr. Ohler
served for over 14 years as the Chief Financial Officer of PATS, Inc., an
aircraft equipment manufacturer.


     On April 12, 2001, Richard J. Hunt, Jr. resigned, effective immediately, as
president and as a director of AmericasBank and as senior executive vice
president of AmericasBank Corp. due to differences with the board of directors
regarding the management of AmericasBank.  AmericasBank is currently seeking to
hire a new president.  AmericasBank does not anticipate incurring any additional
costs as a result of hiring a new president; however, there can be no assurances
that they will be able to hire a new president without incurring additional
costs.  AmericasBank has appointed Patricia D'Alessandro as interim president.
Ms. D'Alessandro previously served as president of AmericasBank from December
1997 until September 1998. Since September 1998 until her recent appointment,
Ms. D'Alessandro has served as executive vice president of AmericasBank. Prior
to working for AmericasBank, Ms. D'Alessandro served over 6 years as a vice
president of Rushmore Trust and Savings, FSB.

NET INTEREST INCOME / MARGINS
-----------------------------

     Net interest income, the amount by which interest income on interest-
earning assets exceeds interest expense on interest-bearing liabilities, is the
most significant component of AmericasBank Corp.'s earnings.  Net interest
income is a function of several factors, including changes in the volume and mix
of interest-earning assets and funding sources and market interest rates. While
management policies influence these factors, external forces, including customer
needs and demands, competition, the economic policies of the federal government
and the monetary policies of the Federal Reserve Board, are also important.

     The following table sets forth, for the periods indicated, information
regarding the average balances of interest-earning assets and interest-bearing
liabilities, the amount of interest income and interest expense and the
resulting yields on average interest-earning assets and rates paid on average
interest-bearing liabilities. Average balances are also provided for
noninterest-earning assets and noninterest-bearing liabilities.

                                       15
<PAGE>

<TABLE>
<CAPTION>
Average Balances - Yields and Rates
-----------------------------------------------

                                                               Year Ended                               Year Ended
                                                           December 31, 2000                        December 31, 1999
                                                 -----------------------------------------------------------------------------

                                                   Average         Income/      Yield/       Average        Income/     Yield/
Assets:                                            Balance         Expense       Rate        Balance        Expense      Rate
                                                 ------------    -----------    -------    ------------    ---------    -------

<S>                                              <C>             <C>            <C>        <C>             <C>          <C>
Loans receivable (net of unearned income) (1)     $13,296,000     $1,196,000      9.00%     $ 7,484,000     $657,000      8.78%
                                                      155,000         13,000      8.39%               0            0         0%
Loans held for sale
Federal funds sold                                  3,088,000        189,000      6.12%       3,265,000      164,000      5.02%
Investments                                         2,575,000        185,000      7.18%       2,267,000      137,000      6.04%
                                                 ------------    -----------    ------     ------------    ---------    ------
Total earning assets (2)                           19,114,000      1,583,000      8.28%      13,016,000      958,000      7.36%

Non interest earning assets                         1,377,000                                 1,347,000
                                                 ------------                              ------------

Total assets                                      $20,491,000                               $14,363,000
                                                 ============                              ============

Liabilities and stockholders' equity:
                                                   14,960,000        869,000      5.81%       9,294,000      429,000      4.62%
Interest bearing deposits
Other Borrowings                                            0              0         0%          17,000        2,000     11.76%
                                                 ------------    -----------    ------     ------------    ---------    ------
Total interest-bearing liabilities                 14,960,000        869,000      5.81%       9,311,000      431,000      4.63%

Noninterest bearing deposits                        1,627,000              -         -          713,000            -         -
                                                 ------------    -----------    ------     ------------    ---------    ------
Total Deposits and Other Borrowings                16,587,000        869,000      5.24%      10,024,000      431,000      4.30%

Other liabilities                                     302,000                                   422,000
Stockholders' equity                                3,602,000                                 3,917,000
                                                 ------------                              ------------

Total liabilities and stockholders' equity        $20,491,000                               $14,363,000
                                                 ============                              ============

Interest rate spread (Average rate earned                                         2.47%                                   2.73%
 less average rate paid)
Net interest income (Interest earned less interest paid)          $  714,000                                $527,000
                                                                 ===========                               =========

Net interest margin (Net interest                                                 3.74%                                   4.05%
 income/average interest earning assets)
</TABLE>

(1) Loans on non-accrual status are included in the calculation of average
    balances. Net loan fees included in interest income total  $12,643 for 2000
    and $22,248 for 1999.
(2) From inception through December 31, 2000, AmericasBank made no loans or
    investments that qualify for tax-exempt treatment and, accordingly, had no
    tax-exempt income.

     Net interest income increased to $714,000 for the year ending December 31,
2000, as compared to $527,000 for 1999.  This increase was primarily the result
of growth in average interest-earning assets during 2000 of $6,098,000 or 46.9%.
The primary funding source of this growth was a $6,580,000 increase in average
total deposits.

     AmericasBank Corp.'s net interest margin, which is AmericasBank Corp.'s net
interest income divided by average interest earning assets, decreased in 2000 as
compared to 1999 from 4.05% to 3.74%.  The margin decreased primarily because of
the rise in the cost of funds from 4.30% in 1999 to 5.24% in 2000. This increase
in the cost of funds was driven by a change in the

                                       16
<PAGE>

mix of the deposit portfolio. Time deposits consisted of 23.0% of deposits as of
December 31, 1999, yet at December 31, 2000, this percentage had grown to 46.0%.
This increase in cost of funds was mitigated to some extent as the yield on
earning assets increased from 7.36% in 1999 to 8.28% in 2000.

     The following table and the related discussion of interest income and
interest expense provides further analysis of the increase in net interest
income during 2000.

<TABLE>
<CAPTION>
                                                                            AmericasBank Corp. and Subsidiaries
                                                                        Rate Volume Analysis of Net Interest Income

                                Year ended December 31, 2000 compared to            Year ended December 31, 1999 compared to
                                      Year ended December 31, 1999                      Year ended  December 31, 1998
                              --------------------------------------------       -----------------------------------------------
                                       Due to variance change in                            Due to variance change in
                                       -------------------------                            -------------------------
                                    Increase      Average        Average            Increase           Average        Average
                                   (Decrease)     Volume          Rate              (Decrease)         Volume           Rate
                              --------------------------------------------       -----------------------------------------------
Interest earning assets:
<S>                                  <C>         <C>         <C>                    <C>         <C>              <C>
 Loans                               $539,000     $510,000      $ 29,000              $ 60,000     $ 80,000          $(20,000)
 Investment securities and
  securities available for sale        48,000       19,000        29,000               102,000       92,000            10,000

 Loans held for sale                   13,000       13,000                                  -            -

 Federal funds sold                    25,000       (9,000)       34,000                 5,000       20,000           (15,000)
                                     --------     --------      --------              --------     --------          --------
    Total                             625,000      533,000        92,000               167,000      192,000           (25,000)


Interest bearing liabilities:

 Deposits                             440,000       262,000       178,000                57,000       56,000             1,000

 Other borrowings                      (2,000)       (2,000)           -                  2,000        2,000                -
                                     --------     --------      --------              --------     --------          --------
    Total                             438,000       260,000       178,000                59,000       58,000             1,000

                                     --------     --------      --------              --------     --------          --------
Net Interest Income (1)              $187,000     $273,000      $(86,000)             $108,000     $134,000          $(26,000)
                                     ========     ========      ========              ========     ========          ========
</TABLE>


(1)  The change in interest income and expense due to both rate and volume has
     been allocated to rate and volume changes in proportion to the absolute
     dollar amounts of the change in each.


INTEREST INCOME / INTEREST EXPENSE
----------------------------------



      Interest income increased to $1,583,000 for the year ended December 31,
2000 from $958,000 for the year ended December 31, 1999, primarily as the result
of increases in the average volume of loans and investments.  The increase in
average volume was the result of

                                       17
<PAGE>

AmericasBank Corp.'s growth in average deposits from $10,007,000 in 1999 to
$16,587,000 in 2000.

     Interest income on loans receivable increased to $1,196,000 for the year
ended December 31, 2000 as compared to $657,000 for the year ended December 31,
1999, and average loans receivable, net of unearned income, increased to
$13,296,000 for 2000 as compared to $7,484,000 for 1999.  These increases were
primarily the result of growth in AmericasBank Corp.'s commercial loan
portfolio, which increased from $2,773,000 as of December 31, 1999 to $5,536,000
as of December 31, 2000, and growth in the mortgage loan portfolio, which
increased from $4,767,000 to $7,748,000 for the periods ending December 31, 1999
and December 31, 2000, respectively.  AmericasBank Corp. also experienced growth
in all of its other loan categories for the year ending December 31, 2000 when
compared to the year ending December 31, 1999. The positive contribution to
interest income from the volume increases was to a lesser extent aided by an
increase in the yield on loans receivable from 8.78% for 1999 to 9.00% for 2000.


     Interest income on investments increased to $185,000 for the year ended
December 31, 2000 as compared to $137,000 for the year ended December 31, 1999.
This increase was primarily the result of the addition of $600,000 in preferred
trusts and $500,000 in FHLB Notes. These additions to the investment portfolio
also served to drive the yield to 7.18% for 2000 as compared to 6.04% for 1999.
Average federal funds sold declined during 2000 to $3,088,000 as compared to
$3,265,000 for 1999. Despite this volume decline, interest on federal funds
increased to $189,000 for the year ended December 31, 2000 as compared to
$164,000 for the year ended December 31, 1999, as the yield increased from 5.02%
for 1999 to 6.12% for 2000.


     Interest expense increased to $869,000 for the year ended December 31, 2000
from $431,000 for the year ended December 31, 1999. Both a volume and a rate
increase resulting from growth in time deposits from 23.0% of deposits at
December 31, 1999 to 46.0% as of December 31, 2000 caused this increased
expense.


COMPOSITION OF LOAN PORTFOLIO

     Since loans are expected to produce higher yields than investment
securities and other interest-earning assets, the absolute volume of loans and
the volume as a percentage of total earning assets is an important determinant
of net interest margin.  During 2000, average total loans were $13,296,000 and
constituted 69.6% of average earning assets and 64.9% of total average assets
for the same period. During the year ended December 31, 1999, average loans were
$7,484,000 and constituted 57.5% of average earning assets and 52.1% of total
average assets.  Thus, average total loans increased in 2000 by $5,812,000 or
77.7% over 1999. Average total loans as a percentage of average earning assets
and as a percentage of total average assets also increased in 2000 as compared
to 1999.

                                       18
<PAGE>

     The following table sets forth the composition of AmericasBank's loan
portfolio as of the dates indicated.

<TABLE>
<CAPTION>
                                                            December 31, 2000                     December 31, 1999
                                                        Balance             % Mix              Balance            % Mix
                                                   ------------------  ---------------    ------------------  -------------
Loan Portfolio Composition:
---------------------------
<S>                                                <C>                 <C>                <C>                 <C>
 Real estate - first mortgages                           $ 7,748,000             42.5%           $4,767,000           55.5%
 Real estate - construction                                1,508,000              8.3%               22,000            0.2%
 Real estate - commercial                                  5,236,000             28.7%            2,639,000           30.7%
 Real estate - second mortgages and home equity            2,220,000             12.2%              519,000            6.0%
 Commercial - not real estate secured                        300,000              1.6%              134,000            1.6%
 Consumer                                                  1,181,000              6.5%              470,000            5.5%
 Unamortized loan premium                                     40,000              0.2%               43,000            0.5%
                                                         -----------            -----            ----------   ------------

  Total Loans Receivable                                  18,233,000            100.0%            8,594,000          100.0%

 Allowance for Loan Losses                                  (273,000)                              (138,000)
 Unearned Income                                             (25,000)                               (16,000)
                                                         -----------                             ----------
  Net Loans Receivable                                   $17,935,000                             $8,440,000
                                                         ===========                             ==========
</TABLE>


     The following table sets forth the maturity distribution, classified
according to sensitivity to changes in interest rate, for AmericasBank's loan
portfolio at December 31, 2000.  Some of the loans may be renewed or repaid
prior to maturity. Therefore, the following table should not be used as a
forecast of future cash collections.


<TABLE>
<CAPTION>
                                                             As of December 31, 2000
                                          Up to one year    One to five years   Over five years       Total
                                        -----------------   -----------------   -----------------     -----
<S>                                    <C>                <C>                <C>                <C>
Loans (1)
----------------------------------
Real estate - first mortgages              $  571,000         $1,751,000         $5,312,000        $ 7,634,000
Real estate - second mortgages
 and home equity                              734,000            169,000          1,317,000          2,220,000
Real estate - commercial                    1,096,000          3,725,000            415,000          5,236,000
Consumer                                        7,000            570,000            604,000          1,181,000
Real estate  - construction                 1,508,000                 -                  -           1,508,000
Commercial - not real estate secured          300,000                 -                  -             300,000
                                           ----------         ----------         ----------        -----------

Total                                      $4,216,000         $6,215,000         $7,648,000        $18,079,000
                                           ==========         ==========         ==========        ===========

Fixed interest rate                        $  581,000         $6,215,000         $7,648,000        $14,444,000
Variable interest rate                      3,635,000                 -                  -           3,635,000


(1) Excludes non-accrual loans ($114,000) and unamortized loan premium ($40,000).
</TABLE>

                                       19
<PAGE>

The scheduled repayments as shown above are reported in the maturity category in
which the payment is due, except for the adjustable rate loans, which are
reported in the period of repricing.

     AmericasBank's loan portfolio composition as of December 31, 2000 reflects
a concentration in long-term fixed rate residential and commercial mortgage
loans.  $3,636,000 or approximately 20% of AmericasBank's loans have adjustable
rates as compared to 1,207,000 or 14% as of December 31, 1999.  Interest rates
on variable rate loans adjust to the current interest rate environment, whereas
fixed rates do not allow this flexibility. If interest rates were to increase in
the future, the interest earned on the variable rate loans would improve, and if
rates were to fall, the interest earned would decline.  See "- Liquidity and
Interest Rate Sensitivity."

Allowance for Loan Loss
-----------------------

      The allowance for loan losses represents a reserve for potential losses in
the loan portfolio. The adequacy of the allowance for loan losses is evaluated
periodically based on a review of all significant loans, with a particular
emphasis on non-accruing, past-due, and other loans that management believes
require attention. The determination of the reserve level rests upon
management's judgment about factors affecting loan quality and assumptions about
the economy. Management considers the year-end allowance appropriate and
adequate to cover possible losses in the loan portfolio; however, management's
judgment is based upon a number of assumptions about future events, which are
believed to be reasonable, but which may or may not prove valid. Thus, there can
be no assurance that charge-offs in future periods will not exceed the allowance
for loan loss or that additional increases in the loan loss allowance will not
be required.

     AmericasBank uses a loan grading system where all loans are graded based on
management's evaluation of the risk associated with each loan.  Based on the
loan grading, a factor is applied to the loan balance to reserve for potential
losses. The overall evaluation of the adequacy of the total allowance for loan
losses is based on an analysis of historical loss ratios, loan charge-offs,
delinquency trends, and previous collection experience, along with an assessment
of the effects of external economic conditions.

      At December 31, 2000, the allowance for loan losses was 1.50% of total
loans, which is considered by management to be sufficient to address the credit
risk in the current loan portfolio.

                                       20
<PAGE>

     The following table sets forth an analysis of AmericasBank's allowance for
loan losses for the periods indicated.

<TABLE>
<CAPTION>

                                                               Year Ended              Year Ended
                                                            December 31, 2000       December 31, 1999
                                                          ----------------------  ----------------------
<S>                                                        <C>                     <C>
Allowance for loan losses, beginning of period                $   138,000              $   84,000
   Loans charged off                                                  ---                     ---
   Recoveries                                                         ---                     ---
      Net loans charged off                                           ---                     ---
Provision for loan losses                                         135,000                  54,000
                                                              -----------              ----------
Allowance for loan losses, end of period                      $   273,000              $  138,000
                                                              ===========              ==========
Total Loans Receivable:
Period-end balance                                            $18,233,000              $8,594,000
Average balance during period                                 $13,296,000              $7,484,000
Allowance as percentage of period-end loan balance                   1.50%                   1.61%
Percent of average loans:
   Provision for loan losses                                         1.02%                   0.72%
   Net charge-offs                                                    ---                     ---
</TABLE>


      The following table summarizes the allocation of allowance by loan type at
the dates indicated.  The allocation of the allowance to each category is not
necessarily indicative of future losses and does not restrict the use of the
allowance to absorb losses in any category.
<TABLE>
<CAPTION>
                                      As of December 31, 2000               As of December 31, 1999
                                   ------------------------------        ------------------------------
                                                      Loans by                              Loans by
                                                     Category to                           Category to
                                     Amount          Total Loans              Amount       Total Loans
                                   -----------    -----------------       -------------   --------------
<S>                                <C>          <C>                      <C>          <C>
Commercial - real estate secured      $ 79,000              28.9%           $ 36,000              25.9%
Real estate - first mortgages          115,000              42.2              80,000              58.2
Real estate - second mortgages
 and home equity                        33,000              12.1               9,000               6.5
 Consumer                               18,000               6.6              10,000               7.2
Real estate construction                23,000               8.4               1,000               0.7
Commercial - not real estate             5,000               1.8               2,000               1.5
 secured                              --------             -----            --------             -----
Total                                 $273,000             100.0%           $138,000             100.0%
                                      ========             =====            ========             =====
</TABLE>

                                       21
<PAGE>

NONPERFORMING LOANS AND OTHER DELINQUENT ASSETS

     Management performs reviews of all delinquent loans.  Management generally
classifies loans as non-accrual when collection of full principal and interest
under the original terms of the loan is not expected or payment of principal or
interest has become 90 days past due.  Classifying a loan as non-accrual results
in AmericasBank no longer accruing interest on such loan and reversing any
interest previously accrued but not collected.  A non-accrual loan may be
restored to accrual status when delinquent principal and interest payments are
brought current and future monthly principal and interest payments are expected
to be collected.  AmericasBank recognizes interest on non-accrual loans only
when received.

      Any property acquired by AmericasBank as a result of foreclosure on a
mortgage loan will be classified as "real estate owned" and will be recorded at
the lower of the unpaid principal balance or fair value at the date of
acquisition and subsequently carried at the lower of cost or net realizable
value.  Any required write-down of the loan to its net realizable value will be
charged against the allowance for loan losses.  Upon foreclosure, AmericasBank
generally will require an appraisal of the property and, thereafter, appraisals
of the property on at least an annual basis and external inspections on at least
a quarterly basis.  As of December 31, 2000, AmericasBank held no real estate
acquired as a result of foreclosure.

      The following table sets forth information with respect to AmericasBank's
non-performing assets as of the dates indicated.  As of the dates indicated,
AmericasBank had no loans that are "troubled debt restructurings" as defined in
Statement of Financial Accounting Standards No. 15.

<TABLE>
<CAPTION>
                                                                December 31,         December 31,
                                                                    2000                1999
                                                               -------------        -------------
<S>                                                           <C>                   <C>
Loans accounted for on a non-accrual basis                        $114,000               $69,000
Accruing loans delinquent 90 days or more as to                        ---                   ---
 principal or interest
Real estate owned                                                      ---                   ---
                                                                  --------               -------
Total non-performing loans                                        $114,000               $69,000
                                                                  ========               =======
Non-performing loans to total loans                                   0.63%                 0.80%
</TABLE>

     As of December 31, 2000, AmericasBank Corp.'s non-accruing loans consisted
of three real estate loans secured by first mortgages on residential properties.
In March 2001, after collection efforts had failed, AmericasBank did not
believe the non-accruing loans could be brought current and the residential
properties were considered worthless, AmericasBank charged off the three non-
accruing loans.

      For the year ended December 31, 2000 and the year ended December 31, 1999,
AmericasBank would have recorded gross interest income of $5,000 in both years
on loans accounted for on a non-accrual basis if the loans had been current
throughout the respective periods.  There was no interest on such loans included
in income during the respective periods.

     A loan is determined to be impaired when, based on current information and
events, it is probable that AmericasBank Corp. will be unable to collect all
amounts due according to the contractual terms of the loan agreement. A loan is
not considered impaired during a period of minimum delay in payment if
AmericasBank Corp. expects to collect all amounts due, including

                                       22
<PAGE>

interest past due. AmericasBank considers payments that are less than 90 days
late to be a minimum delay in the payment terms.

     AmericasBank has adopted the provisions of Statements of Financial
Accounting Standards No. 114 ("SFAS 114"), "Accounting by Creditors for
Impairment of Loan," as amended by Statements of Financial Accounting Standards
No. 118 ("SFAS 118"), "Accounting by Creditors for Impairment of Loan-Income
Recognition and Disclosure," effective January 1, 1995.  SFAS 114 and SFAS 118
require that impaired loans, which consist of all modified loans and other loans
for which collection of all contractual principal and interest is not probable,
be measured based on the present value of expected future cash flows discounted
at the loan's effective interest rate, or at the loan's observable market price
or the fair value of the collateral if the loan is collateral dependent.  If the
measure of the impaired loan is less than the recorded investment in the loan,
an impairment is recognized through a valuation allowance and corresponding
provision for credit losses.  AmericasBank considers consumer and mortgage loans
as homogenous loans and thus does not apply the SFAS 114 impairment test to
these loans.  Impaired loans will be written off when collection of the loan is
doubtful.

     AmericasBank had no impaired loans as of December 31, 2000 or December 31,
1999.

     As of December 31, 2000, AmericasBank did not have any loans in its
portfolio which were not accounted for on a non-accrual basis or as accruing
loans delinquent 90 days or more as to principal or interest with respect to
which known information about possible credit problems of the borrowers or the
cash flow of the security has caused management to have some doubts as to the
ability of the borrowers to comply with present loan repayment terms and which
may result in the future inclusion of the loans in the non-performing asset
categories.

LIQUIDITY AND INTEREST RATE SENSITIVITY

     AmericasBank Corp.'s principal sources of liquidity are cash and assets
that can be readily converted into cash, including investment securities
maturing within one year and available-for-sale securities.  As of December 31,
2000, AmericasBank Corp. had $2,068,000 in cash and short-term investments and
$1,805,000 in available-for-sale securities.  As of December 31, 1999,
AmericasBank Corp. had $3,766,000 in cash and short-term investments and
$497,000 in available-for-sale securities.  Fluctuations in the deposit levels
of AmericasBank's customers would result in corresponding fluctuations in
AmericasBank Corp. and AmericasBank's liquidity position.  In addition, although
AmericasBank has not done so to date, AmericasBank is eligible to borrow funds
from the Federal Home Loan Bank of Atlanta, which serves as a reserve credit
facility for its members.

      The primary objective of asset/liability management is to ensure the
steady growth of AmericasBank Corp. and AmericasBank's primary earnings
component, net interest income.  Net interest income can fluctuate with
significant interest rate movements.  To lessen the impact of these rate swings,
management endeavors to structure AmericasBank Corp. and AmericasBank's balance
sheets so that repricing opportunities exist for both assets and liabilities in
roughly equivalent amounts at approximately the same time intervals.  Imbalances
in these repricing opportunities at any point in time constitutes interest rate
sensitivity.


      The measurement of AmericasBank Corp. and AmericasBank's interest rate
sensitivity, or "gap," is one of the principal techniques used in
asset/liability management.  The interest

                                       23
<PAGE>

sensitive gap is the dollar difference between assets and liabilities which are
subject to interest-rate pricing within a given time period, including both
floating rate or adjustable rate instruments and instruments which are
approaching maturity.

      The following table sets forth the amount of AmericasBank Corp. and
AmericasBank's interest-earning assets and interest-bearing liabilities as of
December 31, 2000, which are expected to mature or reprice in each of the time
periods shown:

Maturity and Rate Sensitivity Analysis


<TABLE>
<CAPTION>
                                                                  Maturity or      Maturity or      Maturity or      Maturity or
                                                                   Repricing        Repricing        Repricing        Repricing
                                                      Percent        Within          Within           Within             Over
                                          Amount      of Total     0-3 Months      4-12 Months      1-5 Years         5 Years
                                        -----------  ----------  --------------  ---------------  -------------    ---------------
<S>                                    <C>           <C>         <C>             <C>                    <C>         <C>
Interest-earning assets
   Loans receivable (1)                 $18,079,000       81.4%    $ 3,635,000      $   581,000    $ 6,215,000        $7,648,000
   Mortgage backed securities             1,141,000        5.1         123,000          379,000        639,000               ---
   Federal funds sold                     1,374,000        6.2       1,374,000              ---            ---               ---
   Other earning assets                   1,624,000        7.3             ---              ---        203,000         1,421,000
                                        -----------      -----     -----------      -----------    -----------        ----------
Total interest-earning assets           $22,218,000      100.0%    $ 5,132,000      $   960,000    $ 7,057,000        $9,069,000
                                        ===========      =====     ===========      ===========    ===========        ==========
Interest-Bearing Liabilities:
   Savings & money markets              $ 9,303,000       49.8%    $ 5,990,000      $       ---    $ 3,313,000        $      ---
   Certificates of deposit and other      9,365,000       50.2         449,000        2,229,000      6,687,000               ---
    time deposits                       -----------      -----     -----------      -----------    -----------        ----------
Total interest-bearing liabilities      $18,668,000      100.0%    $ 6,439,000      $ 2,229,000    $10,000,000        $     ---
                                        ===========      =====     ===========      ===========    ===========        ==========
Periodic repricing differences
(periodic gap)                                                     $(1,307,000)     $(1,269,000)   $(2,943,000)       $9,069,000
                                                                   ===========      ===========    ===========        ==========
Cumulative repricing differences
(cumulative gap)                                                   $(1,307,000)     $(2,576,000)   $(5,519,000)       $3,550,000
                                                                   ===========      ===========    ===========        ==========
Cumulative ratio of rate sensitive
 assets to rate sensitive liabilities                                     79.7%            70.3%          70.4%            119.0%
</TABLE>

(1)  Excludes non-accrual loans ($114,000) and unamortized loan premiums
     ($40,000).

      As indicated by the table, AmericasBank Corp. was liability sensitive
through the five-year period but asset sensitive over five years.  A financial
institution generally will benefit from decreasing market rates of interest when
it is liability sensitive and increasing market rates of interest when it is
asset sensitive.  However, since all interest rates and yields do not adjust at
the same velocity, the gap is only a general indicator of interest rate
sensitivity.  The analysis of AmericasBank Corp.'s interest-earning assets and
interest-bearing liabilities presents only a static view of the timing of
maturities and repricing opportunities, and for some assets and liabilities,
contractual maturity and actual maturity may differ significantly.  For example,
all of the mortgage-backed securities carried by AmericasBank have a stated
maturity in excess of three years; however, many pools may experience an
accelerated paydown, and are evaluated using their expected lives as opposed to
contractual maturity. Conversely, savings deposits may be withdrawn with
essentially no notice. However, in AmericasBank's experience these customers do
not react to changes in the rate environment with great sensitivity. Therefore,
approximately 35% of these accounts are treated as if having maturity in excess
of one year.

                                       24
<PAGE>

      As indicated by the above table, a significant amount of AmericasBank
Corp.'s interest-earning assets consist of fixed rate, long-term loans while
AmericasBank Corp.'s interest-bearing liabilities are split between variable
rate short-term accounts and time deposits maturing between one and five years.
Since the interest-earning assets will mature more slowly than the interest-
bearing liabilities, the net portfolio value and net interest income will tend
to decrease during periods of rising interest rates, but will tend to increase
during periods of falling interest rates.  In addition, many of AmericasBank
Corp.'s loans acquired from Rushmore Trust and Savings, FSB were made prior to
the current documentation requirements of GNMA, FNMA or FHLMC and, therefore,
such loans may not be able to be resold in the secondary market.  During periods
of rising interest rates, AmericasBank Corp.'s inability to resell certain of
the loans acquired from Rushmore Savings and Trust, FSB in the secondary market
could have a material adverse effect on AmericasBank Corp.'s net portfolio value
and its net interest income.

      Management continually seeks to improve the interest rate sensitivity of
AmericasBank Corp.'s interest earning assets.  Management meets periodically to
monitor and manage the structure of AmericasBank Corp.'s balance sheet, control
interest rate exposure, and evaluate pricing strategies.  Strategies to better
match maturities of interest-earning assets and interest-bearing liabilities
could include structuring loans with rate floors and ceilings on variable rate
notes and by providing for repricing opportunities on fixed rate notes.
Management believes that a lending strategy focusing on variable rate and short
term fixed commercial and residential mortgages will best facilitate the goal of
minimizing interest rate risk.  AmericasBank Corp.'s investment portfolio,
including federal funds sold, probably provides the most flexible and fastest
control over rate sensitivity since it generally can be restructured more
quickly than the loan portfolio.  On the liability side, deposit products can be
restructured so as to offer incentives to attain the maturity distribution
desired although competitive factors sometimes make control over deposits
difficult.

      In theory, maintaining a nominal level of interest rate sensitivity can
diminish interest rate risk.  In practice, this is made difficult by a number of
factors, including cyclical variation in loan demand, different impacts on
interest-sensitive assets and liabilities when interest rates change, and the
availability of funding sources.  Management generally attempts to maintain a
balance between rate-sensitive assets and liabilities as the exposure period is
lengthened to minimize the overall interest rate risk to AmericasBank Corp.

INVESTMENT PORTFOLIO

     The investment portfolio consists of investment securities to be held to
maturity and securities available-for-sale.  Investment securities to be held to
maturity are those securities that AmericasBank Corp. has the positive intent
and ability to hold to maturity and are recorded at amortized cost.  Securities
available-for-sale are those securities that AmericasBank Corp. intends to hold
for an indefinite period of time but not necessarily until maturity.  These
securities are carried at fair value and may be sold as part of an
asset/liability management strategy, liquidity management, interest rate risk
management, regulatory capital management or other similar factors.

      While mortgage-backed and related securities carry a reduced credit risk
as compared to whole loans, such securities remain subject to the risk that a
fluctuating interest rate environment, along with other factors such as the
geographic distribution of the underlying mortgage loans, may alter the
prepayment rate of such mortgage loans and so affect the value of

                                       25
<PAGE>

the securities. Specifically, investments in mortgage-backed and related
securities involve risks that actual prepayments may exceed prepayments
estimated over the life of the security, which may result in a loss of any
premiums paid for such securities and thereby reduce their net yield.
Conversely, if interest rates increase, the market value of such securities may
be adversely affected.

      The following table sets forth the components of the investment portfolio
as of December 31, 2000 and December 31, 1999

<TABLE>
<CAPTION>

                                         2000                                           1999
                            ----------------------------------         --------------------------------------
                              INVESTMENT        Securities               Investment            Securities
                              SECURITIES    Available-for-Sale           Securities        Available-for-Sale
                            --------------  ------------------         ----------------    -------------------
<S>                          <C>            <C>                        <C>                 <C>
Mortgage-backed securities     $757,000             $384,000               $  998,000           $460,000
Money Market Accounts               ---                  ---                      ---             37,000
Corporate Paper                     ---              617,000                      ---                ---
FHLB Notes                          ---              504,000                      ---                ---
FNMA Notes                          ---              300,000                      ---                ---
                           ------------     ----------------             ------------       ------------

                               $757,000           $1,805,000                 $998,000           $497,000
                           ============     ================             ============       ============
</TABLE>

     AmericasBank Corp.'s investment strategy was restricted during much of 1999
under the regulatory authority of the Office of Thrift Supervision to mortgage
backed securities.  Conversion to a Maryland chartered trust company exercising
the powers of a commercial bank has afforded AmericasBank greater options with
regard to the scope of potential investments.  In 2000, AmericasBank sought to
replace the amortization of the mortgage-backed securities and build the
portfolio with alternate investments. These have included FNMA and FHLB notes as
well as investment in some corporate paper. This activity served to build up a
collateral base to facilitate future borrowings if necessary, and to improve the
yield.

     The following table sets forth information regarding the scheduled
maturities and weighted average yields for AmericasBank's investment securities
as of December 31, 2000.  Maturities of mortgage-backed securities are based on
their estimated prepayment speeds which differs from the scheduled repayments of
the underlying mortgages.

<TABLE>
<CAPTION>
                                                   Over one year              Over five years
                           One year or  Average    but less than    Average    but less than     Average     Over       Average
                              less       Yield       five years      Yield       ten years        Yield    ten years     Yield
                           ----------   -------    -------------    -------   ---------------    -------   ---------    -------
Securities available
 for sale
<S>                       <C>         <C>         <C>               <C>        <C>                <C>      <C>          <C>
Mortgage-backed                   -$        -        $  384,000      6.60%       $      -             -     $    -           -
FHLB notes                        -         -           203,000      7.10%        301,000          7.25%         -           -
FNMA notes                        -         -                 -         -         300,000          8.00%         -           -
Corporate paper                             -                 -         -               -             -    617,000       10.55%
                          ---------   --------       ----------     -----        --------         ------   --------    -------
Total available for sale          -                  $  587,000                  $601,000                 $617,000           -
                                                     ----------                  --------                 --------

Securities held to maturity
Mortgage-backed                   -          -          757,000      5.96%              -             -   $      -           -
                          ---------   --------       ----------     -----        --------         ------   --------    -------
Total held to maturity            -          -          757,000         -               -           -            -           -
                          ---------   --------       ----------     -----        --------         ------   --------    -------

Total securities          $       -                  $1,344,000                  $601,000                             $617,000
                          =========   ========       ==========     =====        ========         ======   ========   ========
</TABLE>

                                       26
<PAGE>

SOURCES OF FUNDS

      Deposits are the primary source of AmericasBank's funds for use in
lending, investment activities and other general business purposes.  In addition
to deposits, AmericasBank may obtain funds from advances from the Federal Home
Loan Bank of Atlanta and other borrowings.  Also, in 1999, AmericasBank Corp.
received approximately $2,113,000 in net proceeds from its secondary offering.

     AmericasBank offers a variety of deposit accounts having a range of
interest rates and terms.  AmericasBank's deposits consist of checking accounts,
several types of savings accounts (including statement savings, passbook
deposit, insured investment and Christmas Club accounts), money market accounts
and certificates of deposit.  As of December 31, 2000, AmericasBank had not used
brokers to obtain deposits.

     Average interest-bearing liabilities increased $5,649,000 or 60.7 %, to
$14,960,000 in 2000, from $9,311,000 in 1999. Average interest-bearing deposits
increased $5,666,000, or 61.0%, to $14,960,000 in 2000, from $9,294,000 in 1999.
These increases primarily resulted from growth in time deposits, which
increased $6,873,000 to 46.0% of deposits as of December 31, 2000 as compared to
23.0% as of December 31, 1999. At December 31, 2000, total deposits were
$20,419,000, compared to $10,925,000 at December 31, 1999, an increase of 86.9%.
AmericasBank Corp.'s loan to deposit ratio was 89.1% at December 31, 2000 and
78.6% at December 31, 1999.  AmericasBank ratio of average loans to average
deposits in 2000 was 80.2% as compared to 74.8% for 1999.  These percentages are
considered acceptable by management.

      The following table details the average amount and the average rate paid
on the following deposit categories of AmericasBank for the periods indicated.

<TABLE>
<CAPTION>
                                                  Year Ended                                    Year Ended
                                               December 31, 2000                             December 31, 1999
                                      ------------------------------------              ---------------------------------
                                      Average      Percent                              Average         Percent
                                      Balance      of Total       Rate                  Balance         of Total    Rate
Deposits:
---------
<S>                              <C>                 <C>         <C>              <C>                  <C>         <C>
Demand                                  $ 1,627,000        9.8%      0.00%                $   713,000        7.1%      0.00%
                                        -----------       ----       ----                 -----------       ----       ----
Savings                                   8,932,000       53.9%      5.39%                  6,947,000       69.4%      4.39%
Money Market                                184,000        1.1%      2.96%                     80,000        0.8%      2.50%
Time Deposits                             5,844,000       35.2%      6.47%                  2,267,000       22.7%      5.38%
                                        -----------       ----       ----                 -----------       ----       ----
Total interest bearing
 deposits                                14,960,000       90.2%      5.78%                  9,294,000       92.9%      4.62%
                                        -----------       ----       ----                 -----------       ----       ----
Total deposits                          $16,587,000        100%      5.19%                $10,007,000        100%      4.29%
                                        ===========       ====       ====                 ===========       ====       ====
</TABLE>


                                       27
<PAGE>

     The maturity distribution of AmericasBank time deposits over $100,000 as of
     December 31, 2000 is shown in the following table.


<TABLE>
<CAPTION>
                                                        After three
                                   Within three       through twelve         After twelve
                                      months              months                months
<S>                              <C>                <C>                  <C>
Certificates of deposit of
 $100,000 or more                    $103,000             $211,000            $1,670,000
                                     ========             ========            ==========
</TABLE>

      Large certificate of deposit customers tend to be extremely sensitive to
interest rate levels, making these deposits less reliable sources of funding for
liquidity planning purposes than the remainder of AmericasBank's deposits.

NONINTEREST INCOME

      Noninterest income for the year ended December 31, 2000 was $71,000,
compared to $39,000 for the year ending December 31, 1999.  Of this amount,
$23,000 was earned through a relationship between AmericasBank and Progressive
Mortgage Services, L.L.C. to wholesale loans.  This relationship began in
February 2000 and terminated in May 2000.  Additionally, AmericasBank netted
$4,000 from the sale of its Lombard Street property that had housed its
Highlandtown branch.

NONINTEREST EXPENSE

      Noninterest expenses increased from $1,110,000 for the year ended December
31, 1999 to $1,208,000 for the year ending December 31, 2000.  This increase was
primarily a result of  $160,000 increase in salaries and benefits relating to
the addition of four staff positions and two management positions which were
filled throughout 1999 and early 2000. AmericasBank also realized higher
noninterest expenses relative to the operations of two branches for all of 2000.
These costs were mitigated by savings in professional fees, $88,000 in 2000 as
compared to $126,000 in 1999, and marketing costs, $50,000 in 2000 verses
$124,000 in 1999. These savings were realized in 2000 as compared to 1999
because 1999 bore the expense for securing the regulatory approval for the
Towson branch and the marketing costs for its subsequent opening. Going forward,
AmericasBank does not foresee any significant increases in noninterest expenses
relative to maintaining the current level of operations.

CAPITAL RESOURCES

      AmericasBank Corp.'s consolidated stockholders' equity was $3,356,000 as
of December 31, 2000 and $3,889,000 as of December 31, 1999, representing a
decrease of $533,000 or 13.7%.  The erosion of stockholders equity was primarily
the result of AmericasBank Corp.'s loss of $558,000 for the year.

      The tables below present AmericasBank Corp.'s capital position relative to
its various minimum regulatory capital requirements as of December 31, 2000.
For a discussion of these capital requirements, see "Item 1 - Description of
Business - Supervision and Regulation - AmericasBank - Capital Adequacy
Guidelines."

                                       28
<PAGE>

<TABLE>
<CAPTION>
                                                                   Leverage Capital Ratio
                                                  ------------------------------------------------------

                                                            Amount                   Percent of average
                                                                                           assets
                                                  -------------------------       ----------------------

<S>                                                 <C>                             <C>
Tier 1 capital (1)                                              $ 3,218,000                        15.7%
Tier 1 leverage ratio requirement                                 1,025,000                          5.0
                                                  -------------------------       ----------------------

Excess                                                          $ 2,193,000                        10.7%
                                                  =========================       ======================


Average total assets                                            $20,491,000
                                                  =========================


                                                                  Risk-Based Capital Ratio
                                                  ------------------------------------------------------

                                                            Amount                       Percent of
                                                                                    Risk-Weighted Assets
                                                  -------------------------       ----------------------

Tier 1 capital (1)                                              $ 3,218,000                        18.4%
Risk-based Tier 1 capital requirement                               698,000                          4.0
                                                  -------------------------       ----------------------

Excess                                                          $ 2,520,000                        14.4%
                                                  =========================       ======================


Tier 1 Capital (1)                                              $ 3,218,000                        18.4%
Tier 2 Capital (2)                                                  273,000                          1.6
                                                  -------------------------       ----------------------

Total risk-based capital                                          3,491,000                        20.0%
Risk-based capital requirements                                   1,395,000                          8.0
                                                  -------------------------       ----------------------

Excess                                                          $ 2,096,000                        12.0%
                                                  =========================       ======================


Risk-weighted assets                                            $17,443,000
                                                  =========================
</TABLE>


  (1) Tier 1 capital is comprised of the following as of December 31, 2000

          GAAP capital                        3,356,000
          Less unrealized gain on available-
            for-sale debt securities            (20,000)
          Less intangible assets               (118,000)
                                          -------------
                                             $3,218,000
                                            ===========

  (2) Tier 2 capital is comprised of the allowance for loan loss, limited to 25%
      of gross risk weighted assets.

                                       29
<PAGE>

IMPACT OF INFLATION AND CHANGING PRICES

     The consolidated financial statements and notes thereto presented herein
have been prepared in accordance with generally accepted accounting principles,
which require the measurement of financial position and operating results in
terms of historical dollars without considering the change in the relative
purchasing power of money over time and due to inflation. The impact of
inflation is reflected in the increased cost of AmericasBank Corp.'s operations.
Unlike most industrial companies, nearly all the assets of AmericasBank Corp.
are monetary in nature. As a result, interest rates have a greater impact on
AmericasBank Corp.'s performance than do the effects of general levels of
inflation.  Interest rates do not necessarily move in the same direction or to
the same extent as the price of goods and services.

FORWARD LOOKING STATEMENTS

     Part I and Part II of this annual report include "forward-looking
statements." These statements use words such as "may," "will," "expect,"
"anticipate," "plan," "estimate" or similar words, and they discuss future
expectations, projections of financial results or strategies that are subject to
risks and uncertainties.  AmericasBank Corp.'s actual results and the actual
outcome of AmericasBank Corp.'s expectations and strategies could be different
from what has been described in this annual report because of these risks and
uncertainties. When you read a forward-looking statement, you should keep in
mind the risk factors described below and any other information contained in
this annual report that identifies a risk or uncertainty.

     History of Losses.  Because AmericasBank Corp.'s primary asset is the
     -----------------
capital stock of AmericasBank, AmericasBank Corp.'s operating results and
financial position are dependent upon the operating results and financial
position of AmericasBank.  For the years ended December 31, 2000 and 1999,
AmericasBank Corp. incurred net losses of $558,000 and $598,000, respectively,
and management expects that AmericasBank will continue to incur losses as
AmericasBank attempts to implement its refocused lending strategy.  Many factors
could adversely affect AmericasBank Corp.'s short and long term operating
performance, including the failure to fully implement the refocused lending
strategy, unfavorable economic conditions, increased competition, loss of key
personnel and government regulation.  In particular, the resignation of the
President and Chief Financial Officer could adversely affect AmericasBank
Corp.'s short and long-term operating performance. AmericasBank Corp. is
actively seeking to hire a new President and Chief Financial Officer.

      Risks Related to Commercial Lending.  AmericasBank's loan portfolio is
      -----------------------------------
principally comprised of long-term fixed-rate residential mortgage loans.
Management has determined to refocus AmericasBank's lending strategy and to
compete aggressively for quality commercial loans and adjustable rate
residential mortgage loans.

      While commercial loans are generally more interest rate sensitive and
carry higher yields than do residential mortgage loans, they generally carry a
higher degree of credit risk than residential mortgage loans.  Consequently, the
diversification of AmericasBank's loan portfolio may adversely alter its risk
profile.  Moreover, provisions for loan losses may increase in the future as
management implements its new strategy.

      Commercial loans for the purchase of commercial real estate are generally
larger and present a greater degree of risk than residential mortgage loans.
Because payments on loans

                                       30
<PAGE>

secured by commercial real estate are often dependent on the successful
operation or management of the properties, repayment of such loans may be
subject to a greater extent to adverse conditions in the real estate market or
in the economy.

      Unlike residential mortgage loans, which generally are made on the basis
of the borrower's ability to make repayment from his or her employment and other
income, and which are secured by real property whose value tends to be more
easily ascertainable, commercial business loans are of higher risk and typically
are made on the basis of the borrower's ability to make repayment from the cash
flow of the borrower's business.  As a result, the availability of funds for the
repayment of commercial business loans may be substantially dependent on the
success of the business itself.  Further, the collateral securing the loans may
depreciate over time, may be difficult to appraise and may fluctuate in value
based on the success of the business.  In general, AmericasBank will attempt to
limit this risk by requiring that all of its commercial business loans be
secured by the real property where the business is located or by the personal
residences of the businesses' owners.

      Impact of Interest Rate Volatility on Deposits.  AmericasBank's results of
      ----------------------------------------------
operations depend to a large extent on AmericasBank's "net interest income,"
which is the difference between the interest expense incurred in connection with
AmericasBank's interest-bearing liabilities, such as interest on deposit
accounts, and the interest income received from its interest-earning assets,
such as loans and investment securities.  Volatility in interest rates can
result in the flow of funds away from financial institutions of the type similar
to AmericasBank and into direct investments, such as corporate securities and
other investment vehicles which, because of among other things the absence of
federal deposit insurance, generally pay higher rates of return.  Such
volatility could cause AmericasBank to pay increased interest rates to obtain
deposits, and if AmericasBank was not able to increase the interest rates on its
loans and the rate of return on its investment portfolio, its net interest
income would suffer.

      Impact of Interest Rate Volatility on Loan Portfolio.  AmericasBank's loan
      ----------------------------------------------------
portfolio, consists for the most part of fixed rate, long-term, residential
mortgage loans, while AmericasBank's deposits consist primarily of variable rate
short-term accounts and time deposits.  Since the loans generally will mature
more slowly than the deposits, the net portfolio value and net interest income
will tend to decrease during periods of rising interest rates, but will tend to
increase during periods of falling interest rates.  During the past several
years, market interest rates have been relatively lower than in prior years.
Conversely, lower market interest rates have the effect of causing borrowers to
refinance their mortgage loans which negatively impacts AmericasBank's net
interest income, as AmericasBank generally would not be able to make new loans
at or above the interest rates of the refinanced loans.

      Risk of Loan Losses.  Like all financial institutions, AmericasBank
      -------------------
maintains an allowance for loan losses to provide for loan defaults and
nonperformance.  The allowance is based on, among other things, prior experience
with loan losses and an evaluation of the risks in the current portfolio, and is
maintained at a level considered adequate by management to absorb anticipated
losses.  However, actual loan losses cannot be predicted, and AmericasBank's
allowance for loan losses may not be sufficient.

      Impact of Government Regulation on Operating Results.  AmericasBank Corp.
      ----------------------------------------------------
and AmericasBank operate in a highly regulated environment and are subject to
examination, supervision and comprehensive regulation by several federal and
state regulatory agencies.  AmericasBank is subject to supervision and
regulation by the Commissioner of Financial

                                       31
<PAGE>

Regulation of the State of Maryland, the Board of Governors of the Federal
Reserve System and the Federal Deposit Insurance Corporation, and AmericasBank
Corp. is subject to supervision and regulation by the Board of Governors of the
Federal Reserve System and the Maryland Commissioner of Financial Regulation.
Banking regulations, designed primarily for the safety of depositors, may limit
the growth of financial institutions like AmericasBank and the return to
investors by restricting activities such as the payment of dividends, mergers
with or acquisitions by other institutions, investments, loans and interest
rates, interest rates paid on deposits and the creation of branch offices.
Financial institutions like AmericasBank also are subject to capitalization
guidelines set forth in federal legislation, and could be subject to enforcement
actions to the extent AmericasBank is found by regulatory examiners to be
undercapitalized. Laws and regulations applicable to AmericasBank Corp. and
AmericasBank could change at any time, and there can be no assurance that such
changes would not adversely affect the business of AmericasBank Corp. and/or
AmericasBank. In addition, the cost of compliance with regulatory requirements
could adversely affect AmericasBank Corp.'s and AmericasBank's ability to
operate profitably.

      Risks of Competitive Market.  AmericasBank Corp. and AmericasBank operate
      ---------------------------
in a competitive market for financial services and AmericasBank faces intense
competition both in making loans and in attracting deposits.  AmericasBank faces
direct competition from a significant number of financial institutions operating
in its market area, many with a statewide or regional presence and in some cases
a national presence.  In addition, AmericasBank competes with other community
banks in its market area that have substantially the same business philosophy
and strategy as AmericasBank.  Many of these financial institutions have been in
business for many years, have established customer bases, are significantly
larger and have greater financial resources than AmericasBank and are able to
offer certain services that AmericasBank is not able to offer. In addition,
AmericasBank faces competition for deposits and loans from non-bank institutions
such as brokerage firms, credit unions, insurance companies, money market mutual
funds and private lenders.

      Impact of Monetary Policy and Other Economic Factors on Operating Results.
      -------------------------------------------------------------------------
Changes in governmental economic and monetary policy and banking and credit
regulations also affect the demand for AmericasBank's services.  The rates of
interest payable on deposits and chargeable on loans is affected by fiscal
policy as determined by various governmental and regulatory authorities, in
particular the Board of Governors of the Federal Reserve System, as well as by
national, state and local economic conditions.  Through open market
transactions, variations in the discount rate and the establishment of reserve
requirements, the Board of Governors of the Federal Reserve System exerts
considerable influence over the cost and availability of funds obtainable for
lending or investing.  These actions may at times result in significant
fluctuations in interest rates, which could have adverse effects on the
operations of AmericasBank.

      General economic conditions can affect the credit quality of
AmericasBank's assets.  During periods of adverse economic conditions and
depending on the extent to which the income and assets of the borrowers are
affected by the declining economic conditions, the ability of AmericasBank's
borrowers to repay loans may be affected.  Adverse economic conditions
particularly affect commercial loans.

     Developments in Technology.  The market for financial services, including
     --------------------------
banking services and consumer finance services, is increasingly affected by
advances in technology, including developments in telecommunications, data
processing, computers, automation,

                                       32
<PAGE>

Internet-based banking, telebanking, debit cards and so-called "smart" cards.
The ability of AmericasBank Corp. and AmericasBank to compete successfully in
its markets may depend on the extent to which it is able to exploit such
technological changes. However, there can be no assurance that the development
of these or any other new technologies, or AmericasBank Corp. and AmericasBank's
success or failure in anticipating or responding to such developments, will
materially affect AmericasBank Corp.'s business, financial condition or
operating results. Currently, AmericasBank does not offer Internet-based
banking, telebanking, debit or smart cards or other similar technical banking
products that are offered by many of AmericasBank's competitors, although
AmericasBank may offer such services in the future.

                                       33
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS


REPORT OF INDEPENDENT AUDITOR'S REPORT
--------------------------------------

To the Board of Directors and Stockholders of AmericasBank Corp.:

We have audited the accompanying consolidated balance sheet of AmericasBank
Corp. and subsidiary as of December 31, 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2000 and 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AmericasBank Corp.
and subsidiary as of December 31, 2000, and the results of their operations and
their cash flows for the years ended December 31, 2000 and 1999, in conformity
with generally accepted accounting principles.

The disclosures pursuant to Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" as discussed in Note 11 for the year
ended December 31, 2000 have been restated.  The restatements had no effect on
the basic financial statements, as previously issued.

/s/ McGladrey & Pullen, LLP
---------------------------

Frederick, Maryland
February 2, 2001, except for Note 11,
 as to which the date is May 24, 2001


                                      34
<PAGE>

                       AMERICASBANK CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                            AS OF DECEMBER 31, 2000
<TABLE>
<CAPTION>

                                                        December 31,
                                                            2000
Assets
------
<S>                                                     <C>
Cash and cash equivalents:
     On-hand and due from banks                          $   694,000
     Federal funds sold                                    1,374,000

 Total loans receivable (net of unearned income)          18,208,000
     Allowance for loan loss                                (273,000)
                                                         -----------
     Loans receivable, net                                17,935,000
Investments - held-to-maturity - fair value $745,000         757,000
Investments - available-for-sale- at fair value            1,805,000
Investment in restricted stocks - at cost                    203,000
Property and equipment, net                                  799,000
Accrued interest receivable and other assets                 288,000
                                                         -----------
--
Total assets                                             $23,855,000
                                                         ===========


Liabilities
-----------
Deposits:
    Noninterest-bearing                                  $ 1,751,000
    Interest-bearing                                      18,668,000
                                                         -----------
    Total deposits                                        20,419,000

Accounts payable and accrued expenses                         80,000
                                                         -----------
          Total liabilities                               20,499,000
                                                         -----------

Commitment and Contingencies (Note 9)

Stockholders' equity:
    Preferred stock, par value $0.01 per share,
    5,000,000 shares authorized, 0 shares issued
    and outstanding
    Common stock, par value $0.01 per share,
    5,000,000 shares authorized, 496,000 shares
     issued and outstanding                                    5,000
    Capital Surplus                                        4,958,000
    Accumulated deficit                                   (1,627,000)
    Accumulated other comprehensive income (loss)             20,000
                                                         -----------
    Total stockholders' equity                             3,356,000
                                                         -----------

Total liabilities and stockholders' equity               $23,855,000
                                                         ===========

</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                       35
<PAGE>

                       AMERICASBANK CORP. AND SUBSIDIARY
                       ---------------------------------
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
                                                                                2000                        1999
                                                                             ----------                  ----------
<S>                                                                        <C>                           <C>
Interest income:
   Interest and fee income on loans                                          $1,196,000                  $  657,000
   Interest on loans held for sale                                               13,000                           -
   Interest income on investment securities                                     374,000                     301,000
                                                                             ----------                  ----------

   Total interest income                                                      1,583,000                     958,000
                                                                             ----------                  ----------

Interest expense:
   Interest on other short-term borrowings                                            -                       2,000
   Interest on deposits                                                         869,000                     429,000
                                                                             ----------                  ----------

   Total interest expense                                                       869,000                     431,000
                                                                             ----------                  ----------

Net interest income                                                             714,000                     527,000

   Provision for loan losses                                                    135,000                      54,000
                                                                             ----------                  ----------

Net interest income after provision for loan losses                             579,000                     473,000
                                                                             ----------                  ----------

Noninterest income:
        Service fees and charges                                                 43,000                      39,000
        Other income                                                             28,000                           -
                                                                             ----------                  ----------

     Total noninterest income                                                    71,000                      39,000
                                                                             ----------                  ----------


Noninterest expenses:
   Salaries and benefits                                                        618,000                     458,000
   Depreciation and amortization                                                135,000                     113,000
   Occupancy expense                                                             43,000                      52,000
   Data processing                                                               80,000                      70,000
   Professional fees                                                             88,000                     126,000
   Marketing                                                                     50,000                     124,000
   Office supplies                                                               21,000                      34,000
   Other operating expenses                                                     173,000                     133,000
                                                                             ----------                  ----------

     Total noninterest expenses                                               1,208,000                   1,110,000
                                                                             ----------                  ----------


    Net loss                                                                 $ (558,000)                 $ (598,000)
                                                                             ==========                  ==========


Basic and diluted loss per share                                                 $(1.13)                     $(1.26)
                                                                             ==========                  ==========

Weighted average shares outstanding                                             496,000                     475,000
                                                                             ==========                  ==========
</TABLE>


The accompanying notes are an integral part of these consolidated statements.

                                       36
<PAGE>

                       AMERICASBANK CORP. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                                     Accumulated Other
                          Common         Capital           Accumulated                Comprehensive
                          Stock          Surplus             Deficit                    Income (Loss)             Total
                        -------------------------------------------------------------------------------------------------
<S>                       <C>            <C>              <C>                        <C>                     <C>

Balance at
December 31, 1998         $  3,000         $2,847,000      $   (471,000)              $      -                $2,379,000
                                                                                                              ----------

Net proceeds from
 issuance of common
 stock                       2,000          2,111,000                 -                      -                 2,113,000

Net loss                         -                  -          (598,000)                     -                  (598,000)

Comprehensive income (loss)

Changes in net unrealized
 gain (loss) on
 available-for-sale
 securities                      -                  -                 -                 (5,000)                   (5,000)
                                                                                                              ----------



Total Comprehensive
income (loss)                    -                  -                 -                      -                  (603,000)
                        -----------------------------------------------------------------------------------------------------

Balance at
December 31, 1999            5,000          4,958,000        (1,069,000)                (5,000)                3,889,000
                                                                                                              ----------

Net loss                         -                  -          (558,000)                     -                  (558,000)
Comprehensive income
 (loss)
Changes in net
 unrealized gain (loss)
 on available-for-sale
 securities                      -                  -                 -                 25,000                    25,000
                                                                                                              ----------

Total comprehensive
 income (loss)                   -                  -                 -                      -                  (533,000)

                        ------------------------------------------------------------------------------------------------------
Balance at
December 31, 2000           $5,000         $4,958,000       $(1,627,000)               $20,000                $3,356,000
356,000
                        ======================================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                       37
<PAGE>

                       AMERICASBANK CORP. AND SUBSIDIARY
                       ---------------------------------
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                            2000             1999
                                                                                       ------------   ------------------
<S>                                                                          <C>                      <C>
Cash flows from operating activities:
 Net loss                                                                              $   (558,000)  $         (598,000)
 Adjustments to reconcile net loss to net cash   used in
  operating activities  -
   Provision for loan losses                                                                135,000               54,000
   Depreciation and amortization                                                            135,000              113,000
   Amortization of premium on mortgage backed securities                                      9,000                6,000
   Gain of sale of loans held for sale                                                      (23,000)                   -
   Decrease (increase) in accrued interest receivable                                       (63,000)             (20,000)
   Decrease (increase) in other assets                                                        5,000                4,000
   Disbursements for loans held for sale                                                 (2,390,000)                   -
   Proceeds from loans held for sale                                                      2,413,000                    -
   Increase (decrease) in accounts payable and accrued expenses                            (207,000)             153,000
                                                                                       ------------   ------------------
    Net cash (used in) operating activities                                                (544,000)            (288,000)
                                                                                       ------------   ------------------
Cash flows from investing activities:
   Purchase of investments to be held to maturity                                                 -           (1,073,000)
   Principal repayments on investments to be held to maturity                               234,000              511,000
   Purchase of investments available for sale                                            (1,400,000)            (550,000)
   Principal repayments and sales of investments
    available for sale                                                                      115,000              634,000
   Purchase of investments in restricted stocks                                             (45,000)            (252,000)
   Principal repayments on investments in restricted stocks                                 148,000                    -
   Loan principal disbursements                                                         (14,870,000)          (6,217,000)
   Principal repayments on loans receivable                                               5,240,000            4,307,000
   Purchase of property and equipment                                                      (113,000)            (107,000)
   Disposal of property and equipment                                                        43,000                    -
                                                                                       ------------   ------------------
Net cash (used in) investing activities                                                 (10,648,000)          (2,747,000)
                                                                                       ------------   ------------------
Cash flows from financing activities:
   Increase (decrease) in time deposits                                                   6,873,000              217,000
   Increase (decrease) in all other deposits                                              2,642,000            1,345,000
   Increase (decrease) in mortgage escrow accounts                                          (21,000)               6,000
   Proceeds from common stock offering                                                            -            2,352,000
   Stock offering costs                                                                           -             (207,000)
   Proceeds from borrowings                                                                       -              220,000
   Repayments of borrowings                                                                       -             (220,000)
                                                                                       ------------   ------------------
Net cash provided by financing activities                                                 9,494,000            3,713,000
                                                                                       ------------   ------------------
Net increase (decrease) in cash and cash equivalents                                     (1,698,000)             678,000

Cash and cash equivalents, beginning of period                                            3,766,000            3,088,000
                                                                                       ------------   ------------------

Cash and cash equivalents, end of period                                               $  2,068,000   $        3,766,000
                                                                                       ============   ==================
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

                                       38
<PAGE>

                       AMERICASBANK CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


1.  NATURE OF OPERATIONS

AmericasBank Corp (the "Parent Company") is a one-bank holding company that
provides

its customers with banking and non-banking financial services through its
wholly-owned subsidiary AmericasBank (the "Bank"). Effective September 20, 1999,
the Bank converted from a federal stock savings bank to a Maryland chartered
trust company exercising the powers of a commercial bank. The Bank offers
various loans, deposit and other financial service products to its customers.
The Bank's customers include individuals and commercial enterprises throughout
central Maryland; emphasizing the areas surrounding its main office and branch
locations in Towson and Baltimore, Maryland, respectively. Additionally, the
Bank maintains correspondent banking relationships and transacts daily federal
funds sales on an unsecured basis with a regional correspondent bank.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the activity of
AmericasBank Corp. and its wholly-owned subsidiary AmericasBank (collectively,
the "Company"). All intercompany transactions have been eliminated in
consolidation.

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and conform to general
practices within the banking industry.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, amounts due from banks
(including cash items in process of collection) with a maturity of 90 days or
less and Federal funds sold. Generally, Federal funds are purchased and sold for
one-day periods.

INVESTMENT IN RESTRICTED STOCKS

Restricted stock investments principally include investments in the Federal Home
Loan Bank, Federal Reserve, and Atlantic Central Banker's Bank and are carried
at cost that approximates fair value.

INVESTMENTS HELD-TO-MATURITY AND AVAILABLE-FOR-SALE

Debt securities that the Company has the positive intent and ability to hold to
maturity are classified as held-to-maturity and are recorded at amortized cost.
Debt securities not classified as held-to-maturity and equity securities with
readily determinable fair values are classified as trading securities if bought
and held principally for the purpose of selling them in the near term. Trading
securities are reported at fair value with unrealized gains and losses included
in earnings. Investments not classified as held-to-maturity or trading are
considered available-for-sale and are reported at fair value, with the
unrealized gains and losses, net of

                                       39
<PAGE>

related deferred tax effects, excluded from earnings and reported as an item of
other comprehensive loss until realized. Fair value is determined based on bid
prices published in financial newspapers or bid quotations received from
securities dealers. For purposes of computing realized gains or losses on the
sales of investments, cost is determined by using the specific identification
method. Gains and losses on sales of securities are recognized at the time of
sale. Premiums and discounts on investment and mortgage-backed securities are
amortized over the term of the security using methods that approximate the
interest method.

LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

Loans receivable are stated at the amount of unpaid principal, adjusted for
deferred loan fees and origination costs. Interest on loans is accrued using the
simple-interest method on principal amounts outstanding.

The allowance for losses on loans is determined based on, among other things,
management's review of the loan portfolio and analysis of the borrowers' ability
to repay, past collection experience, risk characteristics of individual loans
or groups of similar loans and underlying collateral, current and prospective
economic conditions and status of nonperforming loans. Loans are charged off
when considered, in the opinion of management, uncollectible.

Interest on potential problem loans is not accrued when, in the opinion of
management, full collection of principal or interest is in doubt, or payment of
principal or interest has become 90 days past due. All interest previously
accrued but not collected is reversed against current period interest income
when a loan is placed on nonaccrual status.

Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by
Creditors for Impairment of a Loan" ("SFAS No. 114"), (as amended by SFAS No.
118), addresses the accounting by creditors for impairment of certain loans. It
is generally applicable to all loans, except large groups of smaller balance
homogenous loans. It also applies to loans that are restructured in a troubled
debt restructuring involving a modification of terms, with limited exceptions.

A loan is considered impaired when, based on current information and events, it
is probable that a creditor will be unable to collect all amounts due according
to the contractual terms of the loan agreement. SFAS No. 114 requires that a
loan's impairment be measured based on the present value of expected future cash
flows discounted at the loan's effective interest rate, or using the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent.  If the measure of the impaired loan is less than the
recorded investment in the loan, an impairment is recognized through a valuation
allowance.

Interest receipts on impaired loans are recognized as interest income or are
applied to principal when management believes ultimate collectability of
principal is in doubt. Consistent with this policy, interest receipts on
nonaccrual loans are recognized as interest income unless ultimate
collectability of principal is in doubt.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over the
estimated useful lives of the

                                       40
<PAGE>

respective assets. Building and improvements are depreciated over 15-25 years.
Furniture and equipment are depreciated over 5 years.

INTANGIBLE ASSETS

Intangible assets arose from the acquisition of the Baltimore City, Maryland
branch office of Rushmore Trust and Savings, FSB., in 1997. Intangible assets
consisting of the cost of covenants  not-to-compete, core deposit premiums and
goodwill totaled $50,000, $164,000 and $40,000 respectively, and are carried at
$78,000 net of accumulated amortization totaling $176,000 at December 31, 2000
and is included in other assets.

Amortization is calculated using the straight-line method over the following
periods:

Covenants not-to-compete                                            3 years
Premium on deposits                                                 5 years
Goodwill                                                            5 years

Amortization expense on intangible assets for the years ended December 31, 2000
and 1999, was $57,000 in each year.

COMPREHENSIVE INCOME

Comprehensive income is the change in equity of a business enterprise during a
period from transactions and other events and circumstances from nonowner
sources.  The Company's comprehensive income consists of its net losses and
unrealized gains and losses on securities available for sale and is presented as
a separate component of stockholders' equity.

INCOME TAXES

Provisions for income taxes, if any, are based on taxes payable or refundable
for the current year and deferred taxes on temporary differences between the
amount of taxable income and pretax financial income and between the tax bases
of assets and liabilities and their reported amounts in the financial
statements. Deferred tax assets and liabilities are included in the financial
statements at currently enacted income tax rates applicable to the period in
which the deferred tax assets and liabilities are expected to be realized or
settled. As changes in tax laws or rates are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes.

PER SHARE AMOUNTS

Basic loss per share has been computed on the basis of the weighted average
shares outstanding. Shares issuable upon exercise of the options and warrants
outstanding (see Note 11) have not been included in the computation of diluted
loss per share because their inclusion would have been antidilutive. Therefore,
basic and diluted loss per share are equal.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of


                                       41
<PAGE>

the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain reclassifications have been made to the prior years financial statements
to conform with current year presentation.

3.  INVESTMENTS

The amortized cost and fair value of securities available for sale and being
held to maturity as of December 31, 2000 were as follows:

<TABLE>
<CAPTION>
                                                              Gross       Gross
                                               Amortized   Unrealized   Unrealized     Fair
                                                 Cost         Gains       Losses       Value
                                              ----------   ----------   ----------   ----------
<S>                                             <C>             <C>      <C>            <C>
Securities to be held to maturity:

Mortgage-backed securities                    $  757,000   $       --   $   12,000   $  745,000
                                              ==========   ==========   ==========   ==========
Securities available for sale:

Mortgage-backed securities                    $  385,000   $       --   $    1,000   $  384,000

Federal National Mortgage Association Notes
    Due beyond 5 years but within 10 years       300,000           --           --      300,000
Federal Home Loan Bank Notes

    Due beyond 1 year but within 5 years         200,000        3,000           --      203,000
    Due beyond 5 years but within 10 years       300,000        1,000           --      301,000
Preferred Trusts
    Due beyond 10 years                          600,000       17,000           --      617,000
                                              ----------   ----------   ----------   ----------
                                              $1,785,000   $   21,000   $    1,000   $1,805,000
                                              ==========   ==========   ==========   ==========
</TABLE>


Actual maturities may differ from the contractual maturities of mortgage-backed
securities because the underlying mortgages may be called or prepaid with or
without prepayment penalty. Therefore, these securities are not included in the
maturity categories.


                                       42
<PAGE>

4.  LOANS RECEIVABLE

As of December 31, 2000, loans receivable consist of:

Real estate loans -

Residential first mortgages                 $ 7,748,000
   Commercial - real estate                   5,236,000
   Construction                               1,508,000
   Second mortgages and home equity loans     2,220,000
Commercial loans                                300,000
Consumer loans                                1,181,000
Unamortized loan premium                         40,000
                                            -----------
                                             18,233,000
Less:  Allowance for loan losses                273,000
       Unearned income                           25,000
                                            -----------
Loans receivable, net                       $17,935,000
                                            ===========

Substantially all of the loans receivable are mortgage loans secured by
residential and commercial real estate properties located in the State of
Maryland. Loans are extended only after an evaluation by the Company's
management and loan committee of a customer's creditworthiness and other
relevant factors on a case-by-case basis. The Company's management and loan
committee generally do not lend more than 90% of the appraised value of a
property.

Residential lending is generally considered to involve less risk than other
forms of lending, although payment experience on these loans is dependent, to
some extent, on economic and market conditions in the Company's lending area.
Commercial loan repayments are generally dependent on the operations of the
related properties or the financial condition of the borrowers

or guarantors.  Accordingly, repayment of such loans can be more susceptible to
adverse conditions in the real estate market and the regional economy.

Nonperforming loans amounted to approximately $114,000 as of December 31, 2000
and these loans were not considered impaired.  For the year ended December 31,
2000 and 1999, the amount of interest income that would have been recorded on
loans in nonaccrual status had such loans performed in accordance with their
terms was approximately $5,000 and $5,000, respectively.

A summary of the changes in the allowance for loan losses is as follows:

Balance, December 31, 1998            $84,000
  Provision charged to operations      54,000
                                       ------

Balance, December 31, 1999            138,000
   Provision charged to operations    135,000
                                       ------

Balance, December 31, 2000           $273,000
                                     ========


                                       43
<PAGE>

5.  PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31, 2000:

Land                              $143,000
Buildings and improvements         538,000
Leasehold Improvements              42,000
Furniture and equipment            144,000
Computer equipment                 105,000
                                  --------
                                   972,000

Less:  Accumulated depreciation    173,000
                                  --------
Property and equipment, net       $799,000
                                  ========


Depreciation expense for the years ended December 31, 2000 and 1999, was $78,000
and $56,000, respectively.

6.  DEPOSITS

<TABLE>
<CAPTION>
                          Weighted Average Rate
                              for Year Ended
                          -----------------------
                             December 31, 2000             Amount                   Percent
                          -----------------------  -----------------------  ------------------------

<S>                       <C>                      <C>                      <C>

Demand deposits                      - %                   $ 1,751,000                8.6%
Savings                            5.39%                     9,194,000               45.0%
Money market accounts              2.96%                       109,000                0.5%
Time deposits                      6.47%                     9,365,000               45.9%
                                                           -----------              -----
                                                           $20,419,000              100.0%
                                                           ===========              =====
</TABLE>

A schedule of maturities of deposits as of December 31, 2000, is as follows:

No contractual maturity           $11,054,000
Maturity within one year            2,678,000
Maturity in one to three years      4,866,000
Maturity in three to five years     1,821,000
                                  -----------
                                  $20,419,000
                                  ===========


The aggregate amount of time deposits, each with a minimum denomination of
$100,000 or more, was approximately $1,984,000 as of December 31, 2000.



                                       44
<PAGE>

7. INCOME TAXES

The reconciliation of the federal statutory to the actual income tax rate is as
follows:


                                                      2000         1999
                                                   ---------    ---------


Federal income tax benefit at 35% statutory rate   $ 195,000    $ 209,000
State income tax benefit, net of federal income
 tax effect                                           28,000       28,000

Valuation allowance                                 (223,000)    (237,000)
                                                   ---------    ---------
     Total                                         $      --    $      --
                                                   =========    =========


The Company has recorded a 100% valuation allowance against its deferred tax
asset as the Company is a start-up operation and it is more likely than not that
the deferred tax asset will not be realized.

The tax effect of temporary differences between the financial reporting basis
and income tax basis of assets and liabilities relates to the following as of
December 31:

Deferred tax assets:                         2000         1999
                                           -------    ---------

  Allowance for loan losses                109,000    $  55,000
  Intangible assets                         68,000       61,000
  Net operating loss carry forwards        489,000      319,000
  Other                                      4,000       12,000
                                           -------    ---------

       Total gross deferred tax assets     670,000      447,000
Less:  Valuation allowance                (670,000)    (447,000)
                                           -------    ---------

       Net deferred tax asset              $    --    $      --
                                           =======    =========

As of December 31, 2000, the Company had approximately $1,222,000 of net
operating loss carryforwards.


The net operating loss may be carried forward to offset future taxable income.
These net operating losses begin to expire in 2012.

8. RELATED PARTY TRANSACTIONS

One director of the Company is principal in a law firm that provides legal
services to the Company. As a result of these services, this firm was paid
$5,000 and $0 during the years ended December 31, 2000 and 1999, respectively.

As of December 31, 2000, approximately $820,000 in loans were outstanding to the
Company's officers, directors or their affiliates. Of this amount, approximately
$564,000 is secured by real estate. As of December 31, 1999, approximately
$59,000 in loans to the Company's officers, directors or affiliates was
outstanding.


                                       45
<PAGE>

9. COMMITMENTS AND CONTINGENCIES

The Company's exposure to credit loss in the event of nonperformance by the
other party to a financial instrument is represented by the contract amount of
the financial instrument.  The Company uses the same credit policies in making
commitments for off-balance-sheet financial instruments as it does for on-
balance-sheet financial instruments.  Financial instruments with off-balance-
sheet risk were as follows as of December 31, 2000:

                                                         Contract
                                                          Amount
                                                        -----------

Undisbursed lines of credit on commercial loans          $1,110,000
Undisbursed lines of credit on home equity loans            353,000
Residential construction mortgage loans to be funded        635,000
                                                         ----------
                                                         $2,098,000
                                                         ==========

The Company had outstanding commercial mortgage loan commitments of
approximately $428,000 for fixed rate loans and floating rate loans as of
December 31, 2000.  All commitments expire within one year.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally have fixed expiration dates or other termination clauses.  The Company
evaluates each customer's creditworthiness on a case-by-case basis.

The lease on the new branch located at 3860 East Lombard Street, Highlandtown,
MD 21224, commenced October 18, 2000. The leased space is contained within the
Highlandtown Village Shopping Center, and is managed by Landmark Properties,
Inc., 4848 Route 8, Unit 2, Allison Park, PA 15101. Term of the lease shall
extend for five years beginning November 1, 2000, with two options to extend the
lease for five additional years each. The total minimum rental commitment under
this lease for the first five years is as follows:


     Years ending December 31,

       2001             $15,730
       2002              15,730
       2003              16,445
       2004              16,803
       2005              17,517


     In addition to rental payments, the Bank is obligated to the landlord for a
prorated share of property taxes and common area maintenance. This prorated
share is approximately $6,400 per year.


10. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of cash and cash equivalents and accounts payable approximates
the carrying amount. For investment securities, fair value is determined using
quoted market prices.

Fair value of loans receivable is estimated by discounting future cash flows,
taking into consideration future loan losses, using current rates at which
similar loans would be made to



                                       46
<PAGE>

borrowers with similar credit ratings for the same remaining maturities. For
commitments to extend credit, the carrying amount is a reasonable estimate of
fair value. Management estimates that the fair value of loans receivable is
approximately $17,875,000 as of December 31, 2000.

With respect to deposits, fair value of noninterest bearing demand deposits, NOW
accounts, savings accounts and money market accounts is the amount payable on
demand at the reporting date. Fair value of fixed maturity term accounts and
individual retirement accounts is estimated using rates currently offered for
accounts of similar remaining maturities. Management estimates that the fair
value of deposits is approximately $20,450,000 as of December 31, 2000.

11. STOCKHOLDERS' EQUITY

Stock Option Plan

As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company measures compensation expense for its stock-based employee compensation
plans using the intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and provides pro
forma disclosures of net loss and loss per share as if the fair value-based
method prescribed by SFAS No. 123 had been applied in measuring compensation
expense.

On June 1, 1998, the Company adopted a stock option plan for the granting of
stock options to employees and non-employee directors.  Options granted to
directors are vested immediately and may be exercised six months after the grant
date.  Options granted to employees are subject to vesting and exercisability as
stated in the option agreement between the Company and the employee.  For
employees, in the event of termination without cause, the stock options expire
in three months from the date of termination. Options granted to directors
expire on the first anniversary of the effective date of termination as a
director. All options expire on the 10th anniversary of the grant date.  Certain
disclosures below have been restated from those previously reported due to a
misunderstanding in interpreting the terms of the stock option plan.

Had compensation cost for the Company's 2000 grants under the stock-based
compensation plans been determined consistent with SFAS No. 123, the Company's
net loss and net loss per common share would approximate the pro forma amounts
below for 2000 and 1999:

<TABLE>
<CAPTION>
                                                  2000                                    1999
                                      ----------------------------          -------------------------------
                                      As Reported        Pro Forma          As Reported           Pro Forma
                                      -----------        ---------          -----------           ---------
<S>                                    <C>               <C>                <C>                   <C>
 Net loss                              $(558,000)        $(592,000)          $(598,000)            $(641,000)
                                       =========         =========           =========             =========

Basic and diluted loss per
 share -                               $   (1.13)        $   (1.19)          $   (1.26)            $   (1.35)
                                       =========         =========           =========             =========
</TABLE>


                                       47
<PAGE>

The Company has computed for pro forma disclosure purposes the value of all
options granted during 2000 and 1999 using the Black-Scholes option pricing
model as prescribed by SFAS No. 123 and the following weighted average
assumptions:

                                    2000            1999
                                    ----            ----

Risk-free interest rate             5.14%       4.53 - 5.81%
Expected lives                      6 years     6 years
Expected volatility                 86.8%       60.3%

A summary of option transactions during the years ended December 31, 2000 and
1999, follows:

<TABLE>
<CAPTION>
                                                                 Year ended December 31,
                                                            2000                         1999
                                                          Weighted                     Weighted
                                                          Average                      Average
                                                          Exercise                     Exercise
                                          Shares           Price          Shares        Price
                                          ------          --------        ------       --------
<S>                                       <C>             <C>            <C>           <C>
Options outstanding, beginning of
 year                                      65,000          $10.45        42,000         $10.57
     Exercised                                 --              --            --             --
     Granted                                3,000            5.08        24,000          10.27
     Forfeited / cancelled                 (1,000)          10.60        (1,000)         12.00
                                           ------          ------        ------

Options outstanding, end of year           67,000           10.52        65,000          10.45
                                           ======                        ======

Shares available for future grant           7,000                         9,000
Options exercisable at end of year         66,000           10.43        51,000          10.57
Weighted average fair value of
 options granted                                           $ 6.74                       $ 5.01
</TABLE>

At December 31, 2000, the 67,000 options issued and outstanding had exercise
prices ranging from $5 - 12 and had a weighted average remaining contractual
life of 100 months.

Stock Warrants

On September 2, 1998, the Company issued to the holders of record of its common
stock on September 1, 1998, a dividend of one common stock purchase warrant for
each share of common stock then held by the stockholders (the "Dividend
Warrants"). Each Dividend Warrant entitles the holder thereof to purchase one
share of common stock at an exercise price of $10.00 per share, subject to
adjustment for certain events, beginning any time after April 1, 2000, until the

Dividend Warrant's expiration on September 1, 2008. As of December 31, 2000,
there were 300,000 Dividend Warrants outstanding.

In connection with a unit offering on October 9, 1998, the Company issued
warrants (the "Unit Warrants") to purchase an aggregate of 196,000 shares of the
Company's common stock. Each



                                       48
<PAGE>

Unit Warrant entitles the holder thereof to purchase one share of common stock
at an exercise price of $13.00 per share, subject to adjustment for certain
events, beginning any time after April 8, 2000, until the Unit Warrant's
expiration on September 1, 2008. As of December 31, 2000, there were 196,000
Unit Warrants outstanding.

RESTRICTIONS ON CASH DIVIDENDS

The amount of cash dividends that the Bank can pay to the Parent Company without
approval from the Federal Reserve Board is limited  to its net profits for the
current year plus its retained net profits for the preceding two years. Amounts
available for the payment of cash dividends during 2000 was $0.

RESTRICTIONS ON LENDING FROM SUBSIDIARY TO PARENT

Federal law imposes certain restrictions limiting the ability of the Bank to
transfer funds to the Parent Company in the form of loans or advances. Section
23A of the Federal Reserve Act prohibits the Bank from making loans or advances
to the Parent Company in excess of 10 percent of its capital stock and surplus,
as defined therein. There were no material loans or advances outstanding at
December 31, 2000.

12. REGULATORY MATTERS

The Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory - and possibly additional
discretionary - actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company and the Bank must meet specific capital guidelines that involve
quantitative measures of the Company's and the Bank's assets, liabilities and
certain off-balance sheet items as calculated under regulatory accounting
practices. The Company and the Bank's capital amounts and classification are
also subject to qualitative judgments by the regulators about components, risk
weighting and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios set
forth in the table below of total and Tier 1 capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as
defined) to average assets (as defined). Management believes, as of December 31,
2000, that the Company and the Bank meet all capital adequacy requirements to
which they are subject.


                                       49
<PAGE>

As of December 31, 2000 the Bank was categorized as well-capitalized under the
regulatory framework for prompt corrective action. To be categorized as well-
capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based,
and Tier 1 leverage ratios as shown in the following table. There are no
conditions or events since the Bank's most recent notification which management
believes have changed the Bank's category.

The Company and the Bank's actual capital amounts and ratios are presented in
the following table:

<TABLE>
<CAPTION>
                                                                                               Capitalized Under
                                                                       For Capital             Prompt Corrective
-------------------------------------------------------------------------------------------------------------------
                                             Actual                 Adequacy Purposes          Action Provisions
-------------------------------------------------------------------------------------------------------------------
                                       Amount        Ratio         Amount         Ratio        Amount       Ratio
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>         <C>              <C>         <C>           <C>
As of  December 31, 2000
---------------------------------
Total Capital
(to Risk-Weighted Assets)
Bank                                    3,522,000       20.2%        1,398,000        8.0%     1,748,000     10.0%
Company                                 3,492,000       20.0%        1,395,000        8.0%      n/a          n/a

Tier 1 Capital
(to Risk - Weighted Assets)
Bank                                    3,249,000       18.6%          699,000        4.0%     1,049,000      6.0%
Company                                 3,218,000       18.4%          698,000         40%      n/a           n/a

Tier 1 Capital
(to Average Assets)
Bank                                    3,249,000       15.9%          809,000        4.0%     1,012,000      5.0%
Company                                 3,218,000       15.7%          820,000        4.0%      n/a           n/a

n/a means not applicable
</TABLE>



                                       50
<PAGE>

13. AMERICASBANK CORP. (PARENT ONLY) FINANCIAL STATEMENTS


                                 BALANCE SHEET
                       AS OF DECEMBER 31, 2000 AND 1999

                                                      2000           1999
                                                  -----------    -----------
 ASSETS

Cash                                              $     6,000    $     1,000
Investments - available-for-sale, at fair value            --         37,000
Investment in subsidiary                            3,386,000      3,914,000
                                                  -----------    -----------

Total assets                                      $ 3,392,000    $ 3,952,000
                                                  ===========    ===========


LIABILITIES

Accrued expenses                                  $        --    $    62,000
Due to subsidiary                                      36,000             --
                                                  -----------    -----------

Total liabilities                                      36,000         62,000
                                                  -----------    -----------

STOCKHOLDERS' EQUITY

Common stock                                            5,000          5,000
Capital surplus                                     4,958,000      4,958,000
Accumulated deficit                                (1,627,000)    (1,068,000)
Accumulated other comprehensive income (loss)          20,000         (5,000)
                                                  -----------    -----------
Total stockholders' equity                          3,356,000      3,890,000
                                                  -----------    -----------

TOTAL LIABILITIES AND
                                                  -----------    -----------
STOCKHOLDERS' EQUITY                              $ 3,392,000    $ 3,952,000
                                                  ===========    ===========

                                       51
<PAGE>

                              Statement of Income
                For the Years Ending December 31, 2000 and 1999



                                                           2000         1999
                                                        ---------    ---------

Interest Income:
  Interest income on investment securities              $      --    $  21,000
                                                        ---------    ---------


   Total interest income                                       --       21,000
                                                        ---------    ---------

Interest expense on other borrowings                           --        1,000
                                                        ---------    ---------

  Total interest expense                                       --        1,000
                                                        ---------    ---------


               Total operating income                          --       20,000
                                                        ---------    ---------


Other Operating Expenses:
Salaries and benefits:                                      2,000           --
Professional fees                                           2,000       47,000
Other operating expenses                                    2,000       21,000
                                                        ---------    ---------
Total other operating expenses                              6,000       68,000
                                                        ---------    ---------

Net loss before equity in net loss of subsidiary bank      (6,000)     (48,000)
               Equity in net loss of subsidiary bank     (552,000)    (550,000)
                                                        ---------    ---------

          Net loss                                      $(558,000)   $(598,000)
                                                        =========    =========



                                       52
<PAGE>

                            Statement of Cash Flows
                 For the Years Ended December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                                      2000           1999
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Cash flow from operating activities:

 Net Loss                                                         $  (558,000)   $  (598,000)
 Adjustments to reconcile net loss to net cash
 used in operating activities:
   Equity in net loss of subsidiary bank                              552,000        550,000
   Decrease (increase in) accounts receivable                              --        169,000
   Increase (decrease) in intercompany payable                         36,000             --
   Increase (decrease) in accounts payable and accrued expenses       (62,000)      (189,000)
                                                                  -----------    -----------


      Net cash (used in) operating activities                         (32,000)       (68,000)
                                                                  -----------    -----------


Cash flows from investing activities:
   Purchase of investments available for sale                              --        (37,000)
   Proceeds from sales of investments available for sale               37,000             --
   Purchase of equity in subsidiary                                        --     (2,080,000)
                                                                  -----------    -----------


      Net cash provided by (used in) investing activities              37,000     (2,117,000)
                                                                  -----------    -----------


Cash flows from financing activities:
   Proceeds from common stock offering                                     --      2,352,000
   Stock offering costs                                                    --       (207,000)
                                                                  -----------    -----------


      Net cash provided by financing activities                            --      2,145,000
                                                                  -----------    -----------


Increase (decrease) in cash and cash equivalents                        5,000        (40,000)

Cash and cash equivalents, beginning of period                          1,000         41,000
                                                                  -----------    -----------


Cash and cash equivalents, end of period                          $     6,000    $     1,000
                                                                  ===========    ===========
</TABLE>

                                       53
<PAGE>

Item 8.  Change in and Disagreements with accountants on accounting and
         financial disclosure.

     There has been no occurrence requiring a response to this item.

                                   PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

     Directors of AmericasBank Corp.
     -------------------------------

     The directors of AmericasBank Corp., their ages, the years in which their
terms expire and the year in which they became directors are as follows:

<TABLE>
<CAPTION>

Name                                  Age         Term to Expire(1)        Director Since
---------------------------------  ----------  ------------------------  ------------------
<S>                                <C>         <C>                       <C>
Mark J. Atas                           46                2002                   1999
Garbis Baklayan                        53                2003                   1998
Nicholas J. Belitsos, M.D.             50                2003                   1998
Thomas M. Brandt, Jr.                  49                2002                   1999
William A. Fogle, Jr.                  64                2001                   1996
Constantine Frank                      45                2002                   1998
Kemp Jayadeva                          50                2001                   1996
Norman H. Katz                         73                2001                   1996
Shawki N. Malek, M.D.                  56                2001                   1998
Mark D. Noar, M.D.                     46                2002                   1998
Larry D. Ohler                         61                2001                   1996
Kenneth D. Pezzulla                    70                2001                   1996
Neena Rao, M.D.                        50                2001                   1999
Ramon F. Roig, Jr., M.D.               66                2003                   1998
Baldev Singh                           57                2002                   2000
Lee W. Warner                          46                2003                   1998
Carl A. J. Wright                      45                2002                   1999
</TABLE>
(1)  All of the directors with terms to expire in 2001 have been nominated to
     serve on the Board of Directors for an additional three (3) year term.
     Elections for these directors will take place at the 2001 Annual Meeting of
     Stockholders to be held in June 2001.  On September 24, 2000, Mr. Singh was
     appointed to the Board of Directors to fill a vacancy in a directorship
     that terminates at the 2002 Annual Meeting of Stockholders.  At the 2001
     Annual Meeting of Stockholders, Mr. Singh will stand for election for the
     remainder of the term.

     Biographical information concerning the directors is set forth below.

MARK J. ATAS is a director of AmericasBank Corp.  Mr. Atas is an attorney in
solo practice in the Baltimore metropolitan area and has been a solo
practitioner for over 20 years.

GARBIS BAKLAYAN is a director of AmericasBank Corp.  Mr. Baklayan is President
and Chief Executive Officer of Gary's Sportswear and Athletic Shoes, a shoe and
sportswear company, and has served in that capacity since 1978.

                                       54
<PAGE>

NICHOLAS J. BELITSOS, M.D. is a director of AmericasBank Corp.  Dr. Belitsos
currently practices internal medicine and gastroenterology in Baltimore,
Maryland and is President of Nicholas J. Belitsos, M.D., P.A.  He has served in
that capacity for the past thirteen years.

THOMAS M. BRANDT, JR. is a director of AmericasBank Corp.  Since April 1997, Mr.
Brandt has been a Senior Vice President and the Chief Financial Officer of
Telecommunication Systems, Inc., a software systems integration company.  From
May 1996 to March 1997, Mr. Brandt was a Senior Vice President and the Chief
Financial Officer of DIGEX, Inc., an internet service provider.  From August
1993 to May 1996, Mr. Brandt was a director of Price Waterhouse, LLP, a public
accounting and consulting firm.

WILLIAM A. FOGLE, JR. is Vice Chairman of the Board of Directors of AmericasBank
Corp. and AmericasBank.  Mr. Fogle currently is Vice President of York County
Property Management Company, a real estate construction, management and
development company in York County, Pennsylvania, and has served in that
capacity since January 1997.  Since January 1997, Mr. Fogle also has been a
licensed realtor with Century 21 Country Home, a real estate sales company.  He
was an Assistant Vice President of Marketing and Sales of BCI Contractors, Inc.,
a construction company, from February 1995 to December 31, 1996.  Mr. Fogle was
Secretary of the Maryland Department of Licensing and Regulation from 1987 to
February 1995.

CONSTANTINE FRANK is a director of AmericasBank Corp.  Since 1972, Mr. Frank has
been employed by Precision Vending, Inc. (f/k/a/ Nick Frank Vending, Inc.), a
vending company servicing customers in the Baltimore area.  Mr. Frank has been
President of Precision Vending, Inc. since July 1, 1997.

KEMP JAYADEVA is a director of AmericasBank Corp. and AmericasBank.  Mr.
Jayadeva currently is the President and sole stockholder of Allied Physician
Services, Inc., a computer services firm, and has served in that capacity for
over 14 years.

NORMAN H. KATZ is a director of AmericasBank Corp. and AmericasBank.  Mr. Katz
is an attorney in solo practice in the Baltimore metropolitan area and has been
a sole practitioner for over 18 years.  Mr. Katz was the assistant director of
the Division of Parole and Probation for the State of Maryland from 1955 to
1978.

SHAWKI N. MALEK, M.D. is the Secretary of AmericasBank Corp. and AmericasBank
and is a director of AmericasBank Corp. and AmericasBank.  Dr. Malek became the
Secretary of AmericasBank Corp. and AmericasBank in February 2000.  Dr. Malek is
in private practice specializing in adult and pediatric gastroenterology with
offices in Towson, Maryland and has served in that capacity since 1982.

MARK D. NOAR, M.D., is a director of AmericasBank Corp. and AmericasBank.  Dr.
Noar currently is a gastroenterologist in Baltimore, Maryland and is a principal
of Endoscopic Microsurgery Associates, P.A., which is a medical practice in
Baltimore,

                                       55
<PAGE>

Maryland. He has served in that capacity for over 11 years. Dr. Noar also is the
Medical Director and a principal of The Endoscopy Center, Inc., which operates
an ambulatory surgery center. He has served in that capacity for over eight
years.

LARRY D. OHLER is the Treasurer of AmericasBank Corp. and AmericasBank and a
director of AmericasBank Corp. and AmericasBank.  From June 1985 to February
1999, Mr. Ohler was the Chief Financial Officer of PATS, Inc., an aircraft
equipment manufacturer.  Since February 1999, Mr. Ohler has provided financial
consulting services to several private investors.

KENNETH D. PEZZULLA is the President of AmericasBank Corp. and is the Chairman
of the Board of Directors of AmericasBank Corp. and AmericasBank.  Mr. Pezzulla,
a director of AmericasBank Corp. since June 1996 and a director of AmericasBank
since December 1997, became Chairman of AmericasBank Corp. and AmericasBank on
January 1, 2000, and became President of AmericasBank Corp. in February 2000.
From June 1996 to February 2000, Mr. Pezzulla was the Secretary of AmericasBank
Corp., and from December 1997 to February 2000, Mr. Pezzulla was the Secretary
of AmericasBank.  Mr. Pezzulla currently is a member of Pezzulla and Pezzulla,
LLC, a Towson law firm, and has served in that capacity since 1995.  Mr.
Pezzulla had a solo legal practice from 1975 to 1995.  Mr. Pezzulla was a
director of Rushmore Trust & Savings, FSB, from 1989 to October 1997, and was a
director of its predecessor, LaCorona Building and Loan Association, from 1963
to 1989.  Mr. Pezzulla was President of LaCorona Building and Loan Association
from 1985 to 1988.

NEENA RAO, M.D. is a director of AmericasBank Corp.  Dr. Rao is in private
practice specializing in cardiology with offices in Towson and Randallstown,
Maryland, and has served in that capacity since 1987.

RAMON F. ROIG, JR., M.D. is a director of AmericasBank Corp. and AmericasBank.
Dr. Roig currently practices internal medicine and gastroenterology in
Baltimore, Maryland and is President of Ramon F. Roig, M.D., P.A. He has served
in that capacity since 1974.

BALDEV SINGH is a director of AmericasBank Corp.  Mr. Singh currently is
president of BJK Truckers Inn, Inc., a Maryland based developer and operator of
truck stops, gas stations and convenience stores, and has served in that
capacity since 1991.  In addition, Mr. Singh is a member of Network Processing,
LLC, a provider of automatic teller machines, and has been a member since April
1998.

LEE W. WARNER is a director of AmericasBank Corp.  Mr. Warner is the Chairman
and Chief Executive Officer of The L. Warner Companies, Inc., an investment
advisory firm, and he has served in that capacity since December 1992.

CARL A. J. WRIGHT is a director of AmericasBank Corp.  Since January 1998, Mr.
Wright has been the Regional Vice President of Interim Financial Solutions, an
executive search and interim staffing firm.  Prior to January 1998, Mr. Wright
was President of A.J.

                                       56
<PAGE>

Burton Group, Inc., an executive search and interim staffing firm, and he served
in that capacity beginning in 1990. In January 1998, A.J. Burton Group, Inc. was
purchased by Interim Services, Inc., the parent company of Interim Financial
Solutions, Inc.

     Executive Officers of AmericasBank Corp.
     ----------------------------------------

     The executive officers and significant employees of AmericasBank Corp. and
AmericasBank who do not serve on the Board of Directors of AmericasBank Corp.
are as follows:


<TABLE>
<CAPTION>

Name                         Age                        Position
-----------------------    -------      ---------------------------------------
<S>                                     <C>

Patricia D'Alessandro        55         Executive Vice President of AmericasBank
                                        Corp. and AmericasBank and a Director of
                                        AmericasBank
Richard J. Hunt, Jr.         37         Former President of AmericasBank and
                                        Former Senior Executive Vice President
                                        of AmericasBank Corp., and a Former
                                        Director of AmericasBank
Douglas W. DeVaughn          43         Senior Vice President of AmericasBank
                                        and Senior Credit Officer of
                                        AmericasBank
Steven T. Hudson             36         Former Chief Financial Officer of
                                        AmericasBank Corp. and AmericasBank
</TABLE>

     Biographical information concerning Ms. D'Alessandro and Messrs. Hunt,
DeVaughn and Hudson is set forth below.  Effective April 12, 2001, Mr. Hunt
resigned from his positions with AmericasBank Corp. and AmericasBank.  Effective
March 30, 2001, Mr. Hudson resigned from his positions with AmericasBank Corp.
and AmericasBank.

PATRICIA D'ALESSANDRO is the Executive Vice President of AmericasBank Corp. and
AmericasBank, and is a director of AmericasBank.  From December 1997 to December
1998, Ms. D'Alessandro was the President of AmericasBank.  Until December 1,
1997, Ms. D'Alessandro was a Vice President of Rushmore Trust and Savings, FSB
("Rushmore"), and had served in that capacity for over six years.  As a Vice
President of Rushmore, Ms. D'Alessandro was responsible for loan originations,
loan servicing, delinquencies and collections for both of Rushmore's branch
offices.  Ms. D'Alessandro was employed from 1962 to 1974 and from 1984 to 1989
by Chesapeake Federal Savings and Loan Association, during which time Ms.
D'Alessandro served in a variety of capacities, including assistant secretary of
the association and manager of loan servicing.

RICHARD J. HUNT, JR., served as the President and as a director of AmericasBank,
and as the Senior Executive Vice President of AmericasBank Corp. from September
1999 to April 2001.  From October 1997 to September 1998, Mr. Hunt was Vice
President/Private Banking for Chevy Chase Bank in Chevy Chase, Maryland, and in
that capacity was responsible for the development and operation of the bank's
private banking

                                       57
<PAGE>

group. From September 1994 to October 1997, Mr. Hunt was Vice
President/Corporate Lending and Vice President/Cash Management for Citizens
Savings Bank, FSB in Gaithersburg, Maryland. As Vice President/Corporate
Lending, Mr. Hunt was responsible for developing and managing the bank's
commercial (including small business) clients in Montgomery County, Maryland.
From January 1993 to September 1994, Mr. Hunt was Assistant Vice President/Not-
For-Profit Lending for Riggs National Bank in Washington, D.C., and in that
capacity was responsible for developing and implementing the bank's plan to
penetrate the not-for-profit lending market in Montgomery County, Maryland. From
May 1989 to January 1993, Mr. Hunt served in a variety of capacities for The
First National Bank of Maryland in Rockville, Maryland, including commercial
banking officer, corporate credit analyst and commercial branch manager.

DOUGLAS W. DEVAUGHN is the Senior Vice President of AmericasBank and the Senior
Credit Officer of AmericasBank.  From May 1998 to March 1999, Mr. DeVaughn was
Vice President/Account Officer for Chevy Chase Bank in Chevy Chase, Maryland,
and in that capacity was responsible for developing and managing relationship
with high income, high net worth clients.   From April 1994 to May 1998, Mr.
DeVaughn was Assistant Vice President/Relationship Manager for NationsBank (now
known as Bank of America) in Baltimore, Maryland, and in that capacity was
responsible for managing relationships with high income, high net worth clients.
From April 1986 to April 1994, Mr. DeVaughn served in a variety of capacities
for NationsBank.  From August 1980 to April 1986, Mr. DeVaughn served in a
variety of capacities for Central National Bank in Silver Spring, Maryland.

STEVEN T. HUDSON served as the Chief Financial Officer of AmericasBank Corp. and
AmericasBank from September 1999 to March 2001.  From August 1997 to August
1999, Mr. Hudson was Assistant Vice President/Assistant Controller of The
Columbia Bank in Columbia, Maryland, and in that capacity was responsible for,
among other things, the day-to-day operations of the bank's accounting staff,
the preparation of various financial statements and the preparation of various
bank regulatory reports.  From April 1995 to May 1997, Mr. Hudson was Assistant
Controller of SE Corporation of Michigan, a gas station holding company, and in
that capacity was responsible for, among other things, the day to day operations
of the accounting staff and the preparation of financial statements and budgets.

     Section 16(a) Beneficial Ownership Reporting Compliance
     -------------------------------------------------------

     AmericasBank Corp.'s directors and executive officers, and persons who
beneficially own more than 10% of AmericasBank Corp.'s Common Stock, are
required to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of any securities of AmericasBank
Corp.  Because AmericasBank Corp. did not receive any such reports or amendments
thereto during 2000 and did not receive any representations from such persons
that no reports were required, AmericasBank Corp. is unable to determine whether
any such persons failed to file a report on a timely basis or whether any such
person failed to file a required report.

                                       58
<PAGE>

Item 10.  Executive Compensation

     Summary Compensation Table.  The following table sets forth the
     --------------------------
compensation paid for the last three fiscal years to Richard J. Hunt, Jr., who
served as the Senior Executive Vice President of AmericasBank Corp. and as the
President of AmericasBank during the fiscal year ended December 31, 2000.  No
executive officer or employee of AmericasBank Corp. or AmericasBank received
compensation in excess of $100,000 during the last three fiscal years.  Other
than the grant of options, all compensation disclosed below was paid by
AmericasBank.


<TABLE>
<CAPTION>

                                                                                Long Term Compensation
                        Annual Compensation                                             Awards
-------------------------------------------------------------------------   -----------------------------
Name and                                                                      Restricted      Securities
Principal                                              Other Annual             Stock         Underlying      All Other
Position                Year    Salary       Bonus     Compensation            Award(s)        Options       Compensation
-------------------------------------------------------------------------   -----------------------------   -------------
<S>                     <C>     <C>         <C>        <C>                      <C>            <C>           <C>
Richard J. Hunt, Jr.    1998    $28,000         --               --                 --          8,000(2)            --
Senior Executive Vice   1999    $90,000     $5,000               --                 --          5,000(3)            --
President of            2000    $95,000         --               --                 --             --               --
AmericasBank Corp.
 and President of
 AmericasBank(1)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Effective April 12, 2001, Mr. Hunt resigned as Senior Executive Vice
     President of AmericasBank Corp. and as President of AmericasBank.

(2)  The exercise price of these options is $12.00 per share.  The fair market
     value of AmericasBank Corp.'s Common Stock on the date of grant of these
     options was determined in good faith by the Board of Directors to be $12.00
     per share.

(3)  The exercise price of these options is $10.00 per share.  The fair market
     value of AmericasBank Corp.'s Common Stock on the date of grant of these
     options was determined in good faith by the Board of Directors to be $10.00
     per share.

     Aggregate Options Table.  The following table sets forth information on the
     -----------------------
aggregate number of shares of Common Stock underlying unexercised options held
as of December 31, 2000 by Mr. Jameson and the aggregate dollar value of in-the-
money unexercised options held as of December 31, 2000 by Mr. Hunt.

                                       59
<PAGE>

<TABLE>
<CAPTION>

                           Number of Securities Underlying       Value of Unexercised in-the-Money
                            Unexercised Options at FY-End                 Options at FY-End
                           -------------------------------       ----------------------------------
         Name               Exercisable      Unexercisable       Exercisable       Unexercisable
---------------------      ------------      -------------       -----------       ----------------
<S>                        <C>               <C>                  <C>               <C>
Richard J. Hunt, Jr.          13,000(1)                --                --                 --
----------------------------------------------------------------------------------------------------
</TABLE>

(1)  The exercise price of 8,000 of these options is $12.00 per share and the
     exercise price of 5,000 of these options is $10.00 per share.

     Compensation of Directors.
     -------------------------

     Except for the grant of options to purchase shares of Common Stock as
described below, directors do not receive fees for their services, and are not
reimbursed for expenses incurred in connection with their service as directors.
It is expected that directors will not receive any monetary compensation until
such time as AmericasBank Corp. becomes profitable.

     Pursuant to AmericasBank Corp.'s stock option plan, each non-employee
director of AmericasBank Corp. or any subsidiary of AmericasBank Corp. is
granted an option to purchase 20 shares of Common Stock as of the date of his or
her attendance at a meeting of the Board of Directors of AmericasBank Corp. or a
committee thereof, or a meeting of a committee of the Board of Directors of a
subsidiary of AmericasBank Corp.  For purposes of this option grant program,
officers of AmericasBank Corp. who do not provide day-to-day services to
AmericasBank Corp. or AmericasBank are not considered to be employees of
AmericasBank Corp.

     Employment Contracts.
     --------------------

     Mr. Hunt's employment agreement with AmericasBank provided for an annual
base salary of $85,000, subject to annual review, and a term of three years.
However, Mr. Hunt had the right to terminate his employment at any time upon 90
days prior written notice and AmericasBank had the right to terminate Mr. Hunt's
employment at any time and for any reason. The employment agreement provided
that, if Mr. Hunt was terminated without cause, AmericasBank was required to pay
Mr. Hunt his salary for nine months after termination. The employment agreement
further provided that, in the event of a change in control of more than fifty
percent (50%) of the ownership of any class of AmericasBank Corp.'s outstanding
capital stock, and Mr. Hunt is terminated or elects to terminate his employment,
then AmericasBank was required to pay Mr. Hunt an amount equal to one year's
salary. Mr. Hunt was entitled to participate in any management bonus plan
established by AmericasBank and was entitled to receive all benefits offered to
AmericasBank's executive employees. Mr. Hunt also received an automobile expense
allowance of $400.00 per month. In addition, pursuant to the

                                       60
<PAGE>

employment agreement, Mr. Hunt was granted options to purchase 8,000 shares of
Common Stock.

     As indicated above, effective April 12, 2001, Mr. Hunt resigned as Senior
Executive Vice President of AmericasBank Corp. and as President of AmericasBank.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The table below sets forth information as of April 30, 2001, relating to
the beneficial ownership of the Common Stock by (i) each person or group
believed by management to own beneficially more than five percent (5%) of the
outstanding Common Stock; (ii) each of AmericasBank Corp.'s directors and
director nominees; (iii) the executive officers named in the Summary
Compensation Table in Item 10 above; and (iv) all directors and executive
officers of AmericasBank Corp. as a group.  As of April 30, 2001, there were
496,000 shares of Common Stock issued and outstanding.  Unless otherwise noted
below, AmericasBank Corp. believes that each person named in the table has the
sole voting and sole investment power with respect to each of the shares
reported as beneficially owned by such person.

                                       61
<PAGE>

<TABLE>
<CAPTION>

                                             Beneficial                     Percent of
Name & Address(1)                       Ownership of Shares(1)             Class Owned(1)
-------------------------------   -----------------------------------  -----------------------
<S>                              <C>                                  <C>

Marc J. Atas                                       14,842(2)                   2.95%
20 North Calvert Street
Suite 744
Baltimore, MD 21202
------------------------------------------------------------------------------------------

Garbis Baklayan                                    30,836(3)                   6.03%
300 Chapelwood Lane
Lutherville, MD 21093
------------------------------------------------------------------------------------------

Nicholas J. Belitsos, M.D.                         33,928(4)                   6.60%
St. Joseph Prof. Building
7401 Osler Drive, Suite 102
Towson, MD 21204
------------------------------------------------------------------------------------------

Thomas M. Brandt, Jr.                              12,840(5)                   2.55%
11806 Linden Chapel Road
Clarksville, MD 21029
------------------------------------------------------------------------------------------

William A. Fogle, Jr.                               6,808(6)                   1.36%
RR1 Box 192
Glen Rock, PA 17327
------------------------------------------------------------------------------------------

Constantine Frank                                  23,354(7)                   4.60%
14721 Manor Road
Phoenix, MD 21131
------------------------------------------------------------------------------------------

Richard J. Hunt, Jr.                               14,068(8)                   2.76%
2108 Tall Pines Court
Catonsville, MD 21228
------------------------------------------------------------------------------------------
J. Clarence Jameson, III                          123,216(9)                  22.10%
515 E. Joppa Road
Towson, MD 21286
------------------------------------------------------------------------------------------

Kemp Jayadeva                                      23,320(10)                  4.58%
3713 Michelle Way
Baltimore, MD 21208
------------------------------------------------------------------------------------------

Norman H. Katz                                      7,644(11)                  1.52%
3420 Lynne Haven Drive
Baltimore, MD 21244
------------------------------------------------------------------------------------------
</TABLE>

                                       62
<PAGE>

<TABLE>
<CAPTION>

                                             Beneficial                     Percent of
Name & Address(1)                       Ownership of Shares(1)             Class Owned(1)
-------------------------------   -----------------------------------  -----------------------
<S>                              <C>                                  <C>

Shawki N. Malek, M.D.                              44,622(12)                  8.59%
120 Sister Pierre Drive
Suite 408
Towson, MD 21204
------------------------------------------------------------------------------------------

Mark D. Noar, M.D.                                 23,380(13)                  4.60%
603 Hastings Road
Towson, MD 21286
------------------------------------------------------------------------------------------

Larry D. Ohler                                     22,428(14)                  4.41%
9570 Berger Road
Columbia, MD 21046
------------------------------------------------------------------------------------------

Kenneth D. Pezzulla                                17,660(15)                  3.46%
401 Washington Ave.
Suite 301
Towson, MD 21204-4804
------------------------------------------------------------------------------------------

Neena Rao, M.D.                                    25,144(16)                  4.94%
29 Treadwell Court
Lutherville, MD 21093
------------------------------------------------------------------------------------------

Ramon F. Roig, Jr., M.D.                           30,720(17)                  6.00%
15 Aigburth Road
Towson, MD 21204
------------------------------------------------------------------------------------------

Baldev Singh                                       29,054(18)                  5.69%
7401 Assateague Drive
Jessup, MD 20794
------------------------------------------------------------------------------------------

Lee W. Warner                                      25,280(19)                  4.97%
9515 Deereco Road, Suite 601
Timonium, MD 21093
------------------------------------------------------------------------------------------

Carl A. J. Wright                                  29,508(20)                  5.77%
120 E. Baltimore Street
22nd Floor
Baltimore, MD 21202
------------------------------------------------------------------------------------------

Officers and Directors as a                       415,436(21)                 57.43%
Group (18 people)
------------------------------------------------------------------------------------------
</TABLE>

                                       63
<PAGE>

(1)  All of the named individuals, other than Mr. Jameson and Mr. Hunt, are
     directors of AmericasBank Corp.  Mr. Jameson is believed by management to
     beneficially own more than five percent (5%) of the outstanding Common
     Stock.  Mr. Hunt is named as an executive officer in the Summary
     Compensation Table.  The number of shares beneficially owned includes
     shares of Common Stock subject to options or warrants held by the named
     individual that are exercisable as of, or within 60 days of, April 30,
     2001.  Such shares are deemed outstanding for the purpose of computing the
     percentage ownership of the person holding the options or warrants, but are
     not deemed outstanding for the purpose of computing the percentage
     ownership of any other person.
(2)  Includes warrants to purchase 7,291 shares and options to purchase 260
     shares.  The shares of Common Stock and the warrants are held for the
     benefit of Mr. Atas' SEP IRA, as to which Mr. Atas has sole voting and
     investment power.
(3)  Includes warrants to purchase 15,218 shares and options to purchase 400
     shares. 10,000 of the shares of Common Stock and 10,000 of the warrants are
     held for the benefit of Mr. Baklayan's IRA, as to which Mr. Baklayan has
     sole voting  and  investment power.
(4)  Includes warrants to purchase 16,184 shares and options to purchase 1,560
     shares. 5,000 of the shares of Common Stock and 5,000 of the warrants are
     held for the benefit of the Nicholas J. Belitsos, M.D. Profit Sharing
     Trust, as to which Dr. Belitsos is the sole trustee; 2,100 shares of the
     Common Stock and 2,100 of the warrants are held by dependent children;
     1,000 shares of the Common Stock and 1,000 of the warrants are held jointly
     with Dr. Belitsos' wife, as to which Dr. Belitsos shares voting and
     investment power; and 1,000 of the shares of Common Stock and 1,000 of the
     warrants are held by Dr. Belitsos' wife.  Dr. Belitsos disclaims beneficial
     ownership as to the shares of Common Stock and warrants held by his wife.
(5)  Includes warrants to purchase 6,250 shares and options to purchase 340
     shares. The shares of Common Stock and the warrants are held for the
     benefit of Mr. Brandt's IRA, as to which Mr. Brandt has sole voting and
     investment power.
(6)  Includes warrants to purchase 1,984 shares and options to purchase 2,840
     shares. 200 of the shares of Common Stock and 200 of the warrants are held
     for the benefit of Mr. Fogle's IRA, as to which Mr. Fogle has sole voting
     and investment power.
(7)  Includes warrants to purchase 11,417 shares and options to purchase 520
     shares. 10,367 shares of the Common Stock and 10,367 of the warrants are
     held jointly with Mr. Frank's wife, as to which Mr. Frank shares voting and
     investment power; and 1,000 shares of the Common Stock and 1,000 of the
     warrants are held for the benefit of Mr. Frank's IRA, as to which Mr. Frank
     has sole voting and investment power.
(8)  Includes warrants to purchase 534 shares and options to purchase 13,000
     shares.  450 shares of the Common Stock and 450 of the warrants are held by
     Mr. Hunt's IRA, as to which Mr. Hunt has sole voting and investment power.
(9)  Includes warrants to purchase 61,608 shares. 32,346 of the shares of
     Common Stock and 32,346 of the warrants are held jointly with Mr. Jameson's
     wife, as to which Mr. Jameson shares voting and investment power; 18,700 of
     the shares of

                                       64
<PAGE>

     Common Stock and 18,700 of the warrants are held for the benefit of
     Mr. Jameson's IRA, as to which Mr. Jameson has sole voting and investment
     power; and 4,850 of the shares of Common Stock and 4,850 of the warrants
     are held by Mr. Jameson's wife's IRA. Mr. Jameson disclaims beneficial
     ownership as to the shares of Common Stock and warrants held by his wife's
     IRA.
(10) Includes warrants to purchase 10,500 shares and options to purchase 2,320
     shares. 2,450 of the shares of Common Stock and 2,450 of the warrants are
     held jointly with Mr. Jayadeva's wife, Shobha Jayadeva, M.D., as to which
     Mr. Jayadeva shares voting and investment power; 2,500 of the shares of
     Common Stock and 2,500 of the warrants are held by dependent children; 500
     of the shares of Common Stock and 500 of the warrants are held by Nivi
     Corporation; and 5,000 of the shares of Common Stock and 5,000 of the
     warrants are held for the benefit of the Shobha Jayadeva Pension Plan, as
     to which Shobha Jayadeva, M.D., is the sole trustee.  Mr. Jayadeva,
     directly or indirectly, controls the voting and investment power of Nivi
     Corporation.  Mr. Jayadeva disclaims beneficial ownership as to the shares
     of Common Stock and warrants held for the benefit of his wife's pension
     plan.
(11) Includes warrants to purchase 2,842 shares and options to purchase 1,960
     shares. 2,000 of the shares of Common Stock and 2,000 of the warrants are
     held for the benefit of Mr. Katz's wife's IRA, as to which Mrs. Katz has
     sole voting and investment power.  Mr. Katz disclaims beneficial ownership
     as to the shares of Common Stock and warrants held for the benefit of his
     wife's IRA.
(12) Includes warrants to purchase 21,301 shares and options to purchase 2,020
     shares. 16,584 of the shares of Common Stock and 16,584 of the warrants are
     held for the benefit of the Shawki N. Malek KEOGH Plan, as to which Dr.
     Malek is the trustee, and 500 of the shares of Common Stock and 500 of the
     warrants are held by dependent children.  The 16,584 shares of Common Stock
     and 16,584 warrants held for the benefit of the Shawki N. Malek KEOGH Plan
     include 15,084 shares of Common Stock and 15,084 warrants held for the
     benefit of Dr. Malek and 1,500 shares of Common Stock and 1,500 warrants
     held for the benefit of Dr. Malek's wife.  Dr. Malek disclaims beneficial
     ownership as to the shares of Common Stock and warrants held in the KEOGH
     Plan for the benefit of his wife.
(13) Includes warrants to purchase 11,260 shares and options to purchase 860
     shares. 9,950 of the shares of Common Stock and 9,950 of the warrants are
     held jointly with Dr. Noar's wife, as to which Dr. Noar shares voting and
     investment power; and 1,260 of the shares of Common Stock and 1,260 of the
     warrants are held by dependent children.
(14) Includes warrants to purchase 10,334 shares and options to purchase 1,760
     shares. 2,642 of the shares of Common Stock and 2,642 of the warrants are
     held by PLEDGE, a general partnership, 1,600 of the shares of Common Stock
     and 1,600 of the warrants are held by Columbia Leasing Corporation and
     1,042 of the shares of Common Stock and 1,042 of the warrants are held by
     Columbia Leasing Associates, Inc.  Mr. Ohler, directly or indirectly,
     controls the voting and investment power of PLEDGE, Columbia Leasing
     Corporation and Columbia Leasing Associates, Inc.

                                       65
<PAGE>

(15) Includes warrants to purchase 3,050 shares and options to purchase 11,560
     shares. 3,000 of the shares of Common Stock and 3,000 of the warrants are
     held for the benefit of Mr. Pezzulla's IRA, as to which Mr. Pezzulla has
     sole voting and investment power.
(16) Includes warrants to purchase 12,502 shares and options to purchase 140
     shares. 4,168 of the shares of Common Stock and 4,168 of the warrants are
     held by dependent children.
(17) Includes warrants to purchase 14,500 shares and options to purchase 1,720
     shares. 3,000 of the shares of Common Stock and 3,000 of the warrants are
     held for the benefit of Dr. Roig's IRA, as to which Dr. Roig has sole
     voting and investment power; 8,500 of the shares of Common Stock and 8,500
     of the warrants are held for the benefit of the Raymond F. Roig, Jr., M.D.
     Profit Sharing Trust, as to which Dr. Roig is the sole trustee; and 2,000
     of the shares of Common Stock and 2,000 of the warrants are held for the
     benefit of Dr. Roig's wife's IRA, as to which Mrs. Roig has sole voting and
     investment power.  Dr. Roig disclaims beneficial ownership as to the share
     of Common Stock and warrants held for the benefit of his wife's IRA.
(18) Includes warrants to purchase 14,517 shares and options to purchase 20
     shares.  1,000 shares of Common Stock and 1,000 of the warrants are held
     jointly with Mr. Singh's wife, as to which Mr. Singh shares voting and
     investment power, and 2,100 shares of Common Stock and 2,100 warrants are
     held by DLD Associates, L.P.  Mr. Singh, directly or indirectly, controls
     the voting and investment power of DLD Associates, L.P.  Also includes
     1,000 shares of Common Stock and 1,000 warrants held by Mr. Singh's wife.
     Mr. Singh disclaims beneficial ownership as to the shares held by his wife.
(19) Includes warrants to purchase 12,500 shares and options to purchase 280
     shares. The shares of Common Stock and the warrants are held jointly with
     Mr. Warner's wife, as to which Mr. Warner shares voting and investment
     power.
(20) Includes warrants to purchase 14,584 shares and options to purchase 340
     shares.
(21) Includes warrants to purchase 186768 shares and options to purchase 40,900
     shares.

Item 12.  Certain Relationships and Related Transactions

     AmericasBank Corp. and AmericasBank have engaged and expect to engage in
the future in transactions in the ordinary course of business with their
directors and officers and such persons' affiliates on substantially the same
terms as those prevailing at the time for comparable transactions with unrelated
parties.  These transactions are not expected to present any special unfavorable
features to AmericasBank Corp. or AmericasBank.

     Beginning in 2000, AmericasBank changed its policy of making only
hypothecated loans to its officers, directors and their affiliates and began
making all types of loans to these persons.  Under current law, AmericasBank's
loans to directors, officers and their affiliates are required to be made on
substantially the same terms, including interest rates, as those prevailing for
comparable transactions and must not involve more

                                       66
<PAGE>

than the normal risk of repayment or present other unfavorable features.
Furthermore, all loans to such persons must be approved in advance by a
disinterested majority of the Board of Directors.

     As of December 31, 2000, approximately $820,000 in loans were outstanding
to AmericasBank's officers, directors or their affiliates. Of this amount,
approximately $564,000 is secured by real estate.  As of December 31, 1999,
approximately $59,000 in loans to AmericasBank Corp.'s officers, directors or
affiliates was outstanding.

     In February 1999, AmericasBank entered into an agreement with Network
Processing, LLC, of which Director Baldev Singh is a member, pursuant to which
Network Processing agreed to place AmericasBank's name on automatic teller
machines owned by Network Processing and located at various truck stops, gas
stations and convenience stores throughout the Baltimore metropolitan area.
Although AmericasBank receives no revenues from the branded machines, bank
customers may use the branded machines for no charge.

     AmericasBank Corp. and Network Processing were parties to a lease pursuant
to which Network Processing leased approximately 700 square feet of office space
on the second floor of AmericasBank Corp.'s executive offices located at 500
York Road, Towson, Maryland 21286.  The lease commenced on August 1, 1998 and
terminated on July 31, 2000.  Pursuant to the lease, Network paid $400 per month
during months one through six, $700 per month during months seven through twelve
and $725 per month during the second year of the lease.

Item 13.  Exhibits and Reports on Form 8-K

(a) Exhibits. The following exhibits are filed with or incorporated by reference
into this report.

                                       67
<PAGE>

Exhibit No.:    Exhibit:
-----------     -------

    3.1             Articles of Incorporation of the Registrant***
    3.2             Amended and Restated Bylaws of the Registrant**
    4.1             Form of Purchase Warrant**
    4.2             Form of Dividend Warrant**
    4.3             Form of Stock Certificate***
    10.1            AmericasBank Corp. Stock Option Plan, as amended
    10.2            Form of Founder Loan Agreement by and among the
                    Registrant, the organizers of the Registrant and
                    certain other parties regarding organizational loans
                    to the Registrant***
    10.3            Indemnity Agreement by and among the Registrant,
                    AmericasBank (in organization) and Rushmore Trust and
                    Savings, FSB***
    10.4            Agreement of Lease by and between the AmericasBank
                    Holdings Corporation and Network Processing, LLC**
    10.5            Employment Agreement between AmericasBank and Richard
                    J. Hunt, Jr.**
    10.6            Amendment to Employment Agreement between AmericasBank
                    and Richard J. Hunt, Jr.*
    10.7            Branch Purchase and Assumption Agreement by and
                    between AmericasBank (in organization) and Rushmore
                    Trust & Savings, FSB***
    10.8            Modification to Branch Purchase and Assumption
                    Agreement by and between AmericasBank and Rushmore
                    Trust & Savings, FSB***
    10.9            Second Modification to Branch Purchase and Assumption
                    Agreement by and between AmericasBank and Rushmore
                    Trust & Savings, FSB***
   10.10            Third Modification to Branch Purchase and Assumption
                    Agreement by and between AmericasBank and Rushmore
                    Trust & Savings, FSB****
   10.11            Loan Purchase and Assumption Agreement by and between
                    AmericasBank (in organization) and Rushmore Trust &
                    Savings, FSB***
   10.12            Modification to Purchase and Assumption Agreement by
                    and between AmericasBank and Rushmore Trust & Savings,
                    FSB***


                                      68
<PAGE>

   10.13            Second Modification to Loan Purchase and Assumption
                    Agreement by and between AmericasBank and Rushmore
                    Trust & Savings, FSB***
   10.14            Third Modification to Loan Purchase and Assumption
                    Agreement by and between AmericasBank and Rushmore
                    Trust & Savings, FSB****
   10.15            Purchase and Sale Agreement by and between
                    NationsBank, N.A. and AmericasBank Holdings
                    Corporation****
   21               Subsidiaries of the Registrant**

* Item 10.6 was previously filed by AmericasBank Corp. as Exhibits (with Exhibit
Numbers 6E and 27B) to AmericasBank Corp.'s Annual Report on Form 10-KSB, filed
on March 31, 1999, and such documents are incorporated herein by reference.

** Items 3.2, 4.1, 4.2, 10.4, 10.5 and 21 as listed above, were previously filed
by AmericasBank Corp. as Exhibits (with Exhibit Numbers 2B, 3A, 3B, 6C, 6D and
21) to AmericasBank Corp.'s Registration Statement on Form SB-1, as amended,
filed on August 13, 1998 (SEC File No. 333-61335), and such documents are
incorporated herein by reference.

*** Items 3.1, 4.3, 10.2, 10.3, 10.7, 10.8, 10.9, 10.11, 10.12 and 10.13, as
listed above, were previously filed by AmericasBank Corp. as Exhibits (with
Exhibit Numbers 2A, 12B, 6A, 6B, 8A(i), 8A(ii), 8A(iii), 8B(i), 8B(ii) and
8B(iii)) to AmericasBank Corp.'s Registration Statement on Form SB-1, as
amended, filed on June 10, 1997 (SEC File No. 333-28881), and such documents are
incorporated herein by reference.

**** Items 10.10, 10.14 and 10.15, as listed above, were previously filed by
AmericasBank Corp. as Exhibits (with Exhibit Numbers 8A(iv), 8B(iv) and 8C) to
AmericasBank Corp.'s Annual Report on Form 10-KSB, filed on March 31, 1998, and
such documents are incorporated herein by reference.


(b) Reports of Form 8-K. During the quarter ended December 31, 2000,
AmericasBank Corp. filed with the Securities and Exchange Commission a Current
Report on Form 8-K, Item 4 and 7, dated December 1, 2000, to report that Keller
Bruner & Company, LLP had merged with McGladrey & Pullen, LLP and that Keller
Bruner & Company would no longer be the auditor for the Registrant. McGladrey &
Pullen, LLP was appointed the Registrant's new auditor.

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<PAGE>

                                   SIGNATURES

   In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              AMERICASBANK CORP.


Date:  June 5, 2001           By: /s/ Kenneth D. Pezzulla
                                  ---------------------------

                                      Kenneth D. Pezzulla,
                                      Chairman of the Board



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<PAGE>

                                 EXHIBIT INDEX

      3.1          Articles of Incorporation of the Registrant***
      3.2          Amended and Restated Bylaws of the Registrant**
      4.1          Form of Purchase Warrant**
      4.2          Form of Dividend Warrant**
      4.3          Form of Stock Certificate***
      10.1         AmericasBank Corp. Stock Option Plan, as amended
      10.2         Form of Founder Loan Agreement by and among the
                   Registrant, the organizers of the Registrant and
                   certain other parties regarding organizational loans
                   to the Registrant***
      10.3         Indemnity Agreement by and among the Registrant,
                   AmericasBank (in organization) and Rushmore Trust and
                   Savings, FSB***
      10.4         Agreement of Lease by and between the AmericasBank
                   Holdings Corporation and Network Processing, LLC**
      10.5         Employment Agreement between AmericasBank and Richard
                   J. Hunt, Jr.**
      10.6         Amendment to Employment Agreement between AmericasBank
                   and Richard J. Hunt, Jr.*
      10.7         Branch Purchase and Assumption Agreement by and
                   between AmericasBank (in organization) and Rushmore
                   Trust & Savings, FSB***
      10.8         Modification to Branch Purchase and Assumption
                   Agreement by and between AmericasBank and Rushmore
                   Trust & Savings, FSB***
      10.9         Second Modification to Branch Purchase and Assumption
                   Agreement by and between AmericasBank and Rushmore
                   Trust & Savings, FSB***
      10.10        Third Modification to Branch Purchase and Assumption
                   Agreement by and between AmericasBank and Rushmore
                   Trust & Savings, FSB****
      10.11        Loan Purchase and Assumption Agreement by and between
                   AmericasBank (in organization) and Rushmore Trust &
                   Savings, FSB***
      10.12        Modification to Purchase and Assumption Agreement by
                   and between AmericasBank and Rushmore Trust & Savings,
                   FSB***

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<PAGE>

      10.13        Second Modification to Loan Purchase and Assumption
                   Agreement by and between AmericasBank and Rushmore
                   Trust & Savings, FSB***
      10.14        Third Modification to Loan Purchase and Assumption
                   Agreement by and between AmericasBank and Rushmore
                   Trust & Savings, FSB****
      10.15        Purchase and Sale Agreement by and between
                   NationsBank, N.A. and AmericasBank Holdings
                   Corporation****
      21           Subsidiaries of the Registrant**


* Items 10.6 as listed above, were previously filed by AmericasBank Corp. as
Exhibits (with Exhibit Numbers 6E to AmericasBank Corp.'s Annual Report on Form
10-KSB, filed on March 31, 1999, and as to 27A to the 10KSB, filed on March 30,
2000) and such documents are incorporated herein by reference.

** Items 3.2, 4.1, 4.2, 10.4, 10.5 and 21 as listed above, were previously filed
by AmericasBank Corp. as Exhibits (with Exhibit Numbers 2B, 3A, 3B, 6C, 6D and
21) to AmericasBank Corp.'s Registration Statement on Form SB-1, as amended,
filed on August 13, 1998 (SEC File No. 333-61335), and such documents are
incorporated herein by reference.

*** Items 3.1, 4.3, 10.2, 10.3, 10.7, 10.8, 10.9, 10.11, 10.12 and 10.13, as
listed above, were previously filed by AmericasBank Corp. as Exhibits (with
Exhibit Numbers 2A, 12B, 6A, 6B, 8A(i), 8A(ii), 8A(iii), 8B(i), 8B(ii) and
8B(iii)) to AmericasBank Corp.'s Registration Statement on Form SB-1, as
amended, filed on June 10, 1997 (SEC File No. 333-28881), and such documents are
incorporated herein by reference.

**** Items 10.10, 10.14 and 10.15, as listed above, were previously filed by
AmericasBank Corp. as Exhibits (with Exhibit Numbers 8A(iv), 8B(iv) and 8C) to
AmericasBank Corp.'s Annual Report on Form 10-KSB, filed on March 31, 1998, and
such documents are incorporated herein by reference.


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