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U.S. Securities and Exchange Commission

Washington, D.C. 20549



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Form 10-KSB



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the year ended December 31, 2004



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



For the transition period from              to



Commission File Number 333-111918

Commission File Number 333-110947



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AmericasBank Corp.

(Name of small business issuer in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 52-2090433                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



500 York Road

Towson, Maryland 21204

(Address of principal executive offices) (Zip Code)



Issuers telephone number: 410-823-0500



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



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



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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.  x



The issuers revenues for
its most recent fiscal year were $1,845,274.



The aggregate
market value of the common equity held by non-affiliates was $6,276,232 as of March 11, 2005, based on a sales price of $2.00 per share of Common Stock, which is the sales price at which shares of Common Stock were last sold in over the counter
trading on March 11, 2005.



The number of shares outstanding of
the issuers Common Stock was 3,766,810 as of March 11, 2005.



Transitional Small Business Disclosure Format (check one):    Yes ̈No  x



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PART I



Item 1. Description of Business



BUSINESS OF AMERICASBANK CORP. AND AMERICASBANK



History



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 operations on December 1, 1997 with $3.0 million in capital and one office located in the Highlandtown area of Baltimore, Maryland. Also on December 1, 1997, AmericasBank acquired certain loans and other assets and
assumed certain deposits and other liabilities primarily related to the Baltimore, Maryland branch office of Rushmore Trust & Savings, FSB. AmericasBank commenced operations from Rushmores former Baltimore, Maryland branch office.



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 office becoming a branch office.



AmericasBank converted to a Maryland commercial bank so that it could refocus its lending strategy from originating one-to-four family mortgage loans to originating commercial real estate, commercial business, construction and consumer
loans without being limited to the activities permitted under a thrift charter. At that time AmericasBank also planned on pursuing a strategy of long-term growth by opening additional branches.



AmericasBank was not successful in implementing its business plans in
connection with the conversion. It continued to incur losses during 2000 and 2001 (after incurring losses in 1997, 1998 and 1999). Moreover, AmericasBank failed to implement proper internal and operational controls. As a result, in 2001,
AmericasBank Corp. and AmericasBank became subject to the regulatory agreements and conditions described below. AmericasBank Corp. also incurred losses in 2002, 2003 and 2004.



Regulatory Matters



Written Agreement



On August 3, 2001, AmericasBank Corp. and AmericasBank entered into a Written Agreement with the Federal Reserve Bank of Richmond and the Maryland
Division of Financial Regulation. In the Written Agreement, AmericasBank Corp. and AmericasBank agreed to, among other things, the following:



| |  |  | Within 30 days of the Written Agreement, review the current structure and composition of their respective boards of directors and committees to determine if they were suitable and
appropriate for the size and needs of AmericasBank Corp. and AmericasBank; Within 60 days of the Written Agreement, submit to the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation a written plan to strengthen
board oversight and management information systems;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Within 90 days of the Written Agreement, forward to the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation a written report prepared by
AmericasBanks board of directors regarding the functions and performance of AmericasBanks officers and employees and the actions the board of directors proposes to take to strengthen AmericasBanks management;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Within 60 days of the Written Agreement, submit to the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation an acceptable joint written plan to
maintain sufficient capital in AmericasBank;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Within 30 days of the Written Agreement, review and grade all mortgage loans acquired from third parties to determine the risk exposure of such loans and to submit to the Federal
Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation an acceptable plan and procedures to monitor such loans;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Within 30 days after the end of each calendar quarter, submit to the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation a quarterly written
report regarding the status of all loans acquired from third parties;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Within 30 days of the Written Agreement, achieve, and thereafter, maintain, through charges to current operating income, an adequate valuation reserve for loan and lease losses;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Within 60 days of the Written Agreement, submit to the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation acceptable written procedures designed
to strengthen AmericasBanks internal controls;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Not declare or pay any dividends without the prior written approval of the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Not directly or indirectly incur any debt without prior written approval of the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Within 60 days of the Written Agreement, submit to the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation an acceptable written plan to monitor
AmericasBanks sensitivity to market risk;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Within 30 days of the Written Agreement, submit to the Federal Reserve Bank of Richmond and the Maryland Commissioner of Financial Regulation a written business plan and budget for
the remainder of 2001 and 2002 and, at least one month prior to the beginning of each subsequent calendar year, a business plan and budget for such calendar year;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the term of the Written Agreement, AmericasBank Corp. and AmericasBank shall seek prior approval from the Federal Reserve Bank of Richmond before appointing any new director
or hiring or promoting any senior executive officers;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Within 30 days after the end of each calendar quarter following the date of the Written Agreement, submit to the Federal Reserve Bank of Richmond and the Maryland Commissioner of
Financial Regulation a written progress report (prepared by the board of directors) detailing the actions taken to comply with each provision of the Written Agreement and the results of those actions.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Written Agreement also prohibits us from amending or rescinding approved
plans and procedures without the prior written approval of the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation. No assurances can be given that all changes to our operations, risk management systems or oversight
functions have been properly approved. Furthermore, our new management, who joined us during July and August 2003, have made changes they believe are appropriate to certain risk management systems and operations without first obtaining the approval
of the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation.



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Although we cannot state that we are in compliance with the Written Agreement, we believe that we are in
material compliance and that the changes we have made are consistent with operating the Bank in a safe and sound manner.



Violation of the Written Agreement could result in judicial enforcement of the Written Agreement by the Federal Reserve Bank of Richmond and the Maryland
Division of Financial Regulation. Violation of the Written Agreement could also result in the assessment of civil money penalties against AmericasBank Corp., AmericasBank and their respective boards of directors and management, and/or other
regulatory enforcement actions including, but not limited to, the removal of directors and management. Any of these actions would have a serious adverse effect on AmericasBank Corp. and AmericasBank and could threaten their continued operations as a
bank holding company and a bank.



Memorandum of
Understanding



On June 18, 2001, AmericasBank received the
consumer affairs examination report that the Federal Reserve Bank of Richmond conducted on its operations. In this report, the Federal Reserve Bank of Richmond identified violations of laws and regulations including Regulation B (Equal Credit
Opportunity), Regulation E (Electronic Funds Transfer), Regulation Z (Truth in Lending), Regulation CC (Availability of Funds and Collection of Checks) and the Real Estate Settlement Procedures Act. The Federal Reserve Bank referred the Real Estate
Settlement Procedures Act violations to the U.S. Department of Housing and Urban Development as is required under applicable law. As of March 11, 2005, the U.S. Department of Housing and Urban Development has taken no action against AmericasBank.



In view of these violations, AmericasBank and the Federal
Reserve Bank of Richmond entered into a Memorandum of Understanding on October 25, 2001 whereby AmericasBank and/or its board of directors agreed to take certain actions to improve its compliance procedures. Our new management was able to improve
our compliance systems and we learned during the first quarter of 2005 that the Federal Reserve Bank of Richmond terminated the Memorandum of Understanding.



Location and Market Area



We consider our primary market area to be Northern Baltimore County, Maryland and the Highlandtown area of Baltimore. Our secondary market area includes
the Baltimore Metropolitan Area, consisting of Baltimore City and the surrounding counties of Anne Arundel, Baltimore, Carroll, Harford, Howard, and Frederick County, Maryland and south-central Pennsylvania. The economy of our market area is
diversified, with a mix of services, manufacturing, wholesale/retail trade and federal and local government. Manufacturing in the market area is dominated by high technology, particularly within the defense industry. Similar to national trends, most
of the job growth in our market area has been realized in service related industries, and service jobs account for the largest portion of the workforce.



Our branch offices are located in Towson, Maryland and in the Highlandtown area of Baltimore. We also have a mortgage loan origination office in
Towson, Maryland. Towson, Maryland is in Baltimore County, and is the county seat. Highlandtown is in the eastern quadrant of Baltimore City and is historically a stable blue-collar community of low to moderate income families.



|Lending | Activities
|------- | ----------



General. Our primary source of income is generated from the interest earned on our loan portfolio and fees generated from our lending activities.
AmericasBanks objective is to systemically grow a high quality, diversified loan portfolio that affords us the opportunity to earn higher levels of noninterest income through fees and service charges. In the short term, we will focus our
efforts on residential mortgage lending because we believe it to be the most cost effective method for a community bank to generate loan volume and produce fee income. We also intend to emphasize commercial mortgage loans and commercial loans
extended for general business purposes to small and medium-size businesses in our primary market area.



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Residential mortgage lending includes long-term conventional and non-conforming mortgages originated for
our portfolio or for sale into the secondary market, adjustable rate mortgages, loans to homeowners or small developers for the acquisition and construction or rehab of single-family homes and lot loans. Commercial mortgage loans include loans for
the acquisition, development, rehabilitation or investment in commercial or residential real property (generally for other than single family homes). We intend to aggressively pursue commercial lending opportunities where the loan relationships
provide us with opportunities to develop high volume depository relationships. We expect the principals of the businesses we finance to personally guaranty their commercial loans.



We believe that consumer installment loans and home equity loans will serve to provide further diversification and will
support our retail banking platform.



The following table
summarizes the composition of the loan portfolio by dollar amount and percentages at the dates indicated:



|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  
|-------------------------------------------- |  | --------------------------- | ---------- | - | - | ------ | - | ---- | - | ---------- | - |  | ------ | -
|                                             |  | Loan Portfolio December 31, |           
|                                             |  | 2004                        |            |   | % |        |   | 2003 |   |            | % | 
|Residential real estate                      |  | $                           | 15,743,998 |   |   | 49.67  | % |      | $ | 3,213,352  |   |  | 20.44  | %
|Construction and land development            |  |                             | 3,975,815  |   |   | 12.54  | % |      |   | 735,246    |   |  | 4.68   | %
|Commercial, including real estate            |  |                             | 5,688,317  |   |   | 17.94  | % |      |   | 5,669,224  |   |  | 36.07  | %
|Commercial finance leases                    |  |                             | 3,751,607  |   |   | 11.84  | % |      |   | 4,893,607  |   |  | 31.14  | %
|Home equity                                  |  |                             | 2,171,661  |   |   | 6.85   | % |      |   | 922,186    |   |  | 5.87   | %
|Installment                                  |  |                             | 369,151    |   |   | 1.16   | % |      |   | 283,147    |   |  | 1.80   | %
|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  
|                                             |  |                             | 31,700,549 |   |   | 100.00 | % |      |   | 15,716,762 |   |  | 100.00 | %
|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  
|Allowance for loan and lease losses          |  |                             | (315,127   | ) |   |        |   |      |   | (275,077   | ) |  |        |  
|Deferred loan origination fees, net of costs |  |                             | (140,260   | ) |   |        |   |      |   | (16,837    | ) |  |        |  
|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  
|                                             |  | $                           | 31,245,162 |   |   |        |   |      | $ | 15,424,848 |   |  |        |  
|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  



Residential
Mortgage Lending.



Long-Term Fixed-Rate Mortgages
Originated for Sale. To generate fee income, we intend to focus our efforts on fixed-rate conventional and government insured residential mortgage loans that can be sold in the secondary market on a servicing released basis. Secondary market
activity is conducted either as a broker, where the loan is funded at settlement by an investor and the bank earns a fee, or as correspondent where the bank funds the loan at settlement and thereafter sells the loan to an investor and recognizes a
gain on the sale. We have entered into agreements with several large financial institutions where they either close loans that we broker or they purchase loans where we act as a correspondent lender. In either case, the loan must meet the
underwriting standards of the closing or purchasing financial institution. In cases where we act as a correspondent lender, the purchase price is locked-in with the purchasing investor at the time the borrower locks in his or her interest rate.
Typically, loans originated for sale will be delivered to the investor within two to three weeks of closing with the borrower, with settlement with the investor occurring within one to three weeks after delivery. During this three to six week
period, we recognize these loans as mortgages held for sale and we service the loans. We have not contracted with and do not intend to contract with any entity to service the loans that we hold for sale.



We intend to focus on acting as a correspondent lender because the fees and
income that can be generated as a correspondent lender are typically greater than can be generated as a loan broker. However, there are greater compliance requirements and risks associated with acting as a correspondent lender. As a result, the
volume of loans originated for sale as a correspondent lender needs to grow to a sufficient volume to enable us to manage the additional compliance requirements and risks in a cost effective manner.



Adjustable Rate and Non-Conforming Fixed Rate Mortgages. Our
residential mortgage lending also will include originating adjustable rate mortgages (ARMs) and non-conforming fixed-rate mortgages for our own portfolio and, if appropriate, for sale in the secondary market. Generally, the ARMs and non-conforming
mortgages retained in our portfolio will be to homeowners who do not intend to hold the property long-term or who are seeking



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interim financing with an objective to seek longer-term financing at a more suitable time. These types of loans are also used to accommodate homeowners who
may not meet the underwriting criteria of strict secondary market standards (but still meet credit standards). Many of the residential construction and rehabilitation loans that we will offer will be marketed with an option to convert to an ARM at
the end of the construction period. We believe that many of the loans that convert will be re-financed by fixed-rate mortgages sold in the secondary market, providing us with the opportunity to generate additional fee income from these borrowers.



The interest rate on ARMs is based on the weekly average rate
of comparable term U.S. Treasury securities adjusted to a constant maturity plus a spread with specified minimum and maximum interest rate adjustments. The interest rates on a majority of these mortgages are adjusted between one year and five years
with limitations on upward adjustments of 2% per adjustment period and 6% over the life of the loan. We will generally charge a higher interest rate if the property is not owner-occupied.



ARMs are generally underwritten according to Fannie Mae or Freddie Mac guidelines using one of several automated
underwriting tools now widely accepted in the industry. However, depending on the circumstances, we may also originate ARMs that do not conform to secondary market guidelines. The volume of ARMs that we originate will depend in large part on
interest rates. As interest rates fall, there is generally a heightened demand for long-term fixed-rate mortgages and a reduced demand for ARMs. In contrast, as interest rates rise, there is generally an increased demand for ARMs and a reduced
demand for long-term fixed-rate mortgages.



The non-conforming
fixed rate mortgage loans that we will make will generally be amortized over 15-to-30 years but will require balloon payments after three to ten years. These loans customarily include a due on sale clause giving AmericasBank the right to
declare a loan immediately due and payable in the event, among other matters, that the borrower sells or otherwise disposes of the real property subject to the mortgage.



In general, our ARMs and non-conforming fixed-rate mortgages will have a loan to value ratio of less than or equal to 80%.
However, we may lend up to 95% of the value of the property collateralizing the loan if the borrower procures private mortgage insurance. We procure (at the expense of the borrower) lenders title insurance on mortgage loans and require the
borrower to provide fire and extended casualty insurance and, where required by applicable regulations, flood insurance. In the event that a borrower fails to pay premiums on fire and other hazard insurance policies, AmericasBank may cause insurance
to be placed on the property.



Residential Construction,
Rehab Loans and Lot Loans.We intend that our residential mortgage division will directly and indirectly originate loans to individuals to finance the acquisition of a building lot and/or the construction of a single-family dwelling, or
the acquisition of an existing home that needs substantial physical renovation or reconstruction. Most of the residential construction loans will be made to individuals who intend to build a single family home on an appropriately zoned building lot
that will be owner occupied upon completion of construction. However, in mature housing markets, we believe there is a growing opportunity to provide acquisition and construction financing for the purpose of substantially rehabilitating existing
residential property (rehab loans). AmericasBank has targeted these two loan types as areas of potential growth. Construction and rehab loans will range in size from $100,000 to $500,000 depending on the property.



Construction and rehab loans will be underwritten and managed based on
written construction loan policies and procedures. Generally, we will make loans in amounts up to 80% of appraised value, not to exceed 100% of cost with terms from four months to 15 months depending on the property. Loan proceeds will be disbursed
in increments based on approved draw schedules and advanced based on completed work as certified by site inspections.



Construction and rehab loans generally involve a higher degree of risk than conventional mortgage loans. Our risk of loss on a construction or rehab loan
is dependent largely upon the accuracy of the initial estimate of the propertys value at the completion of construction and the estimated cost (including interest) of construction. If the estimate of construction cost proves to be inaccurate,
we could be required to advance funds beyond the amount originally committed in order to permit completion of the project. If the estimate of anticipated value proves to be inaccurate, the value of our collateral may be insufficient to assure full
repayment. We mitigate this risk somewhat by requiring physical inspection of the property by an approved inspector prior to advancing each draw request to ensure sufficient value has been created to support the advance.



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Construction loans and rehab loans may also be extended to builders to erect single-family dwellings or
to rehabilitate single-family dwellings for resale. These loans are classified as residential real estate loans in our financial statements.



Commercial Mortgage Loans.AmericasBank has a portfolio of commercial mortgage loans, and views this kind of lending as a necessary and desirable
activity going forward. Loans are made to purchase or refinance both investment properties and owner-occupied real estate. The Bank requires an independent appraisal of each property and limits its loan to 80% or less of appraised value. Title
insurance is required on each property. Loans are generally structured as fixed rate loans with 15 to 25 year amortizations and a 36-60 month rate call or maturity, with pricing based on a spread over constant yield of treasury securities of similar
duration. Repayment on these loans depends to a large degree on the results of operations and management of the properties, and repayment of such loans may be subject to adverse conditions in the real estate market or the economy.



Underwriting of these loans is based on the borrowers capacity to
service the loan after all expenses related to the real estate. If the property is an investment property, we look at the quality of the tenants and the length and terms of the leases as the borrowers primary source of repayment. These loans
will typically be guaranteed by the individual(s) who are the owners or partners in the entity that owns the property. If the property is the place of business of a company affiliated with the borrower, the loan will typically be guaranteed by the
owner(s) of the property and the affiliated company that occupies the building.



We also will originate lines of credit to builders or developers for the acquisition and development of raw land (or for the acquisition of approved building lots) and the construction of 1-4 single family homes. The
financing provided for these purposes is speculative and will typically include provisions that restrict the number of lots and speculative units that can be financed under the facility. These types of loans generally will have terms of 18 to 36
months.



Commercial Lending.AmericasBank offers a
variety of commercial loan products. A broad range of short-to-medium term commercial loans, both collateralized and uncollateralized are made available to businesses for working capital (including inventory and receivables), business expansion and
the purchase of equipment and machinery. The purpose of a particular loan generally determines its structure.



Commercial loans are almost always generated from within our primary market area. Our loans are underwritten on the basis of the borrowers ability
to service the debt from income. As a general practice, AmericasBank takes as collateral a security interest in available real estate, equipment or other chattel, although such loans may be made on an uncollateralized basis. Collateralized working
capital loans are primarily secured by current assets whereas term loans are primarily collateralized by fixed assets.



Unlike residential mortgage loans, which generally are made on the basis of the borrowers credit history and ability to make payments from his or
her employment and other income, and which are collateralized by real property whose value tends to be easily ascertainable, commercial loans typically are made on the basis of the borrowers ability to make payments from the cash flow of the
business which is more variable and difficult to project. Commercial loans generally are collateralized by business assets, such as accounts receivable, equipment, and inventory. As a result, the availability of funds for the repayment of commercial
loans may be substantially dependent on the success of the business itself. Further, the collateral underlying commercial loans may depreciate over time, generally cannot be appraised with as much precision as residential real estate, and may
fluctuate in value based on the success of the business.



Commercial Finance Leasing.AmericasBank has invested in a portfolio of indirect, full pay-out lease transactions that are structured as multiple non-recourse fixed-rate loans to two leasing companies. Each loan is secured by an
assignment of the leasing companys interest in a full pay-out lease, an assignment of the lease payments under that lease, delivery of the original lease documents and a security interest in the underlying



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equipment. A default under an individual lease will not trigger a default under any other lease and the loans are not cross-collateralized. Because of their
structure, throughout this report, we have described these loans as commercial finance leases.



We initiated this type of lending as a material part of our operations during the second quarter of 2003 by purchasing seasoned leases that had been repurchased by the originating leasing company from the
original owners pursuant to repurchase rights held by the originating leasing company. Because interest rates had declined since these leases were initiated, the leasing company could book gains by reselling the remaining streams of payments to a
new institution requiring lower yields. We benefited by investing excess liquidity at acceptable returns in the current rate environment into assets that had a track record of performance. Since the initial bulk purchase, we have
continued to finance leases originated by these leasing companies.



These opportunities were the result of a longstanding relationship of our former senior lending officer, who had many years of experience underwriting and originating lease transactions, with the principals of the two leasing companies. Due
diligence on the leasing companies, in addition to the senior lending officers history with the companies, consisted of a thorough review of underwriting standards, documentation procedures, collection policies and financial condition.



We independently evaluate the creditworthiness of each lessee
before extending credit in these transactions through, among other things, credit applications, financial statements and credit reports of the lessees and any guarantor of the lessees obligations, as well as copies of the invoices for the
assets being leased. In general, the risks of this type of lending are substantially similar to that of commercial lending. Our collateral in these transactions generally includes construction, manufacturing and industrial equipment; office
furniture, fixtures and equipment; data processing assets, including computer equipment; and medical and engineering equipment. Unlike commercial lending, our loans in these transactions may, depending upon the quality and pricing of the credit,
exceed the purchase price of the equipment by up to 15% for soft costs, taxes and similar expenses that are related to the assets being leased. The terms of these loans are generally not greater than the useful life of the assets being leased, and
often are for a shorter term. Our self-imposed credit limit for these transactions is $300,000 and our interest rate, which is fixed over the term of the loan, is based on the underlying credit of the lessee and the term of the lease.



Pursuant to an agency agreement with each leasing company, the leasing
company collects all lease payments and services the leases. We monitor payment by contacting the leasing company whenever a payment is more than 15 days past due. The agency agreement may be terminated by either party upon five days notice. Upon a
termination, we would assume servicing obligations under the leases. Also, pursuant to the agency agreement, we have agreed to reimburse the leasing company for all collection costs and expenses.



Consumer Loans.Our consumer loan portfolio consists and will continue
to consist of installment loans to individuals for various consumer purposes, including or to include installment loans to individuals to purchase automobiles, recreation vehicles and boats; second mortgage loans, home improvement loans; home equity
loans, personal loans for investment purposes and loans secured by deposit accounts. The installment period for these loans will depend on the purpose and the asset securing the loan, but are generally for terms of less than 120 months.



Installment loans are attractive to us because they provide a stable
source of income and are not subject to refinancing in fluctuating interest rate environments, and they serve to build loyalty between the bank and its retail customer base. Installment loans have higher delinquency and default rates when compared
to residential mortgage loans. There is a high reliance on employment stability and personal debt management in consumer installment lending since the collateral may be of reduced value at the time of collection. Accordingly, the initial
determination of the borrowers ability to repay, as indicated by past credit management, stability of employment and debt ratios, is of primary importance in the underwriting of consumer loans.



Credit Policies and Administration. Our president and senior lending
officer are primarily responsible for originating and maintaining a high quality, diversified loan portfolio. We have adopted comprehensive loan policies and underwriting standards for the types of lending we engage in or plan to engage in. These
policies establish



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guidelines that govern our lending activities. Generally, they address such things as our desired target markets, underwriting and collateral requirements,
account management procedures, loan approval procedures, handling of delinquent accounts and compliance with regulatory requirements.



Loan Solicitation and Processing.Loan originations are derived from a number of sources. Residential loan originations can be attributed to direct
solicitation by AmericasBanks loan officers based on referrals from present depositors and borrowers, AmericasBanks directors, builders, real estate agents, attorneys, accountants and walk-in customers; and indirectly through other
lenders, including other community banks, credit unions, and mortgage brokers. Loan applications, whether originated through AmericasBank or through mortgage brokers or other third party intermediaries, are underwritten and closed based on the same
standards. Consumer and commercial real estate loan originations emanate from many of the same sources. Commercial loan opportunities can be referred to the bank but are just as likely to result from highly targeted direct calling efforts by bank
officers. Within the next several years, we intend to continue to open loan processing offices throughout our primary market area to support our residential mortgage lending services.



The loan underwriting policies and procedures followed by AmericasBank are designed to comply with (i) federal and state
banking laws, regulations and guidelines; (ii) widely accepted automated underwriting programs, and (iii) the banks independent assessment of the borrowers character, ability to service the debt and the value of any assets or property
serving as collateral for the loan. As part of the process, a bank loan officer meets with each applicant to obtain the appropriate employment and financial information as well as any other required loan information. Upon receipt of the
borrowers completed loan application, AmericasBank then obtains reports with respect to the borrowers credit record, and orders and reviews an appraisal of any real estate collateral for the loan (prepared for AmericasBank through an
independent appraiser). Once a loan application has been completed and all information has been obtained and verified, the loan request is submitted to a final review process. As part of the loan approval process, certain loans require approval of
AmericasBanks loan committee which is comprised of our president, senior lending officer and independent members of our board of directors. The loan committee meets as is deemed necessary to promptly service loan demand. All loans made to
officers, directors and their affiliates require the approval of the entire board of directors (other than the interested party).



Deposits



AmericasBank offers a wide range of interest bearing and noninterest bearing deposit accounts, including commercial and retail checking accounts, money
market accounts, tax deferred accounts, interest bearing statement savings accounts and certificates of deposit with fixed and variable rates and a range of maturity date options.



Deposit terms vary according to the minimum balance required, the length of time the funds must remain on deposit and the
interest rate. We establish maturities, terms, service fees and withdrawal penalties for deposit accounts on a periodic basis. In determining the characteristics of our deposit accounts, we consider the rates offered by competing institutions,
lending and liquidity requirements, growth goals and federal regulations. We believe that we pay competitive rates on our deposit accounts.



|Other | Banking Products
|----- | ----------------



Currently, our customers have access to telephone banking, Internet banking, ATM/debit cards, safe deposit boxes (from the Towson location),
travelers checks, money orders, wire transfers, ACH, and direct deposit of payroll. We provide our customers with check imaging, which eliminates our cost of returning checks to customers and the clutter that cancelled checks cause to our
customers. We have ATM machines at both of our branch offices.



We offer our commercial customers expanded cash management services such as sweep accounts, repurchase agreements and account reconciliation services.



We intend to continue to use the Internet and technology to augment our business plans. Moreover, we will continue to evaluate cost effective ways that
technology can enhance our management, products and services.We believe that our data processing capability, provided through a third party vendor, will be adequate to support the introduction of new products and services.



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|Competition | 
|----------- | 



The banking business is highly competitive. We compete with other commercial banks, savings associations, credit unions, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance
companies, money market mutual funds and other financial institutions operating in our market area and elsewhere.



We believe that, over time, we will be able to effectively leverage our talents, contacts and location to achieve accelerated loan growth, an increase in
noninterest revenue and an improved net interest margin. However, our market area is highly competitive and heavily branched. Price competition in our market area for residential mortgage loans and the other loan products that we offer or intend to
offer is intense. Most of our competitors have substantially greater resources and legal lending limits than we do and offer extensive and established branch networks and other services that we do not offer. Moreover, larger institutions operating
in our market area have access to borrowed funds at a lower rate than is available to us. Deposit competition also is strong among institutions in our market area. As a result and in order to implement our business plans, we may need to pay above
market rates for deposits and/or focus on certificates of deposit as a funding source.



|Employees | 
|--------- | 



As of March 11, 2005, AmericasBank had 23 full time employees. None of these employees are covered by a collective bargaining agreement. We believe that relations with our employees are good. AmericasBank Corp.
has no employees.



SUPERVISION AND REGULATION



AmericasBank Corp. and AmericasBank are subject to
extensive regulation under state and federal banking laws and regulations. These laws impose specific requirements and restrictions on virtually all aspects of operations and generally are intended to protect depositors, not stockholders. The
following discussion is only a summary and readers should refer to particular statutory and regulatory provisions for more detailed information. In addition, management cannot predict the nature or the extent of the effect on business and earnings
that new federal or state legislation may have in the future.



Regulation of
AmericasBank Corp.



AmericasBank Corp. is a bank holding
company under the Bank Holding Company Act of 1956, as amended. As such, AmericasBank Corp. is subject to regulation and examination by the Federal Reserve Board, and is required to file periodic reports and any additional information that the
Federal Reserve Board may require. The Bank Holding Company Act generally prohibits a bank holding company from engaging in activities other than banking, managing or controlling banks or other permissible subsidiaries and acquiring or retaining
direct or indirect control of any company engaged in any activities closely related to banking or managing or controlling banks.



The Federal Reserve Board must approve, among other things, the acquisition by a proposed bank holding company of control of more than five percent (5%)
of the voting shares, or substantially all the assets, of any bank, or the merger or consolidation by a bank holding company with another bank holding company. Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
Riegle-Neal Act), the restrictions on interstate acquisitions of banks by bank holding companies were repealed as of September 29, 1995. The effect of the repeal of these restrictions is that, subject to certain time and deposit base
requirements, AmericasBank Corp. may acquire a bank located in Maryland or any other state, and a bank holding company located outside of Maryland can acquire any Maryland-based bank holding company or bank.



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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. Further, 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. 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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. Further, 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.



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



AmericasBank Corp., as a bank holding company, is subject to dividend
regulations of the Federal Reserve System. In general, a small bank holding company that has a debt to equity ratio greater than 1:1 is not expected to pay corporate dividends until such time as its debt to equity ratio declines to 1:1 or less and
its bank subsidiary is otherwise well managed, well capitalized and not under any supervisory order. AmericasBank Corp. is a small bank holding company. In addition, the Federal Reserve Board has issued guidance that states, in general, that an
entity experiencing financial difficulties - such as AmericasBank Corp. - should not pay or continue to pay dividends unless (i) the entitys net income over the prior year is sufficient to fund all dividends and (ii) the earnings retained by
the entity is consistent with the entitys capital needs, asset quality and overall financial condition. Currently, AmericasBank Corp. is subject to a Written Agreement with the Federal Reserve Bank of Richmond and the Maryland Division of
Financial Regulation that, among other things, prohibits the payment of dividends without prior written approval of the Federal Reserve and the Maryland Commissioner of Financial Regulation.



On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act (GLBA). Effective March 11, 2000, 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.



Financial holding companies are permitted to engage in activities that are financial in nature or incidental or complementary thereto and not
a substantial risk to the safety and soundness of the depository institution or the financial system in general, 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 currently intend to become a financial holding company.



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



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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 approval of the Maryland 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 transaction.



The status of AmericasBank Corp. as a registered bank holding company under
the Bank Holding Company Act and a Maryland-chartered bank holding company 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.



Regulation of AmericasBank



AmericasBank is a Maryland chartered trust company (with all powers of a
commercial bank), is a member of the Federal Reserve System (a state member bank) and its deposit accounts are insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation (the FDIC) up to the maximum legal
limits of the FDIC. It is subject to regulation, supervision and regular examination by the Maryland Commissioner of Financial Regulation and the Federal Reserve Board. The regulations of these various agencies govern most aspects of
AmericasBanks business, including required reserves against deposits, loans, investments, mergers and acquisitions, borrowing, dividends and location and number of branch offices. 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.



Branching and Interstate Banking



The federal banking agencies are authorized to approve interstate bank merger transactions without regard to whether such transactions are prohibited by
the law of any state, unless the home state of one of the banks has opted out of the interstate bank merger provisions of the Riegle-Neal Act by adopting a law after the date of enactment of the Riegle-Neal Act and prior to June 1, 1997 which
applies equally to all out-of-state banks and expressly prohibits merger transactions involving out-of-state banks. Interstate acquisitions of branches are permitted only if the law of the state in which the branch is located permits such
acquisitions. Such interstate bank mergers and branch acquisitions are also subject to the nationwide and statewide insured deposit concentration limitations described in the Riegle-Neal Act.



The Riegle-Neal Act authorizes the federal banking agencies to approve
interstate branching de novo by national and state banks in states that specifically allow for such branching. The District of Columbia, Maryland and Virginia have all enacted laws that permit interstate acquisitions of banks and bank branches and
permit out-of-state banks to establish de novo branches.



Gramm-Leach-Bliley Act



The Gramm-Leach-Bliley
Act (the GLBA) altered substantially the statutory framework for providing banking and other financial services in the United States of America. The GLBA, among other things, eliminated many of the restrictions on affiliations among
banks and securities firms, insurance firms, and other financial service providers.



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The GLBA also provides protections against the transfer and use by financial institutions of
consumers nonpublic personal information. A financial institution must provide to its customers, at the beginning of the customer relationship and annually thereafter, the institutions policies and procedures regarding the handling of
customers nonpublic personal financial information. The privacy provisions generally prohibit a financial institution from providing a customers personal financial information to unaffiliated third parties unless the institution
discloses to the customer that the information may be so provided and the customer is given the opportunity to opt out of such disclosure.



Capital Adequacy Guidelines



The Federal Reserve Board and the FDIC have adopted risk based capital adequacy guidelines pursuant to which they assess the adequacy of capital in
examining and supervising banks and in analyzing bank regulatory applications. Risk-based capital requirements determine the adequacy of capital based on the risk inherent in various classes of assets and off-balance sheet items.



State member banks are expected to meet a minimum ratio of total qualifying
capital (the sum of core capital (Tier 1) and supplementary capital (Tier 2)) to risk weighted assets of 8%. At least half of this amount (4%) should be in the form of core capital. In general, this requirement is similar to the capital that a bank
must have in order to be considered adequately capitalized under the prompt corrective action regulations. See - Prompt Corrective Action. AmericasBank currently complies with this minimum requirement.



Tier 1 Capital generally consists of the sum of common stockholders
equity and perpetual preferred stock (subject in the case of the latter to limitations on the kind and amount of such stock which may be included as Tier 1 Capital), less goodwill, without adjustment for changes in the market value of securities
classified as available for sale in accordance with FAS 115. Tier 2 Capital consists of the following: hybrid capital instruments; perpetual preferred stock which is not otherwise eligible to be included as Tier 1 Capital; term
subordinated debt and intermediate-term preferred stock; and, subject to limitations, general allowances for loan losses. Assets are adjusted under the risk-based guidelines to take into account different risk characteristics, with the categories
ranging from 0% (requiring no risk-based capital) for assets such as cash, to 100% for the bulk of assets which are typically held by a commercial bank, including certain multi-family residential and commercial real estate loans, commercial business
loans and consumer loans. Residential first mortgage loans on one to four family residential real estate and certain seasoned multi-family residential real estate loans, which are not 90 days or more past-due or non-performing and which have been
made in accordance with prudent underwriting standards are assigned a 50% level in the risk-weighting system, as are certain privately-issued mortgage-backed securities representing indirect ownership of such loans. Off-balance sheet items also are
adjusted to take into account certain risk characteristics.



In
addition to the risk-based capital requirements, the Federal Reserve Board has established a minimum 3.0% Leverage Capital Ratio (Tier 1 Capital to total adjusted assets) requirement for the most highly-rated banks, with an additional cushion of at
least 100 to 200 basis points for all other banks, which effectively increases the minimum Leverage Capital Ratio for such other banks to 4.0% - 5.0% or more. The highest-rated banks are those that are not anticipating or experiencing significant
growth and have well diversified risk, including no undue interest rate risk exposure, excellent asset quality, high liquidity, good earnings and, in general, those which are considered a strong banking organization. A bank having less than the
minimum Leverage Capital Ratio requirement shall, within 60 days of the date as of which it fails to comply with such requirement, submit a reasonable plan describing the means and timing by which the bank shall achieve its minimum Leverage Capital
Ratio requirement. A bank which fails to file such plan is deemed to be operating in an unsafe and unsound manner, and could be subject to a cease-and-desist order. Any insured depository institution with a Leverage Capital Ratio that is less than
2.0% is deemed to be operating in an unsafe or unsound condition pursuant to Section 8(a) of the Federal Deposit Insurance Act (the FDIA) and is subject to potential termination of deposit insurance. However, such an institution will not
be subject to an enforcement proceeding solely on account of its capital ratios if it has entered into and is in compliance with a written agreement to increase its Leverage Capital Ratio and to take such other action as may be necessary for the
institution to be operated in a safe and sound manner. The capital regulations also provide, among other things, for the issuance of a capital directive, which is a final order issued to a bank that fails to maintain minimum capital or to restore
its capital to the minimum capital requirement within a specified time period.



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Prompt Corrective Action



Under Section 38 of the FDIA, each federal banking agency is required to implement a system of prompt corrective action for
institutions that it regulates. The federal banking agencies have promulgated substantially similar regulations to implement the system of prompt corrective action established by Section 38 of the FDIA. Under the regulations, a bank will be deemed
to be: (i) well capitalized if it has a Total Risk Based Capital Ratio of 10.0% or more, a Tier 1 Risk Based Capital Ratio of 6.0% or more, a Leverage Capital Ratio of 5.0% or more and is not subject to any written capital order or
directive; (ii) adequately capitalized if it has a Total Risk Based Capital Ratio of 8.0% or more, a Tier 1 Risk Based Capital Ratio of 4.0% or more and a Tier 1 Leverage Capital Ratio of 4.0% or more (3.0% under certain circumstances)
and does not meet the definition of well capitalized; (iii) undercapitalized if it has a Total Risk Based Capital Ratio that is less than 8.0%, a Tier 1 Risk based Capital Ratio that is less than 4.0% or a Leverage Capital
Ratio that is less than 4.0% (3.0% under certain circumstances); (iv) significantly undercapitalized if it has a Total Risk Based Capital Ratio that is less than 6.0%, a Tier 1 Risk Based Capital Ratio that is less than 3.0% or a
Leverage Capital Ratio that is less than 3.0%; and (v) critically undercapitalized if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. As of December 31, 2004, AmericasBank Corp. and
AmericasBank met the regulatory requirement to be considered well capitalized.



An institution generally must file a written capital restoration plan which meets specified requirements with an appropriate federal banking agency within 45 days of the date the institution receives notice or is
deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. A federal banking agency must provide the institution with written notice of approval or disapproval within 60 days after receiving a
capital restoration plan, subject to extensions by the applicable agency.



An institution that is required to submit a capital restoration plan must concurrently submit a performance guaranty by each company that controls the institution. Such guaranty will be limited to the lesser of (i) an
amount equal to 5.0% of the institutions total assets at the time the institution was notified or deemed to have notice that it was undercapitalized or (ii) the amount necessary at such time to restore the relevant capital measures of the
institution to the levels required for the institution to be classified as adequately capitalized. Such a guaranty shall expire after the federal banking agency notifies the institution that it has remained adequately capitalized for each of four
consecutive calendar quarters. An institution which fails to submit a written capital restoration plan within the requisite period, including any required performance guaranty, or fails in any material respect to implement a capital restoration
plan, will be subject to the restrictions in Section 38 of the FDIA which are applicable to significantly undercapitalized institutions.



A critically undercapitalized institution is to be placed in conservatorship or receivership within 90 days unless the FDIC formally
determines that forbearance from such action would better protect the deposit insurance fund. Unless the FDIC or other appropriate federal banking regulatory agency makes specific further findings and certifies that the institution is viable and is
not expected to fail, an institution that remains critically undercapitalized on average during the fourth calendar quarter after the date it becomes critically undercapitalized must be placed in receivership. The general rule is that the FDIC will
be appointed as receiver within 90 days after a bank becomes critically undercapitalized unless extremely good cause is shown and the federal regulators agree to an extension. In general, good cause is defined as capital that has been raised and is
immediately available for infusion into the bank except for certain technical requirements that may delay the infusion for a period of time beyond the 90 day time period.



Immediately upon becoming undercapitalized, an institution will become subject to the provisions of Section 38 of the FDIA,
which (i) restrict payment of capital distributions and management fees; (ii) require that the appropriate federal banking agency monitor the condition of the institution and its efforts to restore its capital; (iii) require submission of a capital
restoration plan; (iv) restrict the growth of the institutions assets; and (v) require prior approval of certain expansion proposals. The appropriate federal banking agency for an undercapitalized



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institution also may take any number of discretionary supervisory actions if the agency determines that any of these actions is necessary to resolve the
problems of the institution at the least possible long-term cost to the deposit insurance fund, subject in certain cases to specified procedures. These discretionary supervisory actions include: requiring the institution to raise additional capital,
restricting transactions with affiliates, requiring divestiture of the institution or the sale of the institution to a willing purchaser, and any other supervisory action that the agency deems appropriate. These and additional mandatory and
permissive supervisory actions may be taken with respect to significantly undercapitalized and critically undercapitalized institutions.



Additionally, under Section 11(c)(5) of the FDIA, a conservator or receiver may be appointed for an institution where: (i) an institutions
obligations exceed its assets; (ii) there is substantial dissipation of the institutions assets or earnings as a result of any violation of law or any unsafe or unsound practice; (iii) the institution is in an unsafe or unsound condition; (iv)
there is a willful violation of a cease-and-desist order; (v) the institution is unable to pay its obligations in the ordinary course of business; (vi) losses or threatened losses deplete all or substantially all of an institutions capital,
and there is no reasonable prospect of becoming adequately capitalized without assistance; (vii) there is any violation of law or unsafe or unsound practice or condition that is likely to cause insolvency or substantial dissipation of
assets or earnings, weaken the institutions condition, or otherwise seriously prejudice the interests of depositors or the insurance fund; (viii) an institution ceases to be insured; (ix) the institution is undercapitalized and has no
reasonable prospect that it will become adequately capitalized, fails to become adequately capitalized when required to do so, or fails to submit or materially implement a capital restoration plan; or (x) the institution is critically
undercapitalized or otherwise has substantially insufficient capital.



Regulatory Enforcement Authority



Federal
banking law grants substantial enforcement powers to federal banking regulators. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate
injunctive actions against banking organizations and institution-affiliated parties. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may
provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities. Currently, we are operating under a Written Agreement with the Federal Reserve Bank of Richmond and the Maryland Division of
Financial Regulation. See Business of AmericasBank Corp. and AmericasBank  Regulatory Matters.



Transactions with Affiliates and Insiders



Maryland law imposes restrictions on certain transactions with affiliates of Maryland commercial banks. Generally, under Maryland law, a director, officer
or employee of a commercial bank may not borrow, directly or indirectly, any money from the bank, unless the loan has been approved by a resolution adopted by and recorded in the minutes of the board of directors of the bank, or the executive
committee of the bank, if that committee is authorized to make loans. If the executive committee approves such a loan, the loan approval must be reported to the board of directors at its next meeting. Certain commercial loans made to directors of a
bank and certain consumer loans made to non-officer employees of the bank are exempt from the laws coverage.



In addition, AmericasBank is subject to the provisions of Section 23A of the Federal Reserve Act, which limits the amount of loans or extensions of credit
to, investments in, or certain other transactions with, affiliates, and limits the amount of advances to third parties collateralized by the securities or obligations of affiliates. Section 23A limits the aggregate amount of transactions with any
individual affiliate to ten percent (10%) of the capital and surplus of AmericasBank and also limits the aggregate amount of transactions with all affiliates to twenty percent (20%) of capital and surplus. Loans and certain other extensions of
credit to affiliates are required to be secured by collateral in an amount and of a type described in Section 23A, and the purchase of low quality assets from affiliates is generally prohibited.



AmericasBank also is subject to the provisions of Section 23B of the Federal
Reserve Act which, among other things, prohibits an institution from engaging in certain transactions with certain affiliates unless the



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transactions are on terms substantially the same, or at least as favorable to such institution and or its subsidiaries, as those prevailing at the time for
comparable transactions with non-affiliated entities. In the absence of comparable transactions, such transactions may only occur under terms and circumstances, including credit standards that in good faith would be offered to or would apply to
non-affiliated companies.



We have entered into banking
transactions with our directors and executive officers and the business and professional organizations in which they are associated in the ordinary course of business. Any loans and loan commitments are made in accordance with all applicable laws.
See Certain Relationships and Related Transactions.



Loans to One Borrower



AmericasBank is subject
to the statutory and regulatory limits on the extension of credit to one borrower. Generally, the maximum amount of total outstanding loans that a Maryland chartered trust company may have to any one borrower at any one time is 15% of its unimpaired
capital and surplus. As of December 31, 2004, we were able to lend $791,000 to any one borrower.



Liquidity



AmericasBank is subject to the reserve requirements imposed by the State of Maryland. A Maryland commercial bank is required to have at all times a
reserve equal to at least 15% of its demand deposits. AmericasBank is also subject to the reserve requirements of Federal Reserve Board Regulation D, which applies to all depository institutions. As of December 31, 2004, amounts in transaction
accounts above $7,000,000 and up to $47,600,000 must have reserves held against them in the ratio of three percent of the amount. Amounts above $47,600,000 require reserves of $1,218,000 plus 10 percent of the amount in excess of $47,600,000. The
Maryland reserve requirements may be used to satisfy the requirements of Federal Reserve Regulation D. We are in compliance with our liquidity requirements.



Dividends



Under Maryland law, AmericasBank may declare a cash dividend, after providing for due or accrued expenses, losses, interest, and taxes, from its undivided
profits or, with the prior approval of the Maryland Commissioner of Financial Regulation, from its surplus in excess of 100% of its required capital stock. Also, if AmericasBanks surplus is less than 100% of its required capital stock, cash
dividends may not be paid in excess of 90% of net earnings. In addition to these specific restrictions, the bank regulatory agencies have the ability to prohibit or limit proposed dividends if such regulatory agencies determine the payment of such
dividends would result in AmericasBank being in an unsafe and unsound condition. Currently, AmericasBank is operating under a Written Agreement with the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation that, among
other things, prohibits the payment of dividends without prior written approval of the Federal Reserve and the Maryland Commissioner of Financial Regulation.



Community Reinvestment Act



AmericasBank is required to comply with the Community Reinvestment Act (CRA) regardless of its capital condition. The CRA requires that, in
connection with its examinations of AmericasBank, the Federal Reserve evaluates the record of AmericasBank in meeting the credit needs of its local community, including low and moderate income neighborhoods, consistent with the safe and sound
operation of the institution. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institutions discretion to develop the types of products and services that it believes are best
suited to its particular community, consistent with the CRA. These factors are considered in evaluating mergers, acquisitions and applications to open a branch or facility. The CRA also requires all institutions to make public disclosure of their
CRA ratings. AmericasBank received a Satisfactory rating in its latest CRA examination in April 2003.



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USA PATRIOT Act



On October 26, 2001, President Bush signed into law comprehensive anti-terrorism legislation known as the USA PATRIOT Act of
2001 (the USA Patriot Act). Title III of the USA Patriot Act substantially broadened the scope of U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes
and penalties and expanding the extra-territorial jurisdiction of the United States. The U.S. Treasury Department (Treasury) has issued a number of implementing regulations that apply various requirements of the USA Patriot Act to
financial institutions such as AmericasBank. Those regulations impose new obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing.



Failure of a financial institution to comply with the USA
Patriot Acts requirements could have serious legal and reputational consequences for the institution. AmericasBank has adopted appropriate policies, procedures and controls to address compliance with the requirements of the USA Patriot Act
under the existing regulations and will continue to revise and update its policies, procedures and controls to reflect changes required by the USA Patriot Act and Treasurys regulations.



FACTORS AFFECTING FUTURE RESULTS



Some of the matters discussed in this annual report including under the
captions Business of AmericasBank Corp. and AmericasBank, Supervision and Regulation and Managements Discussion And Analysis Of Financial Condition And Results Of Operations include forward-looking
statements. These forward-looking statements include statements regarding profitability, liquidity, allowance for loan and lease losses, interest rate sensitivity, market risk and financial and other goals. Forward-looking statements often use words
such as believe, expect, plan, may, will, should, project, contemplate, anticipate, forecast, intend, or other words
of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. 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 which identifies a risk or uncertainty. AmericasBank Corp.s actual results and the actual outcome of AmericasBank Corp.s expectations and strategies could be different from that described in this annual
report because of these risks and uncertainties and you should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this filing, and AmericasBank Corp. undertakes no obligation to make
any revisions to the forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.



We may continue to incur losses. Because AmericasBank Corp.s primary asset is the capital stock of
AmericasBank, our operating results and financial position depend on the operating results and financial position of AmericasBank. For the years ended December 31, 2004, 2003 and 2002, AmericasBank Corp. incurred net losses of approximately
$1,294,978, $1,118,761 and $1,000,221, respectively.



But for
the expenses that we will incur in 2005 and thereafter as a result of adopting the fair value method of accounting for our stock-based compensation, as further described below, management believes that AmericasBank Corp. would reach monthly
profitability sometime during the third or fourth quarter of 2005. Accounting for such expenses, management believes that AmericasBank Corp. will reach monthly profitability during the first quarter of 2006. However, there can be no assurance that
AmericasBank will achieve monthly profitability within such time frames or ever.



During 2005, AmericasBank Corp. intends to recognize expense for stock-based compensation using the fair value method of accounting described in SFAS No. 123, Accounting for Stock Based
Compensation. Information summarizing the pro forma effect on our 2004 net loss and loss per share of common stock using an optional fair value based method is included in Note 1of our audited consolidated financial statements. Many other
factors could also adversely affect our short and long term operating performance, including the failure to implement fully our business strategy, unfavorable economic conditions, increased competition, loss of key personnel and government
regulation.



We may require additional capital.
Management believes that additional capital may be required in the future to support growth of AmericasBank Corp. Any additional capital, if available at all, may be on terms which are not as favorable to AmericasBank Corp. as that desired by
management and may result in dilution to stockholders. If adequate capital is not available, AmericasBank Corp. may be required to curtail some of its expected growth strategy.



We may not be successful in implementing our strategic initiatives.Our ability to implement our strategic
initiatives depends on, among other things, our ability to implement fully the expansion of our residential mortgage lending division and the success of that division. Among other factors, the success of the residential mortgage lending division is
dependent on market interest rates and the economy in our market area, both of which are beyond our control. Although our new management has a track record of success with troubled financial institutions, there is no assurance that they will be
successful in implementing our strategic initiatives or that, even if implemented, the initiatives will be successful.



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We depend on the services of key personnel, including Mark H. Anders, A. Gary Rever and John D.
Muncks. We cannot be certain that we will be able to retain such personnel or hire replacements, and the loss of Mr. Anders, Mr. Rever or Mr. Muncks could disrupt our operations and result in reduced earnings or additional losses. Our goal is to
become a customer-focused and relationship-driven organization. We expect our ability to operate profitably to be driven in a large part on the relationships maintained with our customers by our executives. We have entered into employment agreements
with Mr. Anders, our president and chief executive officer, Mr. Rever, an executive vice president and our chief financial officer and Mr. Muncks, an executive vice president and our chief lending officer, but the existence of such agreements does
not assure that we will be able to retain their services. The unexpected loss of the services of Mr. Anders, Mr. Rever or Mr. Muncks or other key employees could have a material adverse effect on our operations and could result in our inability to
achieve profitability. We have sought to mitigate this risk by including non-compete provisions in their employment agreements. Also, because we must obtain the approval of the Federal Reserve Bank of Richmond and the Maryland Division of Financial
Regulation to hire senior executive officers, if we are not able to retain the services of Mr. Anders, Mr. Rever or Mr. Muncks, we may not be able to replace any of them quickly and that could have an adverse effect on our operations.



In addition, our business plan depends upon our ability to increase the loan
portfolio and generate fees through our residential mortgage lending division and we must hire the management and staff to implement fully the expansion of that division. We believe that we will be able to continue to hire the key managers and staff
to expand in this area, although there is no assurance that this will be the case. The failure to retain employees and continue to fill these positions could have a material adverse effect on our operations and could result in our inability to
achieve profitability.



Our Written Agreement with the
Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation places restrictions on our activities and imposes significant reporting obligations upon us and we may not be in compliance with it. The Written Agreement
requires us to implement comprehensive plans to improve our risk management and compliance systems, oversight functions, operating and financial management, capital and business plans. The Written Agreement imposes significant operational and
reporting requirements upon us, and prohibits us from amending or rescinding approved plans and procedures without the prior written approval of the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation. No assurances
can be given that all changes to our operations, risk management systems or oversight functions have been properly approved. Furthermore, management has made changes they believe are appropriate to certain risk management systems and operations
without first obtaining the approval of the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation. For this reason, we cannot state that we are in compliance with the Written Agreement; however, we believe that we are in
material compliance and that the changes we have made are consistent with operating AmericasBank in a safe and sound manner.



In addition, pursuant to the Written Agreement, we may not pay dividends, appoint directors or hire senior executive officers without the prior approval
of the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation. There can be no assurances that the Federal Reserve Bank of Richmond or the Maryland Division of Financial Regulation will grant any requested approval. If we
do not obtain approval for the appointment of a director or the hiring of a senior executive officer, our operations could be adversely affected. The Written Agreement also requires us to make various quarterly and annual reports to the Federal
Reserve Bank of Richmond and the Maryland Division of Financial Regulation. These reporting requirements require the time of management that could otherwise be spent on our operations.



Violation of the Written Agreement could result in judicial enforcement of the Written Agreement by the Federal Reserve Bank
of Richmond and the Maryland Division of Financial Regulation. Violation of the Written Agreement could also result in the assessment of civil money penalties against AmericasBank Corp., AmericasBank and their respective boards of directors and
management, and/or other regulatory enforcement actions including, but not limited to, the removal of directors and management. Any of these actions would have a serious adverse effect on AmericasBank Corp. and AmericasBank and could threaten their
continued operations as a bank holding company and a bank.



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AmericasBank may be subject to action by the U.S. Department of Housing and Urban Development as a
result of violations of the Real Estate Settlement Procedures Act.As part of an examination in 2001, the Federal Reserve Bank of Richmond identified violations by AmericasBank of the Real Estate Settlement Procedures Act. The Federal Reserve
Bank of Richmond referred the Real Estate Settlement Procedures Act violations to the U.S. Department of Housing and Urban Development as is required under applicable law. To date, the U.S. Department of Housing and Urban Development has taken no
action against AmericasBank. Although AmericasBank does not believe that the Department of Housing and Urban Development will take any actions against AmericasBank, there can be no assurance that that will be the case. If the Department of Housing
and Urban Development were to take an action against AmericasBank as a result of the violations identified by the Federal Reserve Bank of Richmond, it could have a material adverse effect on our operations.



Our residential mortgage lending activities as a correspondent lender
exposes us to repurchase liability and other risks to our business. Our objective is to systemically grow a high quality, diversified loan portfolio that affords us the opportunity to generate attractive yields on a risk adjusted basis and to
earn higher levels of noninterest income through fees and service charges. In the short term, to generate noninterest income, we intend to focus our efforts on fixed-rate conventional and government insured residential mortgage loans that can be
sold in the secondary market on a servicing released basis. Secondary market activity is conducted either as a broker, where the loan is funded at settlement by an investor and the bank earns a fee, or as correspondent where the bank funds the loan
at settlement and thereafter sells the loan to an investor and recognizes a gain on the sale. We have entered into agreements with several large financial institutions where they either close loans that we broker or they purchase loans where we act
as a correspondent lender. We intend to focus on acting as a correspondent lender because the fees and income that can be generated as a correspondent lender are typically greater than can be generated as a broker. However, there are greater
compliance requirements and risks associated with acting as a correspondent lender.



Among other things, as a correspondent lender, we are exposed to repurchase liability for documentation defects and, for a limited time, payment performance. We also are required to refund the income that we earn on
the sale of a loan if that loan is paid-off within 120 days from the time it is purchased. This contingent liability, also known as a prompt prepayment refund, is most likely to occur during periods when long-term mortgage rates contract quickly,
motivating people to refinance their mortgage multiple times to lower their mortgage payments. In addition, the investors to whom we sell or broker loans evaluate our financial performance, the underlying performance of the loans we broker and sell
to them, and the quality of our administrative functions in determining whether we qualify for their lending programs. Either party on short notice may cancel the correspondent lending and broker agreements.



Because we intend to focus our short-term efforts on acting as a
correspondent lender or broker, any obligations that we have to repurchase a large number of loans or make prompt repayment refunds could have a material adverse effect on our operations and could result in our inability to achieve profitability.
Also, our business could be adversely affected if any of the investors to whom we sell or broker loans terminate their relationships with us and we are not able to enter into new relationships with other investors.



We are limited in our ability to use brokered deposits to grow our deposit
base.Due to our current financial condition, we were advised by our regulators that, without regulatory approval, we should limit our use of brokered certificates of deposit to $3,200,000. As of December 31, 2004, approximately $1,782,291 of
our total interest-bearing deposits or 5.51% were considered brokered. This requirement limits a dependable source of liquidity and may adversely affect our ability to grow our loan portfolio. In order to attract other deposits, we may offer
certificates of deposit with premium rates. Paying premium rates on certificates of deposit will likely increase our interest expense and, accordingly, adversely affect our net interest margin.



Our profitability depends on our ability to manage our balance sheet to
minimize the effects of interest rate fluctuation on our net interest margin. Our results of operations depend on the stability of our net



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interest margin, which is the difference in the yield we earn on our earning assets and our cost of funds, both of which are influenced by interest
rate fluctuations. Interest rates, because they are influenced by, among other things, expectations about future events, including the level of economic activity, federal monetary and fiscal policy and geo-political stability, are not predictable or
controllable. In addition, the interest rates we can earn on our loan and investment portfolios and the interest rates we pay on our deposits are heavily influenced by competitive factors. Community banks are often at a competitive disadvantage in
managing their cost of funds compared to the large regional, super-regional or national banks that have access to the national and international capital markets. These factors influence our ability to maintain a stable net interest margin. At
December 31, 2004, our net interest margin was 2.82%, which is substantially below that of most banks.



We seek to maintain a neutral position in terms of the volume of assets and liabilities that mature or re-price during any period so that we may
reasonably predict our net interest margin; however, interest rate fluctuations, loan prepayments, loan production and deposit flows are constantly changing and influence our ability to maintain this neutral position. Generally speaking, our
earnings will be more sensitive to fluctuations in interest rates the greater the variance in volume of assets and liabilities that mature and re-price in any period. The extent and duration of the sensitivity will depend on the cumulative variance
over time, the velocity and direction of interest rates, and whether AmericasBank is more asset sensitive or liability sensitive. Accordingly, we may not be successful in maintaining this neutral position and, as a result, our net interest margin
may suffer.



Our legal lending limit may limit our
growth. We are limited in the amount we can lend to a single borrower by the amount of our capital. Generally, under current law, we may lend up to 15% of our unimpaired capital and surplus to any one borrower. As of December 31, 2004, we were
able to lend $791,000 to any one borrower. The amount we can lend to a single borrower is significantly less than that of many of our competitors and may discourage potential borrowers who have credit needs in excess of our legal lending limit from
doing business with us. Our legal lending limit also may result in less efficiencies in our operations as we have to make many small loans instead of a lesser number of larger loans. We can accommodate larger loans by selling participations in those
loans to other financial institutions, but this strategy is not always available. We cannot assure you that we will be able to attract or maintain customers seeking larger loans or that we will be able to sell participations in such loans on terms
we consider favorable.



Our liquidity and our ability to
increase our loan portfolio may be negatively affected by our lack of a credit facility.On July 12, 2002, the Federal Home Loan Bank of Atlanta rescinded AmericasBanks line of credit because of its financial condition. Also, because of
its financial position, AmericasBank has not been able to obtain an alternative line of credit. Even if AmericasBank were able to restore the line of credit with the Federal Home Loan Bank of Atlanta, pursuant to the Written Agreement, it may not
incur any debt without the approval of the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation, and there can be no assurance that they would grant any requested approval. If AmericasBank is unable to obtain credit,
its liquidity may be negatively affected. A lack of liquid funds may prevent AmericasBank from making loans, which would thereby adversely affect its ability to generate net interest income. The lack of credit may also adversely affect
AmericasBanks asset/liability management policy because AmericasBank is not able to lock in favorable rates on borrowed funds.



If we experience greater loan and lease losses than anticipated, it will have an adverse effect on our ability to operate profitably.While the
risk of nonpayment of loans and leases is inherent in banking, if we experience greater nonpayment levels than we anticipate, our earnings and overall financial condition, as well as the value of our common stock, could be adversely affected. We
cannot assure you that our monitoring, procedures and policies will reduce certain lending risks or that our allowance for loan and lease losses will be adequate to cover actual losses. Loan and lease losses can cause insolvency and failure of a
financial institution and, in such an event, our shareholders could lose their entire investment. In addition, future provisions for loan and lease losses could materially and adversely affect our ability to operate profitably. Loan and lease losses
reduce the allowance for loan and lease losses. A reduction in the allowance for loan and lease losses will be restored by an increase in our provision for loan and lease losses, which, in turn, would reduce our earnings.



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Because the risk inherent in our loan and lease portfolio may change from time to time, including our
actual loan losses and the volume of adversely rated credits in our portfolio, the amount of our allowance for loan and lease losses as a percentage of gross loans may fluctuate. This situation can also result in fluctuations in the level of our
provision expense.



If the leasing companies to which we
have extended credit in connection with our lease portfolio were to declare bankruptcy, we could be adversely affected. In the ordinary course of business, we have made non-recourse loans to two leasing companies totaling, as of December 31,
2004, approximately $3,751,607 or 11.84% of our loan portfolio. Each loan is secured by an assignment of the leasing companys interest in a full pay-out lease, an assignment of the lease payments under that lease, delivery of the original
lease documents and a security interest in the underlying equipment. The leasing companies service these leases, and the lessee makes payment directly to the leasing companies, which forwards the lease payments to us. Because of their structure,
throughout this report we have described these loans as commercial finance leases.



In addition to the normal collection risk related to this type of financing, if either leasing company were to file for bankruptcy, the bankruptcy trustee or a secured lender of the leasing company could take actions
to delay AmericasBanks receipt of payments arising from the full pay-out leases or could raise arguments that AmericasBank is not properly perfected or does not have priority with respect to its rights in the full pay-out leases, the payments
arising out of them and/or the underlying equipment. Ultimately, AmericasBank believes it would be successful in any such litigation, because of, among other reasons, our possession (and thereby perfection) of the original lease documents. However,
because of the size of the portfolio to our total loan and lease portfolio, any delay or denial in our receipt of funds from the lessees or ability to exercise all rights and remedies against the lessees could have a material adverse effect on our
financial condition and operations.



Our operations depend
upon third party vendors that perform services for us. We outsource many of the functions which allow us to operate as a bank, including our data processing function and the interchange and transmission services for our ATM network. As such, our
success and our ability to grow our operations necessarily depend on the services provided by these third parties. Disputes with these third parties can adversely affect our operations. Although we believe that we have good relations with our third
party vendors and that they can adequately service our needs, including our needs as we expand the business, there can be no assurance that we will engage appropriate vendors or that the vendors engaged will be able to perform successfully.



Because AmericasBank serves a limited market
area in Maryland, we could be more adversely affected by economic downturns in our market area than our larger competitors which are more geographically diverse. Our current primary market area consists of Northern Baltimore County, Maryland and
the Highlandtown area of Baltimore. Our secondary market area includes the Baltimore Metropolitan area, consisting of Baltimore City and the surrounding counties of Anne Arundel, Baltimore, Carroll, Harford, Howard and Frederick County, Maryland and
south-central Pennsylvania. However, broad geographic diversification is not currently part of our community bank focus. As a result, if our primary or secondary market areas suffer economic downturns, our business and financial condition may be
more severely affected by such circumstances. Our larger bank competitors serve more geographically diverse market areas, parts of which may not be affected by the same economic conditions that may exist in our market areas. See Business of
AmericasBank Corp. and AmericasBank  Location and Market Area.



We face substantial competition which could adversely affect our operating results. We operate in a competitive market for financial services and face intense competition from other financial institutions both
in making loans and in attracting deposits. Many of these financial institutions have been in business for many years, are significantly larger, have established customer bases, have greater financial resources and legal lending limits than we do,
and are able to offer certain services that we are not able to offer.



Our need to comply with extensive and complex government regulation could have an adverse effect on our business.The banking industry is subject to extensive regulation by state and federal banking authorities. Many of these
regulations are intended to protect depositors, the public or the Federal Deposit Insurance Corporation insurance funds, not shareholders. Regulatory requirements affect our lending practices, capital



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structure, investment practices, dividend policy and many other aspects of our business. These requirements may constrain our operations and changes in
regulations could adversely affect us. The burden imposed by these federal and state regulations may place banks in general, and AmericasBank specifically, at a competitive disadvantage compared to less regulated competitors. We are particularly
susceptible to this risk due to the constraints imposed upon us by the Written Agreement. In addition, the cost of compliance with regulatory requirements, including the cost of complying with the Written Agreement, could adversely affect our
ability to reduce losses or operate profitably.



Our ability
to operate profitably may be dependent on our ability to implement various technologies into our operations. 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, Internet-based banking and telebanking. Our ability to compete successfully in our markets may depend on the extent to which we are able to exploit
such technological changes. However, there can be no assurance that the development of these or any other new technologies, or our success or failure in anticipating or responding to such developments, will materially affect our business, financial
condition or operating results.



Item 2.
Description of Property



Towson



We acquired our headquarters, which is a full service
banking branch and office facility located at 500 York Road in Towson, Maryland on December 31, 1997 for $650,000 through a former wholly owned subsidiary, AmericasBank Holdings Corporation. The building is two stories and approximately 7,000 square
feet situated on .2026 acres of land. The first floor contains approximately 2,700 square feet of retail banking space, the second floor contains approximately 1,800 square feet of office space and the basement contains approximately 2,500 square
feet of retail office space. In the past, we had leased the basement level office space and part of the second floor office space. Currently, we utilize all of this space for our operations.



The property also houses a 305 gross square foot drive through building. The
drive through is not currently in operation and we have no intention of utilizing it for the foreseeable future.



Our branch at this location opened in September 1999. AmericasBank Holdings Corporation later transferred the property to AmericasBank.



We also lease approximately 1,179 square feet of property at 504 Baltimore
Avenue, Towson, Maryland for our Baltimore area loan origination office. The initial lease commenced on September 1, 2001 and was renewed for three additional years commencing on September 1, 2004. The renewed lease has a base rent of $1,640 per
month for the first year and $1,670 and $1,700, respectively, for years two and three. We acquired this lease as part of our acquisition of certain assets and assumption of certain liabilities of uvm Mortgage Marketing Inc. in October 2004.



Highlandtown



AmericasBank leases a 1,430 square foot building located in the Highlandtown
Village Shopping Center at 3860 East Lombard Street, Baltimore, Maryland from an unaffiliated party for use as a bank branch. The initial term of the lease commenced on October 18, 2000 with the first full lease year commencing on November 1, 2000.
The lease has an initial term of five years at base rents of $1,311 per month for the first two years and $1,370, $1,400 and $1,460, respectively, for years three, four and five. The lease contains two additional five-year renewal options with
increased monthly base rent. We opened this location after operating from other space in the Highlandtown area of Baltimore since our organization in December 1997.



We believe that our properties are maintained in good operating condition and are suitable and adequate for our current
operational needs.



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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. to be contemplated by any governmental authority. There are no material proceedings known to AmericasBank Corp., pending or contemplated, in which any director, officer or
affiliate or any principal security holder of AmericasBank Corp. 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 year
ended December 31, 2004 to a vote of security holders of AmericasBank Corp.



PART II



Item 5. Market for Common Equity and Related Stockholder Matters



Common Stock Prices and Market for Our Common Stock



As of March 11, 2005, AmericasBank Corp. had outstanding 3,766,810, shares of common stock held by approximately 260 shareholders of record. On or about March 12, 2004, AmericasBank Corp.s common stock began to be quoted for trading
on the Over the Counter Bulletin Board (OTCBB) under the symbol AMBB. Prior to that time, AmericasBank Corp.s common stock traded in privately negotiated transactions and sales, typically involving a small number of
trades, which were reported from time to time on the Pink Sheets under the symbol AMBB.



The following table reflects the high and low sales information as reported on the Over the Counter Bulletin Board (OTCBB) (for 2004) or the Pink Sheet
(for 2003). The information reflects inter-dealer prices, which may or may not reflect retail mark-ups, mark-downs, or commissions and may not represent actual transactions. Also, these transactions may not be representative of all transactions
during the indicated periods or the actual fair market value of our common stock at the time of such transactions due to the infrequency of trades and the limited market for our common stock.



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|               |  |                  |      |     |   |      |  |   |     
|-------------- |  | ---------------- | ---- | --- | - | ---- |  | - | ----
|               |  | Sale Price Range
|               |  | High             |      | Low |   | Last
|2003           |  |                  |      |     |   |      |  |   |     
|First Quarter  |  | $                | 2.05 |     | $ | 2.05 |  | $ | 2.05
|Second Quarter |  | $                | 2.22 |     | $ | 2.05 |  | $ | 2.22
|Third Quarter  |  | $                | 3.00 |     | $ | 3.00 |  | $ | 3.00
|Fourth Quarter |  | $                | 2.50 |     | $ | 2.30 |  | $ | 2.30
|               |  |                  |     
|               |  | High             |      | Low |   | Last
|2004           |  |                  |      |     |   |      |  |   |     
|First Quarter  |  | $                | 2.35 |     | $ | 2.00 |  | $ | 2.25
|Second Quarter |  | $                | 2.20 |     | $ | 1.90 |  | $ | 1.90
|Third Quarter  |  | $                | 1.95 |     | $ | 1.75 |  | $ | 1.80
|Fourth Quarter |  | $                | 1.95 |     | $ | 1.75 |  | $ | 1.85



Dividend Policy



We have not paid cash dividends in the past and do not anticipate paying any
cash dividends in the foreseeable future. We expect that we will retain all earnings, if any, in order to provide more funds to operate our business. Any payment of dividends is subject to the discretion of our board of directors, which will
consider a number of factors, including our prospects for future earnings, financial condition, cash needs and general business conditions.



We are organized under the Maryland General Corporation Law, which prohibits the payment of a dividend if, after giving it effect, the corporation would
not be able to pay its debts as they become due in the usual course of business or the corporations total assets would be less than the sum of its total liabilities plus, unless the charter permits otherwise, the amount that would be needed,
if the corporation were to be dissolved, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the distribution. In addition, because we are a bank holding
company, the Federal Reserve Board may impose requirements on the payment of dividends by us. Among other things, the Federal Reserve Board has issued guidance that states, in general, that an entity experiencing financial difficulties - such as
AmericasBank Corp. - should not pay or continue to pay dividends unless (i) the entitys net income over the prior year is sufficient to fund all dividends and (ii) the earnings retained by the entity is consistent with the entitys
capital needs, asset quality and overall financial condition.



Our ability to pay any cash dividends in the future will depend primarily on AmericasBanks ability to pay cash dividends to us. AmericasBank may only pay dividends if it is in compliance with certain regulatory requirements governing
the payment of dividends by it.



AmericasBank Corp. and
AmericasBank are operating under a Written Agreement with the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation that, among other things, prohibits the payment of dividends without prior written approval of the
Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation.



Recent Sales of Unregistered Securities



From
February to June 2003, we sold 200,060 units at $3.20 per unit to five of our directors, the profit sharing plan for one of our directors medical practice and the spouse of a director in a private placement transaction. Each unit consisted of
one share of our Series A Preferred Stock and a warrant to purchase one share of common stock at an exercise price of $3.20 per share, subject to adjustment for certain events. These warrants are



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first exercisable after June 30, 2004 and expire on September 1, 2008. Among other rights, upon our sale or dissolution, the Series A Preferred Stock had a
liquidation preference of $3.20 per share. The gross proceeds from this offering were $640,192.



On December 2, 2003, the holders of our Series A Preferred Stock exchanged their 200,060 outstanding shares for 200,060 outstanding shares of common
stock. The shares were exchanged to facilitate our rights and public offerings, including eliminating any liquidation preference on our outstanding capital stock.



On October 5, 2004, AmericasBank completed the acquisition of certain assets and assumption of certain liabilities of uvm
Mortgage Marketing, Inc. of Towson, Maryland. The purchase price of $274,500 consisted of cash and 100,000 restricted shares of AmericasBank Corp. common stock that vest over two years.



On November 18, 2004, directors Savas J. Karas, Graylin E. Smith, and John C. Weiss III each purchased 250 shares of common
stock at $2.00 per share to satisfy the directors stock ownership requirement under Maryland State Banking Laws.



There were no underwriting discounts or commissions paid with respect to any of the foregoing transactions. We believe that the sale and issuance of
securities in the foregoing transactions were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving
a public offering, where the purchasers represented their intention to acquire securities for investment only and not with a view to distribution and received or had access to adequate information about AmericasBank Corp.



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SELECTED FINANCIAL DATA



The following table summarizes our selected consolidated financial information and other financial data. The selected
balance sheet and statement of income data, insofar as they relate to the years ended December 31, 2004 and 2003, are derived from our audited consolidated financial statements. This information should be read together with Managements
Discussion and Analysis of Financial Condition and Results of Operations and our audited consolidated financial statements and the related notes included elsewhere in this report. Results for past periods are not necessarily indicative of
results that may be expected for any future period.



|                                                                      |  |                         |            |    |      |   |            |   
|--------------------------------------------------------------------- |  | ----------------------- | ---------- | -- | ---- | - | ---------- | --
|                                                                      |  | Year Ended December 31, |           
|                                                                      |  | 2004                    |            |    | 2003 |  
|Income Statement Data:                                                |  |                         |            |    |      |   |            |   
|Net interest income                                                   |  | $                       | 855,230    |    |      | $ | 612,638    |   
|Provision for loan and lease losses                                   |  |                         | 20,000     |    |      |   | 75,000     |   
|Noninterest revenue                                                   |  |                         | 210,517    |    |      |   | 304,625    |   
|Noninterest expenses                                                  |  |                         | 2,340,725  |    |      |   | 1,961,024  |   
|Income taxes                                                          |  |                         |           |    |      |   |           |   
|Net loss                                                              |  | $                       | (1,294,978 | )  |      | $ | (1,118,761 | ) 
|                                                                      |  |                        
|Per Share and Shares Outstanding Data:                                |  |                         |            |    |      |   |            |   
|Basic net loss per common share                                       |  | $                       | (0.41      | )  |      | $ | (1.84      | ) 
|Diluted net loss per common share                                     |  | $                       | (0.41      | )  |      | $ | (1.84      | ) 
|Cash dividends declared                                               |  | $                       |           |    |      | $ |           |   
|Book value per common share at period end                             |  | $                       | 1.43       |    |      | $ | 1.94       |   
|Tangible book value per common share at period end (1)                |  | $                       | 1.35       |    |      | $ | 1.90       |   
|Common shares outstanding, period end                                 |  |                         | 3,766,810  |    |      |   | 791,060    |   
|Average common shares outstanding, basic                              |  |                         | 3,140,330  |    |      |   | 607,443    |   
|Average common shares outstanding, diluted                            |  |                         | 3,140,330  |    |      |   | 607,443    |   
|                                                                      |  |                        
|Balance Sheet Data:                                                   |  |                         |            |    |      |   |            |   
|Total assets                                                          |  | $                       | 40,132,099 |    |      | $ | 27,065,027 |   
|Total loans, net                                                      |  |                         | 31,245,162 |    |      |   | 15,424,848 |   
|Total deposits                                                        |  |                         | 34,570,293 |    |      |   | 25,408,838 |   
|Stockholders equity                                                  |  |                         | 5,395,804  |    |      |   | 1,532,637  |   
|                                                                      |  |                        
|Performance Ratios:                                                   |  |                         |            |    |      |   |            |   
|Return on average assets                                              |  |                         | (4.04      | )% |      |   | (4.07      | )%
|Return on average equity                                              |  |                         | (27.57     | )% |      |   | (55.12     | )%
|Net interest margin                                                   |  |                         | 2.82       | %  |      |   | 2.39       | % 
|                                                                      |  |                        
|Asset Quality Ratios:                                                 |  |                         |            |    |      |   |            |   
|Allowance to period-end loans                                         |  |                         | 0.99       | %  |      |   | 1.75       | % 
|Non-performing assets to total gross loans and foreclosed real estate |  |                         | 0.55       | %  |      |   | 0.49       | % 
|                                                                      |  |                        
|Capital Ratios:                                                       |  |                         |            |    |      |   |            |   
|Total risk-based capital ratio                                        |  |                         | 19.94      | %  |      |   | 9.61       | % 
|Tier I risk-based capital ratio                                       |  |                         | 18.77      | %  |      |   | 8.36       | % 
|Leverage capital ratio                                                |  |                         | 13.19      | %  |      |   | 5.40       | % 
|Total equity to total assets                                          |  |                         | 13.45      | %  |      |   | 5.66       | % 

---

|(1) | Excludes unamortized premium paid for the loans and deposits purchased from Rushmore Trust & Savings, FSB in 1997, and goodwill from the purchase of certain assets of uvm
Mortgage Marketing, Inc. in October, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Item 6. Managements Discussion and Analysis of Financial Condition and Results of
Operations



The following discussion is intended to assist
readers in understanding and evaluating our financial condition and results of operations. You should read this review in conjunction with our financial statements and accompanying notes included elsewhere in this report. Because AmericasBank Corp.
has no material operations and conducts no business on its own other than owning its subsidiary, AmericasBank, the discussion primarily concerns the business of AmericasBank. However, for ease of reading and because our financial statements are
presented on a consolidated basis, references to we or our refers to both AmericasBank Corp. and AmericasBank.



Overview



Much happened during 2004. Among the events of note:



| |  |  | While we continued to incur losses, suffering a loss of $1,294,978 for the year compared to a loss of $1,118,761 for 2003, we have repositioned the Bank by adding capital, hiring
experienced operating managers and staff in the banking and mortgage areas, increased our product offerings to make us competitive in selling cash management services, and invested in resources to increase our loan origination capacity.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On March 11, 2004, we closed our rights offering of up to 400,000 shares of common stock to our shareholders of record on December 22, 2003 at $2.00 per share and our public
offering of 2,475,000 shares plus any shares that were not sold in the rights offering at $2.00 per share. We sold an aggregate of 2,875,000 shares in the offerings and received net offering proceeds of $5,027,091. With the addition of this capital,
we became a well capitalized bank as defined by our regulators and substantially increased our legal lending limit. We ended 2004 with net loans at $31,245,162, an increase of $15,820,314 or 102.6% from the end of 2003, with
approximately 50% of the loan growth occurring in the fourth quarter of 2004.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have improved the overall governance and management of the institution by adding experienced new board members and operating management. On June 3, 2004 our shareholders elected
three new board members: Savas J. Karas, CPA, Graylin E. Smith, CPA, and John C. Weiss III to three-year terms expiring at the 2007 annual meeting. We believe that each of these members brings exceptional business acumen to our board and that these
individuals can assist us with our operation, development and promotion in light of our current financial situation. We also added three new operational managers with extensive experience to run our bank operations area, to manage our portfolio
loans, and to manage our mortgage operation. Our bank and mortgage operation managers joined us in the latter part of the first quarter and have implemented system and procedural changes in their respective areas. Our bank portfolio loan manager
joined us in the second quarter and she too has implemented many changes in our loan processing procedures. Maintaining solid operational platforms upon which we can continue to expand our business model is a key component of our business plan and
we believe that we have the right individuals in place to lead this effort.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | October 5, 2004, AmericasBank completed the acquisition of certain assets and the assumption of certain liabilities of uvm Mortgage Marketing, Inc. of Towson, Maryland. With this
acquisition, we ended 2004 with four experienced loan originators compared to one at the end of 2003, greatly increasing our mortgage loan origination capacity. In addition, we have entered into agreements with additional companies to sell or broker
loans. Most of these companies were key investors used by the loan originators of uvm Mortgage Marketing, Inc. prior to the acquisition and we believe we can leverage the value of this existing network to more quickly grow the mortgage business.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | The Memorandum of Understanding with the Federal Reserve Bank of Richmond was terminated. We continued to operate under the Written Agreement with the Federal Reserve Bank of
Richmond and the Maryland Division of Financial Regulation throughout the year.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We began using a web-based service to offer our certificates of deposit as an interim strategy to support our loan growth. The interest rate offered on these certificates of deposit
is higher than what we would typically pay within our market. We view this strategy as a cost effective and efficient process to raise deposits for specific terms. The use of higher cost certificates of deposit is integral to the business plan
developed by our management team to bring the Bank to profitability. The longer term funding strategy is to replace these higher cost deposits with lower cost and less volatile core deposits from small businesses and professional firms. The
successful implementation of this stage of the strategy is highly dependent on our ability to establish confidence and deliver superior services to this group of targeted customers. During 2004, we issued $8,316,044 in certificates of deposit
through the web-based service at an average cost of approximately 3.49%. Deposits from this source represented 25.7% of our interest bearing deposits as of December 31, 2004.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We continued to expand and enhance our commercial and retail cash management products and in the third quarter began offering an internet banking service to both our commercial and
retail customers. We also redesigned the appearance of our website with the plan to utilize the site as a more efficient communication tool with our customers and investors.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We resolved the issues related to our prior managements settlement and sale of loans which were to be insured by the Federal Housing Administration (HUD) prior to HUDs
review of our underwriting and the issuance of the mortgage insurance certificate. During 2004 we repurchased seven loans totaling approximately $874,000 and refunded approximately $25,000 of our service release premium and point spread to the
purchasing investors. We recorded these loans at market at the time of repurchase and because of payment delinquency and changes in interest rates we expensed approximately $29,000. We will endeavor to refinance these loans.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe that we have the management in place
and have established a strategy that will allow us to become profitable. But for the expenses that we will incur in 2005 and thereafter as a result of adopting the fair value method of accounting for our stock-based compensation, as further
described below, management believes that AmericasBank Corp. would reach monthly profitability sometime during the third or fourth quarter of 2005. Accounting for such expenses, management believes that AmericasBank Corp. will reach monthly
profitability during the first quarter of 2006. However, there can be no assurance that we will become profitable.



During 2005, AmericasBank Corp. intends to recognize expense for stock-based compensation using the fair value method of accounting described in SFAS No.
123, Accounting for Stock Based Compensation. Information summarizing the pro forma effect on our 2004 net loss and loss per share of common stock using an optional fair value based method is included in Note 1of our audited
consolidated financial statements.



Business Strategy



The business strategy for AmericasBank is to be a profitable community bank
that provides above average investment returns to its shareholders while maintaining a low to moderate risk profile. Our planning horizon is ten years; we believe it will take three to five years to build to critical mass and another five years to
generate the core deposit base and efficiencies required for high performance.



The essence of our strategy will be to stay within the traditional community bank model of promoting business entrepreneurship and home ownership while concentrating on products and services where the bank can
effectively differentiate itself from its competitors and from larger financial institutions operating in its market area.



We have pursued six strategic initiatives to achieve profitability:



| |  |  | Engage and retain experienced management and staff with a track record of success;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Obtain adequate capitalization;
| | - |  | -------------------------------



| |  |  | Resolve the outstanding regulatory issues that affect us;
| | - |  | ---------------------------------------------------------



| |  |  | Expand our lending activities and increase our noninterest income;
| | - |  | ------------------------------------------------------------------



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| |  |  | Improve our net interest margin by increasing our base of core commercial and retail deposits and through more effective asset and liability management; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Control the growth of noninterest expenses.
| | - |  | -------------------------------------------



Engage and Retain Experienced Management. We hired three new executives  Messrs. Anders, Rever and Muncks - to form our management team in
July and August, 2003. During 2004, we hired the operating management and staff to supervise and control the risks, including the compliance risks, involved in residential mortgage lending. Also, with the hiring of the former employees of uvm
Mortgage Marketing Inc. in October 2004, we now have four experienced loan origination officers.



To align the interest of our management team with our success, we have granted management what we believe to be an incentive compensation package that
will reward management for exceptional performance. In general, the incentive compensation is based upon management achieving certain financial and asset quality goals and maintaining satisfactory regulatory ratings. See the discussion under the
caption Incentive Compensation  2004 Stock Incentive Plan.



In June 2004, we added three new members to our board who we believe have the characteristics necessary to assist us with our operation, development and promotion in light of our current financial situation, and
reduced the total board members from thirteen to eleven. We will continue to evaluate whether we need to attract additional new members to our board of directors.



Obtain Adequate Capitalization. As a result of the rights offering and public offering, we were able to raise
$5,027,091 of net offering proceeds during March 2004. If we are successful with our business plan, we believe that this additional capital will allow us to leverage our balance sheet to increase earning assets to the seventy-five million dollar
level over the next three years. At this level, we believe we should be able to generate sufficient capital through earnings to support moderate growth.



We anticipate that the increase in earning assets will come by expanding our residential mortgage lending operation as a correspondent lender while
continuing to develop our traditional retail and business banking segments. We anticipate that deposits will generate the majority of the funding to support these activities. Ultimately, some of the capital raised in the offerings may be utilized to
fund loans.



Until we achieve profitability, some of the
capital raised in the offerings and/or our existing capital will necessarily be used to fund operating losses, such as the $1,294,978 loss in 2004. The total amount required to fund operating losses, however, cannot be accurately quantified as it
depends upon how successful we are in implementing our business plans, how quickly we can implement our plans, market interest rates and the economy in our market area, among other known and unknown factors. Until we are able to fully implement our
business plans, operating losses will include various new expenses (i.e., expenses that we have not historically incurred) such as public company expenses and expenses resulting from our stock-based compensation, expanding our mortgage lending
staff, marketing our services, investing in new technology and improving our compliance management programs.



In order to leverage our balance sheet more rapidly and to reduce the risks associated with operating with limited capital, we will evaluate during 2005
whether we should seek to raise additional capital. Having additional capital sooner (by raising additional capital) rather than later (through growth) would, among other things, likely provide a hedge against market factors affecting our business
which are outside of our control.



Resolve Outstanding Regulatory
Issues. Because of concerns related to AmericasBanks violations of certain consumer lending laws, we agreed to enter into a Memorandum of Understanding with the Federal Reserve Bank of Richmond on October 25, 2001. We made improvements to
our compliance systems in accordance with the Memorandum of Understanding and learned during the first quarter of 2005 that the Federal Reserve Bank of Richmond terminated the Memorandum of Understanding.



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Because of poor operating performance and financial condition and in order to restore and maintain the
financial soundness of AmericasBank Corp. and AmericasBank, we agreed to enter into and operate under a Written Agreement with the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation in August 2001. While we believe
that we have addressed many of the items in the Written Agreement; however, our continuing operating losses remain a primary concern to our regulators. In addition, our management has made changes they believe are appropriate to certain risk
management systems and operations without first obtaining the approval of the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation, as required by the Written Agreement. Our regulators have not taken any actions as a
result of our failure to comply with certain of the items in the Written Agreement and we have not taken any actions as a result of our failure to obtain their approval for the changes made to certain of our risk management systems and operations,
although they are aware of the changes. We believe this is because they have allowed our management to focus on implementing new operational controls and processes; however, we have not received any assurances from our regulators in this regard.



We believe that the capital raised in the rights offering and
the public offering provides us with the capital necessary to remedy several of the outstanding deficiencies contained in the Written Agreement. The additional capital will allow us to grow as evidenced during the later half of 2004 and, we believe,
become more efficient. We believe that greater efficiency will improve our compliance management programs, which were identified as needing significant improvement in the Written Agreement. In general, the larger a banking institution is, the more
effective it can be in leveraging economies of scale in connection with its compliance management programs. Currently, we believe that it will take most of 2005 to remedy all outstanding deficiencies. Remedying all outstanding deficiencies and
having the Written Agreement terminated are important to our future success because they impose restrictions on our operations. We continue to work closely with Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation to
remedy all outstanding deficiencies.



Expand our
lending activities and increase our noninterest income. AmericasBank is under considerable earnings pressure because it has never been able to generate interest and fee income to achieve breakeven operations. Our primary source of income
is generated from the interest earned on our loan portfolio and fees generated from our lending activities. AmericasBanks objective is to systemically grow a high quality, diversified loan portfolio that affords us the opportunity to generate
attractive yields on a risk adjusted basis and to earn higher levels of noninterest income through fees and service charges. In the short term, we will focus our efforts on residential mortgage lending because we believe it to be the most cost
effective way for a community bank to generate loans, maintain asset quality and produce higher levels of fee income. We also intend to emphasize commercial mortgage loans and commercial loans extended for general business purposes to small and
medium-size businesses in our primary market area.



Residential
mortgage lending includes long-term conventional and non-conforming mortgages originated for our portfolio or for sale into the secondary market, adjustable rate mortgages, loans to homeowners or small developers for the acquisition and construction
or rehab of single-family homes and lot loans. Commercial mortgage loans include loans for the acquisition, development, rehabilitation or investment in commercial or residential real property (generally for other than single family homes). We
intend to aggressively pursue commercial lending opportunities where the loan relationships provide us with opportunities to develop high volume depository relationships.



The barriers to entry in residential mortgage lending are low, resulting in intense competition during periods when high
volumes of mortgages are refinanced to take advantage of lower interest rates. While AmericasBank will compete in this arena, we anticipate that our principal focus will be in providing construction and rehab financing to homeowners and small
builders, and to a lesser extent, non-conforming and investor loans. We have selected this niche because the competitive environment is highly fragmented and there is a growing need for this type of financing in our market areas. These product types
also provide us with multiple opportunities to generate interest spread and fee income from the same customer, to expand our reach beyond our primary market territory and to develop consumer-banking relationships to which we can market other
financial services and products in the future.



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Improve Our Net Interest Margin. Our residential mortgage lending strategy is designed to cost
effectively accelerate the growth in loans and fee income but it will not produce the deposits required to fund our growth. In the short term, we will be dependent on retail deposits, principally certificates of deposit, to fund our growth. This
strategy is not ideal as retail certificates of deposit are typically the highest cost of funds for a bank and can be highly volatile. Core retail deposits, including demand and interest bearing checking accounts, savings accounts and money market
accounts are excellent sources of low cost funds but the cost of developing a good retail-banking program is prohibitive in the short term.



Commercial deposits are another source of low cost core deposits and will be the principal focus of our initiatives to improve our core deposit base.
However, our commercial deposit base will not increase proportionately with our growth in assets, which is why we will be reliant on the retail certificates of deposit in the short-term. Generally, our competitors do an average to above average job
in servicing commercial deposit accounts, which means that there are few reasons to justify changing a commercial depository relationship. Because there is no compelling reason for businesses to move their accounts, the sales cycle for attracting
commercial depository accounts can be protracted.



Commercial
depository accounts move either because the business has a credit need and the entire relationship moves for better credit access, or the principals of the business decide to move because of personal relationships or convenience. Service and price
may prompt a business to move its depository relationship. More typically, however, lack of recognition, poor access to decision makers and greater convenience provide the impetus for a change in the banking relationship. These are areas in which
AmericasBank will seek to excel over the long term.



In order
to increase our core deposit base, we also must stay abreast of technological changes and invest in those products and services we believe are replacing location convenience as a primary reason for selecting a bank. However, we believe the personal
attention and the responsiveness and flexibility that come from having a close, intimate relationship with a community banker are high on depositors lists of reasons for selecting a bank and we will work to excel in this area.



Our net interest margin did improve to 2.82% in 2004 from 2.39% in 2003. The
additional capital raised in March of 2004, an increase in yield on our earning assets, and a decrease in the interest rate paid on deposits all contributed to the improvement of our interest margin in 2004.



Control Noninterest Expenses. Noninterest expenses at AmericasBank
have generally been level with the exception of the high level of professional and consulting fees paid out over the last several years. Going forward, we will incur additional costs in connection with operating as a public company; marketing our
services, particularly our mortgage banking services; investing in technological products and services and improving our compliance management programs.



There will be few additions to staff within the core banking operations for the foreseeable future; however, management expects staffing levels in the
mortgage operation to expand by 12-15 people during the next several years if we are successful in implementing our business plans. We estimate that three quarters of the new mortgage positions will be loan officers, and that the majority of income
earned by these officers will be based on loans originated for sale in the secondary market, with us acting as a broker or the correspondent lender. As is typical in the mortgage lending industry, loan officers are paid a commission based on the
amount of fee income generated with a draw allowed against anticipated future income based on past performance. The remaining staff additions to our mortgage operations will be salary-based, however, these positions will be indirectly based on the
number of commissioned-based loan officers and the volume of loans originated for sale. We will also incur additional costs as we market our services, particularly our mortgage banking services, invest in technological products and services and
improve our compliance management programs.



During 2004, we
replaced our mortgage operations manager and her staff, and added two additional staff positions bring the total operations group to five. We also added three loans officers during 2004, increasing our loan origination group to four.



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One reason the mortgage lending business is attractive to us is because it allows us to build a highly
competent sales team on a commission basis and to incrementally add or reduce staff as production and portfolio volume increases or decreases with changes in market conditions. Currently, the mortgage division has five administrative people
supporting four loan officers. We believe that this level of staff support is adequate for six to seven lending officers. The biggest fixed expense in the mortgage lending business comes from the base salaries of the vice president who oversees our
mortgage operations division and her staff, but we believe that hiring experienced mortgage professionals is essential based on the amount of work needed in the product development, recruiting and marketing functions.



We anticipate that our four loan officers will originate approximately $60 to
$70 million of loans for sale per annum. While this business is sensitive to changes in interest rates and may decline due recent increases in rates, we believe that we have retained experienced loan officers capable of sourcing business in a rising
interest rate environment. The business is also seasonal and we expect the second and fourth quarters to be our strongest. At this level, our mortgage lending operation will operate more efficiently or profitably. We believe that we need to generate
approximately $75 million of loans originated for sale on an annual basis for our mortgage operation to be efficient and profitable.



Summary of Recent Performance



For the year ended December 31, 2004, our net loss was $1,294,978, compared to a net loss of $1,118,761 for the prior year. Basic and diluted loss per
common share were $(0.41) for the year ended December 31, 2004, compared to $(1.84) for the year ended December 31, 2003.



Total assets were $40,132,099 on December 31, 2004, an increase of $13,067,072 or 48.3% over the December 31, 2003 level of $27,065,027.



Total loans, net of allowance, were $31,245,162 at December 31, 2004, which
represents a $15,820,314 increase or 102.6% from $15,424,848 at December 31, 2003. The increase in the loan portfolio since the end of December 31, 2003 occurred primarily within the mortgage loan portfolio, which was an expanded focus for us during
2004.



The allowance for loan losses was $315,127 or 0.99% of
loans at December 31, 2004, compared to $275,077 or 1.75% of loans at December 31, 2003. Our non-performing assets were $175,742 or 0.55% of loans at December 31, 2004, compared to $77,166 or 0.49% of loans and foreclosed real estate at December 31,
2003.



Total deposits were $34,570,293 at December 31, 2004,
which represents a $9,161,455 or 36.1% increase from $25,408,838 of total deposits at December 31, 2003. In 2004, we began offering premium rate certificates of deposit through an Internet-based service and generated $8,316,044 in these types of
deposits as of December 31, 2004.



Total stockholders
equity was $5,395,804 at December 31, 2004 compared to $1,532,637 at December 31, 2003. Stockholders equity increased by $3,863,167 from December 31, 2003 to December 31, 2004 primarily from the net proceeds of common stock issued in our
rights and public offerings of $5,027,091, which was offset by the loss for the year of $1,294,978.



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Our net interest margin was 2.82% for the year ended December 31, 2004, compared to 2.39% for the year
ended December 31, 2003. The yield on our earning assets increased from 5.32% in 2003 to 5.39% in 2004 due to our increase in loans and the capital raised in March 2004, which was invested in interest earning assets. Our net interest margin also
increased from a decline in our rate on deposits from 2.97% in 2003 to 2.87% in 2004. This decline is primarily from the maturity of high priced certificates of deposit being replaced by lower cost funds. We anticipate that this trend will cease as
current interest rates are rising, directly increasing our cost of funds. Also, we are marketing higher costs certificates of deposit that will contribute to an increase in our cost of funds. We expect the yield on our earning assets to continue to
increase as market interest rates rise, and as we continue to add loans and maintain lesser amounts of investments in federal funds sold accounts.



Results of Operations



Year ended December 31, 2004 compared to year ended December 31, 2003



Net Interest Income



Net interest income is the difference between interest revenue on assets and the cost of funds supporting those assets.
Earning assets are comprised primarily of loans, investments and federal funds sold; interest-bearing deposits make up the cost of funds. Noninterest bearing deposits and capital are also funding sources. Changes in the volume and mix of earning
assets and funding sources along with changes in associated interest rates determine changes in net interest income.



Net interest income for the year ended December 31, 2004 increased 39.6% to $855,230 from $612,638 for the year ended December 31, 2003. The increase is
primarily attributable to an 18.2% increase in average interest earning assets to $30,313,020 for the year ended December 31, 2004 from $25,640,811 of average interest earning assets for the year ended December 31, 2003.



Interest revenue increased by $271,584 or 19.9% from $1,363,173 for the year
ended December 31, 2003 to $1,634,757 for the year ended December 31, 2004. The majority of the increase in interest revenue came from an 18.2% increase in average interest earning assets. Total average loans increased by $4,323,738 or 28.0%, mainly
in commercial real estate loans, construction loans, commercial finance leases and home equity loans. Interest revenue from loans and leases, excluding loans held for sale, increased by $285,569 or 25.6% in 2004 compared to 2003. Interest expense
amounted to $779,527 for the year ended December 31, 2004, which was $28,992 or 3.9% higher than the $750,535 for the year ended December 31, 2003. Our average interest bearing deposits increased by $1,980,370 or 8.6% for the year ended December 31,
2004 compared to the year ended December 31, 2003, primarily from an increase in average certificates of deposit and interest bearing checking, partially offset by a decline in average savings account balances.



One of the key strategic initiatives identified by our new management team is
to improve our net interest margin, which is our net interest income divided by our average interest-earning assets. Generally, to achieve this objective, we need to increase the yield on interest-earning assets, reduce the interest rates we pay on
interest-bearing liabilities and increase the amount of our noninterest-bearing deposits. We have developed plans to improve each of these attributes and, while it will take time, we believe that our plan will result in an increase in the amount of
net interest income and an improvement in the net interest margin.



During the next 12 months, there are $6,951,605 in certificates of deposit or 27.8% of our certificates of deposit portfolio with an average interest rate of 3.89% that will mature and will re-price to the then current market interest rate.
Our business plan is to offer competitive interest rates on certificates of deposit and, accordingly, we believe that we will be able to retain many of these deposits.



The following table illustrates average balances of total interest earning assets and total interest bearing liabilities for
the periods indicated, showing the average distribution of assets, liabilities, stockholders equity and related revenue, expense and corresponding weighted average yields and rates. The average balances used in this table and other statistical
data were calculated using average daily balances.



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Average Balances, Interest, and Yields/Rates



|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|------------------------------------------ |  | --------------- | ---------- | - | -------- | - | ----------- |  | ----- | --------------- |  | - | ---------- | - | ----------- | - | --------- |  | ----- | -
|                                           |  | 2004            |            |   | 2003     |  
|                                           |  | Average balance |            |   | Interest |   | Yield/ Rate |  |       | Average balance |  |   | Interest   |   | Yield/ Rate |  
|Assets:                                    |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Federal Funds Sold and FHLB deposit        |  | $               | 8,852,235  |   |          | $ | 119,093     |  | 1.35  | %               |  | $ | 7,366,884  |   |             | $ | 80,363    |  | 1.09  | %
|FHLB and FRB dividends                     |  |                 | 144,232    |   |          |   | 7,004       |  | 4.86  | %               |  |   | 175,874    |   |             |   | 8,195     |  | 4.66  | %
|                                           |  |                 |            |   |          |  
|Investment Securities                      |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Mortgage backed                            |  |                 | 5,690      |   |          |   | 155         |  | 2.72  | %               |  |   | 97,479     |   |             |   | 3,479     |  | 3.57  | %
|Preferred trust                            |  |                 | 300,000    |   |          |   | 30,000      |  | 10.00 | %               |  |   | 300,000    |   |             |   | 30,000    |  | 10.00 | %
|Equity security                            |  |                 | 30,000     |   |          |   | 1,380       |  | 4.60  | %               |  |   | 30,000     |   |             |   | 884       |  | 2.95  | %
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Total investment securities                |  |                 | 335,690    |   |          |   | 31,535      |  | 9.39  | %               |  |   | 427,479    |   |             |   | 34,363    |  | 8.04  | %
|                                           |  |                 |            |   |          |  
|Loans held for sale                        |  |                 | 1,203,151  |   |          |   | 74,775      |  | 6.21  | %               |  |   | 2,216,600  |   |             |   | 123,471   |  | 5.57  | %
|                                           |  |                 |            |   |          |  
|Loans:                                     |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Residential real estate                    |  |                 | 4,167,850  |   |          |   | 336,535     |  | 8.07  | %               |  |   | 5,417,137  |   |             |   | 418,714   |  | 7.73  | %
|Construction and land development          |  |                 | 2,567,577  |   |          |   | 153,195     |  | 5.97  | %               |  |   | 851,024    |   |             |   | 39,983    |  | 4.70  | %
|Commercial, including real estate          |  |                 | 7,297,376  |   |          |   | 526,957     |  | 7.22  | %               |  |   | 5,369,730  |   |             |   | 366,942   |  | 6.83  | %
|Commercial finance leases                  |  |                 | 4,331,791  |   |          |   | 312,156     |  | 7.21  | %               |  |   | 2,717,558  |   |             |   | 228,970   |  | 8.43  | %
|Home equity                                |  |                 | 1,117,609  |   |          |   | 52,209      |  | 4.67  | %               |  |   | 706,162    |   |             |   | 34,622    |  | 4.90  | %
|Installment                                |  |                 | 295,509    |   |          |   | 21,298      |  | 7.21  | %               |  |   | 392,363    |   |             |   | 27,550    |  | 7.02  | %
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Total loans                                |  |                 | 19,777,712 |   |          |   | 1,402,350   |  | 7.09  | %               |  |   | 15,453,974 |   |             |   | 1,116,781 |  | 7.23  | %
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Total interest earning assets              |  |                 | 30,313,020 |   |          |   | 1,634,757   |  | 5.39  | %               |  |   | 25,640,811 |   |             |   | 1,363,173 |  | 5.32  | %
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Allowance for loan and lease losses        |  |                 | (303,900   | ) |          |   |             |  |       |                 |  |   | (278,525   | ) |             |   |           |  |       |  
|Noninterest-bearing cash                   |  |                 | 877,046    |   |          |   |             |  |       |                 |  |   | 1,109,656  |   |             |   |           |  |       |  
|Premises and equipment                     |  |                 | 895,415    |   |          |   |             |  |       |                 |  |   | 858,267    |   |             |   |           |  |       |  
|Other assets                               |  |                 | 247,553    |   |          |   |             |  |       |                 |  |   | 128,283    |   |             |   |           |  |       |  
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Total assets                               |  |                 | 32,029,134 |   |          |   |             |  |       |                 |  |   | 27,458,492 |   |             |   |           |  |       |  
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Liabilities and Stockholders Equity       |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Interest-bearing Deposits                  |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Savings                                    |  |                 | 5,483,001  |   |          |   | 61,217      |  | 1.12  | %               |  |   | 6,428,669  |   |             |   | 60,083    |  | 0.93  | %
|NOW, money market and escrow               |  |                 | 1,329,040  |   |          |   | 15,064      |  | 1.13  | %               |  |   | 762,932    |   |             |   | 9,108     |  | 1.19  | %
|Certificates of deposit                    |  |                 | 18,307,400 |   |          |   | 703,246     |  | 3.84  | %               |  |   | 15,947,470 |   |             |   | 681,344   |  | 4.27  | %
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Total interest-bearing deposits            |  |                 | 25,119,441 |   |          |   | 779,527     |  | 3.10  | %               |  |   | 23,139,071 |   |             |   | 750,535   |  | 3.24  | %
|Noninterest-bearing deposits               |  |                 | 2,032,980  |   |          |   |            |  |       |                 |  |   | 2,115,811  |   |             |   |          |  |       |  
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|                                           |  |                 | 27,152,421 |   |          |   | 779,527     |  | 2.87  | %               |  |   | 25,254,882 |   |             |   | 750,535   |  | 2.97  | %
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Other liabilities                          |  |                 | 179,707    |   |          |   |             |  |       |                 |  |   | 173,945    |   |             |   |           |  |       |  
|Stockholders equity                       |  |                 | 4,697,006  |   |          |   |             |  |       |                 |  |   | 2,029,665  |   |             |   |           |  |       |  
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Total Liabilities and Stockholders Equity |  | $               | 32,029,134 |   |          |   |             |  |       |                 |  | $ | 27,458,492 |   |             |   |           |  |       |  
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Net interest spread                        |  |                 |            |   |          |   |             |  | 2.52  | %               |  |   |            |   |             |   |           |  | 2.35  | %
|Net interest income                        |  |                 |            |   |          | $ | 855,230     |  |       |                 |  |   |            |   |             | $ | 612,638   |  |       |  
|                                           |  |                 |            |   |          |   |             |  |       |                 |  |   |            |   |             |   |           |  |       |  
|Net margin on earning assets               |  |                 |            |   |          |   |             |  | 2.82  | %               |  |   |            |   |             |   |           |  | 2.39  | %



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The following table describes the impact on our interest revenue and expense resulting from changes in
average balances and average rates for the periods indicated. The change in interest revenue or expense due to both volume and rate is reported with the rate variance.



Rate/Volume Variance Analysis



|                                    |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|----------------------------------- |  | --------------------------------------- | ------- | - | --------------------------------------- | - | ------- | ------ |  | - | ------- | - |  | ---- | ------- | - | ------ | - | -------- | - |  | - | -------- | -
|                                    |  | Year Ended December 31,                 |         |   | Year Ended December 31,                 |  
|                                    |  | 2004 compared to 2003 Variance due to : |         |   | 2003 compared to 2002 Variance due to : |  
|                                    |  | Total                                   |         |   | Rate                                    |   |         | Volume |  |   | Total   |   |  | Rate |         |   | Volume |  
|Interest Earning Assets:            |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|Federal Funds Sold and FHLB Deposit |  | $                                       | 38,730  |   |                                         | $ | 22,527  |        |  | $ | 16,203  |   |  | $    | 41,145  |   |        | $ | (25,742  | ) |  | $ | 66,887   |  
|Interest-bearing deposits           |  |                                         |        |   |                                         |   |        |        |  |   |        |   |  |      | (31,367 | ) |        |   | 17       |   |  |   | (31,384  | )
|FHLB and FRB dividends              |  |                                         | (1,191  | ) |                                         |   | 283     |        |  |   | (1,474  | ) |  |      | (5,033  | ) |        |   | (2,787   | ) |  |   | (2,246   | )
|                                    |  |                                         |         |   |                                         |  
|Investment Securities               |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|U.S. Government Agency              |  |                                         |        |   |                                         |   |        |        |  |   |        |   |  |      | (3,905  | ) |        |   | 2        |   |  |   | (3,907   | )
|Mortgage backed                     |  |                                         | (3,324  | ) |                                         |   | (48     | )      |  |   | (3,276  | ) |  |      | (33,842 | ) |        |   | (1,249   | ) |  |   | (32,593  | )
|Preferred trust                     |  |                                         |        |   |                                         |   |        |        |  |   |        |   |  |      | (2,775  | ) |        |   | (285     | ) |  |   | (2,490   | )
|Mutual funds and equity security    |  |                                         | 496     |   |                                         |   | 496     |        |  |   |        |   |  |      | (62,101 | ) |        |   | (303     | ) |  |   | (61,798  | )
|                                    |  |                                         |         |   |                                         |  
|Loans held for sale                 |  |                                         | (48,696 | ) |                                         |   | 7,756   |        |  |   | (56,452 | ) |  |      | 103,760 |   |        |   | (1,102   | ) |  |   | 104,862  |  
|                                    |  |                                         |         |   |                                         |  
|Loans:                              |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|Residential real estate             |  |                                         | (82,179 | ) |                                         |   | 14,384  |        |  |   | (96,563 | ) |  |      | (61,243 | ) |        |   | 21,906   |   |  |   | (83,149  | )
|Construction and land development   |  |                                         | 113,212 |   |                                         |   | 32,565  |        |  |   | 80,647  |   |  |      | (17,329 | ) |        |   | (11,972  | ) |  |   | (5,357   | )
|Commercial, including real estate   |  |                                         | 160,015 |   |                                         |   | 28,289  |        |  |   | 131,726 |   |  |      | 124,496 |   |        |   | 15,654   |   |  |   | 108,842  |  
|Commercial finance leases           |  |                                         | 83,186  |   |                                         |   | (52,822 | )      |  |   | 136,008 |   |  |      | 228,970 |   |        |   | 228,970  |   |  |   |         |  
|Home equity                         |  |                                         | 17,587  |   |                                         |   | (2,586  | )      |  |   | 20,173  |   |  |      | (44,338 | ) |        |   | (21,106  | ) |  |   | (23,232  | )
|Installment                         |  |                                         | (6,252  | ) |                                         |   | 549     |        |  |   | (6,801  | ) |  |      | (38,380 | ) |        |   | (4,997   | ) |  |   | (33,383  | )
|                                    |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|Total interest revenue              |  |                                         | 271,584 |   |                                         |   | 51,393  |        |  |   | 220,191 |   |  |      | 198,058 |   |        |   | 197,006  |   |  |   | 1,052    |  
|                                    |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|Interest-bearing Liabilities        |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|Savings                             |  |                                         | 1,134   |   |                                         |   | 9,972   |        |  |   | (8,838  | ) |  |      | (44,169 | ) |        |   | (34,067  | ) |  |   | (10,102  | )
|NOW, money market and escrow        |  |                                         | 5,956   |   |                                         |   | (802    | )      |  |   | 6,758   |   |  |      | (383    | ) |        |   | 1,396    |   |  |   | (1,779   | )
|Certificates of deposit             |  |                                         | 21,902  |   |                                         |   | (78,924 | )      |  |   | 100,826 |   |  |      | 124,642 |   |        |   | (315,327 | ) |  |   | 439,969  |  
|                                    |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|Total interest-bearing deposits     |  |                                         | 28,992  |   |                                         |   | (69,754 | )      |  |   | 98,746  |   |  |      | 80,090  |   |        |   | (347,998 | ) |  |   | 428,088  |  
|                                    |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  
|Net interest income                 |  | $                                       | 242,592 |   |                                         | $ | 121,147 |        |  | $ | 121,445 |   |  | $    | 117,968 |   |        | $ | 545,004  |   |  | $ | (427,036 | )
|                                    |  |                                         |         |   |                                         |   |         |        |  |   |         |   |  |      |         |   |        |   |          |   |  |   |          |  



Provision for
Loan and Lease Losses and Analysis of Allowance for Loan and Lease Losses



Lending involves a risk that our loans and leases may not be repaid in full and a credit loss will result. Credit losses occur in varying amounts according to, among other factors, the type of loans being made, the
credit-worthiness of the borrowers over the term of the loans, the quality of the collateral for the loan, if any, as well as general economic conditions. We maintain a reserve account for credit losses called the allowance for loan and lease
losses, and charge all probable credit losses against this account in accordance with regulatory guidance, industry standards, and generally accepted accounting principles. We charge a provision for loan and lease losses to earnings to maintain our
allowance for loan and lease losses at a level that we consider to represent our best estimate of the losses known and inherent in the portfolio that are both probable and reasonable to estimate, based on, among other factors, prior loss experience,
volume and type of lending conducted, industry standards, economic conditions (particularly as such conditions relate to AmericasBanks market area), regulatory guidance, the financial condition of the borrower, historical payment performance
and the collateral securing the loans and leases. Recoveries on loans previously charged off are added back to the allowance.



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##### Table of Contents

The provision for loan and lease losses was $20,000 for the year ended December 31, 2004, compared to
$75,000 for the year ended December 31, 2003, a decrease of $55,000. The decrease was primarily the result of a change in our risk assessment of the portfolio and a reduction in the amount of credit losses charged against the allowance in the
respective periods. We had net recoveries of $20,050 in 2004 compared to net charge offs of $52,692 in 2003.



We have developed a methodology for evaluating the adequacy of the allowance for loan and lease losses that distinguishes between credits evaluated as a
group by either loan or risk rating category and those evaluated individually. We have predetermined allowance percentages based on credit types and for each risk rating category. All loans and leases are assigned a risk rating when they are made.
This risk rating is reassessed by management periodically using the various evaluation factors mentioned above. Loans and leases that exhibit an acceptable level of risk per our internal risk grading system are grouped by category and assigned a
standard reserve percentage when assessing the adequacy of the allowance for loan and lease losses. Loans and leases that are adversely risk-rated, or exhibit characteristics that suggest we have a heightened risk of collection, are evaluated
separately from non-adversely risk rated credits. Each adversely risk rated credit is assigned a standard reserve based on its risk rating or a special reserve based on an assessment of the specific risk factors related to that credit, which may be
greater or lesser than the standard reserve for that risk rating.



The predetermined percentages that we use are based on managements judgment as to appropriate reserve percentages for various categories of loans, and adjusting those values based on the following: historical losses in each category,
historical and current delinquency in each category, underwriting standards in each category, comparison of our losses and delinquencies to peer group performance and an assessment of the likely impact of economic and other external conditions on
the performance of each category.



A test of the adequacy of
the allowance for loan and lease losses is performed and reported to the Board of Directors on a monthly basis by our senior lending officer. Our senior lending officer will recommend an increase or decrease in the provision and the board will
approve or disapprove the recommendation based on a discussion of the risk factors. We believe that we use the most reliable information available to us to make a determination with respect to the allowance for loan and lease losses, recognizing
that the determination is inherently subjective and that future adjustments may be necessary depending upon, among other factors, a change in economic conditions of specific borrowers or generally in the economy, and new information that becomes
available to us. However, there are no assurances that the allowance for loan and lease losses will be sufficient to absorb losses on nonperforming assets, or that the allowance will be sufficient to cover losses on nonperforming assets in the
future.



The allowance for loan and lease losses represented
0.99% and 1.75% of total loans at December 31, 2004 and December 31, 2003, respectively. AmericasBank has no exposure to foreign countries or foreign borrowers. Management believes that the current allowance for loan and lease losses is adequate.



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##### Table of Contents

The following table represents an analysis of the allowance for loan and lease losses for the periods
indicated:



Allowance for Loan and Lease Losses



|                                                                                     |  |                         |         |   |      |   |         |  
|------------------------------------------------------------------------------------ |  | ----------------------- | ------- | - | ---- | - | ------- | -
|                                                                                     |  | Year Ended December 31, |        
|                                                                                     |  | 2004                    |         |   | 2003 |  
|Balance, beginning of period                                                         |  | $                       | 275,077 |   |      | $ | 252,769 |  
|                                                                                     |  |                        
|Provision for loan and lease losses                                                  |  |                         | 20,000  |   |      |   | 75,000  |  
|                                                                                     |  |                        
|Chargeoffs:                                                                          |  |                         |         |   |      |   |         |  
|Residential real estate                                                              |  |                         |        |   |      |   |        |  
|Construction and land development                                                    |  |                         |        |   |      |   |        |  
|Commercial, including real estate                                                    |  |                         |        |   |      |   | 54,040  |  
|Commercial finance leases                                                            |  |                         |        |   |      |   |        |  
|Home equity                                                                          |  |                         |        |   |      |   |        |  
|Installment                                                                          |  |                         | 357     |   |      |   |        |  
|                                                                                     |  |                         |         |   |      |   |         |  
|Total chargeoffs                                                                     |  |                         | 357     |   |      |   | 54,040  |  
|Recoveries:                                                                          |  |                         |         |   |      |   |         |  
|Residential real estate                                                              |  |                         |        |   |      |   |        |  
|Construction and land development                                                    |  |                         |        |   |      |   |        |  
|Commercial, including real estate                                                    |  |                         | 20,407  |   |      |   | 1,348   |  
|Commercial finance leases                                                            |  |                         |        |   |      |   |        |  
|Home equity                                                                          |  |                         |        |   |      |   |        |  
|Installment                                                                          |  |                         |        |   |      |   |        |  
|                                                                                     |  |                         |         |   |      |   |         |  
|Total recoveries                                                                     |  |                         | 20,407  |   |      |   | 1,348   |  
|                                                                                     |  |                         |         |   |      |   |         |  
|Net chargeoffs                                                                       |  |                         | (20,050 | ) |      |   | 52,692  |  
|                                                                                     |  |                         |         |   |      |   |         |  
|Balance, end of period                                                               |  | $                       | 315,127 |   |      | $ | 275,077 |  
|                                                                                     |  |                         |         |   |      |   |         |  
|Allowance for loan losses to total loans                                             |  |                         | 0.99    | % |      |   | 1.75    | %
|Ratio of net-chargeoffs during the period to average loans outstanding during period |  |                         | 0.00    | % |      |   | 0.34    | %



37



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##### Table of Contents

The following table provides a breakdown of the allowance for loan and lease losses as of December 31,
2004 and 2003.



Allocation of Allowance for Loan and Lease
Losses



|                                  |  |              |         |                           |        |   |        |   |                           |  |        |  
|--------------------------------- |  | ------------ | ------- | ------------------------- | ------ | - | ------ | - | ------------------------- |  | ------ | -
|                                  |  | December 31, |        
|                                  |  | 2004         |         |                           | 2003   |  
|                                  |  | Amount       |         | % of Loansin EachCategory |        |   | Amount |   | % of Loansin EachCategory | 
|Residential real estate           |  | $            | 79,492  |                           | 49.67  | % |        | $ | 42,379                    |  | 20.44  | %
|Construction and land development |  |              | 45,640  |                           | 12.54  | % |        |   | 3,676                     |  | 4.68   | %
|Commercial, including real estate |  |              | 73,476  |                           | 17.94  | % |        |   | 51,204                    |  | 36.07  | %
|Commercial finance leases         |  |              | 92,345  |                           | 11.84  | % |        |   | 136,702                   |  | 31.14  | %
|Home equity                       |  |              | 22,923  |                           | 6.85   | % |        |   | 23,809                    |  | 5.87   | %
|Installment                       |  |              | 920     |                           | 1.16   | % |        |   | 6,697                     |  | 1.80   | %
|Unallocated                       |  |              | 331     |                           | 0.00   | % |        |   | 10,610                    |  | 0.00   | %
|                                  |  |              |         |                           |        |   |        |   |                           |  |        |  
|Total                             |  | $            | 315,127 |                           | 100.00 | % |        | $ | 275,077                   |  | 100.00 | %
|                                  |  |              |         |                           |        |   |        |   |                           |  |        |  



Noninterest
Revenue



Noninterest revenue consisted primarily of
mortgage banking gains and fees from the sale of mortgage loans and service charges on deposit accounts, which includes debit card fees and ATM fees. Noninterest revenues amounted to $210,517 for the year ended December 31, 2004, a decrease of
$94,108 from the 2003 level of $304,625. In general, the decrease resulted from a decline in mortgage banking gains and fees of $109,755 during 2004. During much of 2004 we operated with only one mortgage loan origination officer compared to 2003.
During the last quarter of 2002, we established and staffed a mortgage division to originate and sell loans to pre-established investors. The momentum from our mortgage business and associated earnings were substantially reduced after May 2003 when
the division manager and several of his loan originators and staff severed employment from us in favor of another opportunity.



Our business strategy includes the rebuilding of our mortgage business. While fee income declined in 2004 as we rebuild this business, ultimately we
expect noninterest revenue to increase. We have an ATM at each of our two branch locations.



Noninterest Expenses



Noninterest expenses in the year ended December 31, 2004 amounted to $2,340,725 compared to the 2003 level of $1,961,024, an increase of $379,701. Salaries were $1,070,295 for 2004, an increase of $224,199 over the $846,096 level in 2003.
In July and August of 2003, we replaced our president and chief executive officer, our senior loan officer, and added a chief financial officer, thereby increasing salary expense in the second half of 2003 which carried into 2004. The aggregate
annual salary of our three new executives is $325,000 compared to the aggregate annual salary of $165,000 of those replaced. Additionally, we hired experienced operating managers for our bank and mortgage operations, and expanded our mortgage
operations staff to support our growth strategy in the mortgage business. Other operating expenses for 2004 were $774,333, or $25,629 higher than the 2003 level of $748,704. The increase was the result of higher expenses for data processing,
marketing, regulatory compliance, loan expenses and ATM and credit card processing as we positioned the company to expand our product offerings and operated as a public company in 2004. These increases were partially offset by a decline in
professional services and correspondent bank charges. Other operating expenses in 2004 also included approximately $29,000 in expense to record repurchased mortgage loans.



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##### Table of Contents

Income Taxes



We have not incurred any income tax liability since our inception. At December 31, 2004 and 2003, we had net tax operating
loss carryforwards of approximately $5,225,558 and $4,058,011 available to offset future taxable income. The carryforwards at December 31, 2004 will expire beginning in 2017.



Net Loss



Our net loss was $1,294,978 or $(0.41) per basic and diluted common share for 2004, an increase of $176,217 or 15.8% compared to our net loss of
$1,118,761 or $(1.84) per basic and diluted common share during 2003. Our net loss increased as a result of our efforts to reposition AmericasBank and establish sound operating systems and controls upon which we could implement our growth plan. As a
result, our noninterest expenses increased by $379,701 primarily in salary expense from a full year of salaries for our new executives, and from several strategic hires during the year to strengthen bank and mortgage operations. This increase was
partially offset by an increase of $148,484 in gross revenue (net interest income and noninterest income) and a $55,000 decline in the provision for loan and lease losses.



Analysis of Financial Condition



Investment Securities



AmericasBanks portfolio has consisted primarily of U.S. government agency securities, mortgage-backed securities and certain equity securities. The
portfolio provides a source of liquidity and a means of diversifying AmericasBanks earning assets. While we generally intend to hold the investment portfolio assets until maturity, we classify all of the portfolio as available for sale. We
account for securities so classified at fair value and report the unrealized appreciation and depreciation as a separate component of stockholders equity. In the past, we held securities classified as held to maturity, which we accounted for
at amortized cost. AmericasBank invests in securities for the yield they produce and not to profit from trading the securities. There are no trading securities in the portfolio.



The investment portfolio at December 31, 2004 amounted to $348,182, a decrease of $18,384 or 5.0%, from $366,566 at December
31, 2003. All securities at December 31, 2004 and December 31, 2003 were classified as available for sale. The decrease in the investment portfolio occurred primarily due to accelerated pay backs of our mortgage backed securities due to the low
interest rate environment and the refinancing of mortgages in these mortgage pools. In general, the funds received from the pay backs of the mortgaged backed securities were invested in federal funds and not reinvested into investment securities due
to managements decision to retain liquid assets pending their use to fund loan growth. The carrying value of available for sale securities includes a net unrealized gain of $17,760 at December 31, 2004 compared to a net unrealized gain of
$17,706 as of December 31, 2003.



The following table sets
forth a summary of the investment securities portfolio as of the periods indicated. Available for sale securities are reported at estimated fair value. There were no held to maturity securities in our portfolio as of December 31, 2004 or 2003.



39



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##### Table of Contents

Investment Securities



|                                    |  |              |         |      |   |        
|----------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                    |  | December 31,
|                                    |  | 2004         |         | 2003
|Available For Sale Securities       |  |              |         |      |   |        
|Preferred Trust                     |  | $            | 317,760 |      | $ | 317,760
|Mortgage backed                     |  |              | 422     |      |   | 18,806 
|Equity                              |  |              | 30,000  |      |   | 30,000 
|                                    |  |              |         |      |   |        
|Total Available for Sale Securities |  | $            | 348,182 |      | $ | 366,566
|                                    |  |              |         |      |   |        



The preferred trust
investment security in the table above is a redeemable security issued by Provident Trust II, a subsidiary of Provident Bankshares Corporation. The amortized cost is $300,000 and fair value is $317,760 at December 31, 2004. On February 28, 2005,
notice was issued that the security will be redeemed at par on March 31, 2005. We plan to invest the proceeds from this security in federal funds pending their use to fund loan growth. We did not have tax exempt obligations for any of the periods
shown.



The following table shows the maturities for the
securities portfolio at December 31, 2004.



|                                              |  |                    |         |            |   |                      |  |       |  
|--------------------------------------------- |  | ------------------ | ------- | ---------- | - | -------------------- |  | ----- | -
|                                              |  | Available for Sale |        
|                                              |  | AmortizedCost      |         | Fair Value |   | WeightedAverageYield | 
|Maturing                                      |  |                    |         |            |   |                      |  |       |  
|Over one to five years                        |  | $                  | 300,000 |            | $ | 317,760              |  | 10.00 | %
|Mortgaged backed, due in monthly installments |  |                    | 422     |            |   | 422                  |  | 0.00  | %
|Equity security                               |  |                    | 30,000  |            |   | 30,000               |  | 4.60  | %
|                                              |  |                    |         |            |   |                      |  |       |  
|                                              |  | $                  | 330,422 |            | $ | 348,182              |  | 9.36  | %
|                                              |  |                    |         |            |   |                      |  |       |  



Going forward and
consistent with our business strategy, management intends to favor loan growth over building the investment securities portfolio.



Loan Portfolio



The loan portfolio, net of allowance, unearned fees and origination costs increased $15,820,314 or 102.6% to $31,245,162 at December 31, 2004 from
$15,424,848 at December 31, 2003. Residential real estate loans increased by $12,530,646 (390.0%), construction and land development loans increased by $3,240,569 (440.8%), commercial loans including commercial real estate loans increased by $19,093
(0.3%), commercial finance leases decreased by $1,142,000, (23.3%), home equity loans increased by $1,249,475 (135.5%) and installment loans increased by $86,004 (30.4%) from their respective balances at December 31, 2003.



In the fourth quarter of 2004, the loan portfolio, net of allowance, unearned
fees and origination costs increased $7,947,092 from $23,298,070 at September 30, 2004 to the year end balance of $31,245,162 at December 31, 2004. The increase in loans in the fourth quarter of 2004 represented 51.2% of the total increase in loans
for the entire year. The substantial increase in loans during the last quarter of 2004, and the entire year, is the result of implementing our business plan to expand our network and sources for potential commercial and residential real estate
loans. In addition, the additional capital raised through the rights and public offerings in March 2004 has given us the capacity to make larger loans to a single borrower thereby improving the efficiency of our lending effort.



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Loans secured by real estate comprise the majority of the loan portfolio. AmericasBanks loan
customers are generally located in the greater Baltimore metropolitan area.



The following table summarizes the composition of the loan portfolio by dollar amount and percentages:



|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  
|-------------------------------------------- |  | --------------------------- | ---------- | - | - | ------ | - | ---- | - | ---------- | - |  | ------ | -
|                                             |  | Loan Portfolio December 31, |           
|                                             |  | 2004                        |            |   | % |        |   | 2003 |   |            | % | 
|Residential real estate                      |  | $                           | 15,743,998 |   |   | 49.67  | % |      | $ | 3,213,352  |   |  | 20.44  | %
|Construction and land development            |  |                             | 3,975,815  |   |   | 12.54  | % |      |   | 735,246    |   |  | 4.68   | %
|Commercial, including real estate            |  |                             | 5,688,317  |   |   | 17.94  | % |      |   | 5,669,224  |   |  | 36.07  | %
|Commercial finance leases                    |  |                             | 3,751,607  |   |   | 11.84  | % |      |   | 4,893,607  |   |  | 31.14  | %
|Home equity                                  |  |                             | 2,171,661  |   |   | 6.85   | % |      |   | 922,186    |   |  | 5.87   | %
|Installment                                  |  |                             | 369,151    |   |   | 1.16   | % |      |   | 283,147    |   |  | 1.80   | %
|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  
|                                             |  |                             | 31,700,549 |   |   | 100.00 | % |      |   | 15,716,762 |   |  | 100.00 | %
|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  
|Allowance for loan and lease losses          |  |                             | (315,127   | ) |   |        |   |      |   | (275,077   | ) |  |        |  
|Deferred loan origination fees, net of costs |  |                             | (140,260   | ) |   |        |   |      |   | (16,837    | ) |  |        |  
|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  
|                                             |  | $                           | 31,245,162 |   |   |        |   |      | $ | 15,458,522 |   |  |        |  
|                                             |  |                             |            |   |   |        |   |      |   |            |   |  |        |  



The following table
presents the maturities or repricing periods of our loan portfolio at December 31, 2004



|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           
|--------------------------------- |  | ----------------------------------------------- | --------- | --------- | - | ------------- |  | ----- | ---------- |  | - | ----------
|                                  |  | Loan Maturity Distribution at December 31, 2004
|                                  |  | 1 year or less                                  |           | 1-5 years |   | After 5 years |  | Total
|Residential real estate           |  | $                                               | 2,058,525 |           | $ | 1,729,393     |  | $     | 11,956,080 |  | $ | 15,743,998
|Construction and land development |  |                                                 | 1,713,482 |           |   | 1,307,761     |  |       | 954,572    |  |   | 3,975,815 
|Commercial, including real estate |  |                                                 | 803,517   |           |   | 1,030,777     |  |       | 3,854,023  |  |   | 5,688,317 
|Commercial finance leases         |  |                                                 | 293,054   |           |   | 3,458,553     |  |       |           |  |   | 3,751,607 
|Home equity                       |  |                                                 |          |           |   | 207,146       |  |       | 1,964,515  |  |   | 2,171,661 
|Installment                       |  |                                                 | 161,041   |           |   | 131,902       |  |       | 76,208     |  |   | 369,151   
|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           
|Total loans                       |  | $                                               | 5,029,619 |           | $ | 7,865,532     |  | $     | 18,805,398 |  | $ | 31,700,549
|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           
|Fixed rate                        |  | $                                               | 3,030,620 |           | $ | 6,761,799     |  | $     | 3,103,919  |  | $ | 12,896,338
|Variable rate                     |  |                                                 | 1,998,999 |           |   | 1,103,733     |  |       | 15,701,479 |  |   | 18,804,211
|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           
|Total loans                       |  | $                                               | 5,029,619 |           | $ | 7,865,532     |  | $     | 18,805,398 |  | $ | 31,700,549
|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           



Asset Quality



We perform monthly reviews of all delinquent loans and leases
and relationship officers are charged with working with customers to resolve potential credit issues in a timely manner. We generally classify loans and leases as nonaccrual when collection of full principal and interest under the original terms of
the credit is not expected or payment of principal or interest has become 90 days past due. Classifying a credit as nonaccrual results in us no longer accruing interest on such loan or lease and reversing any interest previously accrued but not
collected. We will generally restore a nonaccrual loan or lease to accrual status when delinquent principal and interest payments are brought current and we expect to collect future monthly principal and interest payments in a timely manner and in
accordance with the original repayment schedule. Generally, we credit all interest payments received on nonaccruing credits to the principal balance of the loan or lease to reduce our credit exposure. If we have collateral that mitigates our credit
exposure, we may recognize interest as income when received.



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As of December 31, 2004 and December 31, 2003, the balances of our nonaccrual loans were $54,126 and
$35,000, respectively. As of December 31, 2004 and December 31, 2003, the balances of accruing loans and leases past due more than 90 days were $121,616 and $0, respectively. The unrecorded interest was $6,521 for 2004, and $1,925 for 2003. The
balance of $121,616 at the end of 2004 represented one loan that was part of the group of mortgage loans that we repurchased and was secured by a first lien deed of trust. This loan was paid in March 2005.



We apply the provisions of Statement of Financial Accounting Standards No.
114 (SFAS No. 114), Accounting by Creditors for Impairment of a Loan, as amended by Statement of Financial Accounting Standards No. 118 (SFAS No. 118), Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosure. SFAS No. 114 and SFAS No. 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 loan and lease losses. We write off impaired loans when collection of the loan
is doubtful. New management generally classifies nonaccrual loans and leases as impaired. As of December 31, 2004 and December 31, 2003, no credit had been identified as impaired other than the nonaccrual loans and leases described above.



We classify any property acquired as a result of foreclosure
on a mortgage loan as foreclosed real estate and record it at the lower of the unpaid principal balance or fair value at the date of acquisition and subsequently carry the property at the lower of cost or net realizable value. We charge any required
write-down of the loan to its net realizable value against the allowance for loan and lease losses at the time of foreclosure. We charge to expense any subsequent adjustments to net realizable value. Upon foreclosure, we generally 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, 2004, and December 31, 2003, we had $0 and $42,166 recorded as foreclosed
real estate, respectively.



Deposits



We seek deposits within our market area by paying competitive interest rates
and offering high quality customer service. In conjunction with our growth strategy, we have offered premium rate certificates of deposit to support loan growth. At December 31, 2004, our total deposits had grown to $34,570,293, amounting to a
$9,161,455 or 36.1% increase over the December 31, 2003 level of $25,408,838.



We began using a web-based service to offer our certificates of deposit as an interim strategy to support our loan growth. The interest rate offered on these certificates of deposit is higher than what we would
typically pay within our market. We view this strategy as a cost effective and efficient process to raise deposits for specific terms. The use of higher cost certificates of deposit is integral to the business plan to bring AmericasBank to
profitability. The longer term funding strategy is to replace these higher cost deposits with lower cost and less volatile core deposits from small businesses and professional firms. The successful implementation of this stage of the strategy is
highly dependent on our ability to establish confidence and deliver superior services to this group of targeted customers.



During 2004, we issued $8,316,044 in certificates of deposit through the web-based service at an average cost of approximately 3.49%. Deposits from this
source represented 25.7% of our interest bearing deposits as of December 31, 2004.



The plan developed by our management team depends on increasing retail deposits, principally certificates of deposit, to fund our growth in the short term. This strategy is not ideal as retail certificates of deposit
are typically the highest cost of funds for a bank and can be highly volatile. Our long-term strategy is to build core deposits. Retail core deposits include demand and interest bearing checking accounts, savings accounts and money market accounts
and are excellent sources of low cost funds. Commercial deposits are another source of low cost core deposits and will be the principal focus of our initiatives to improve our core deposit base.



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The following table sets forth the composition of our deposits as of December 31, 2004 and December 31,
2003:



|                                                |  |      |            |      |   |           
|----------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                |  | 2004 |            | 2003
|Noninterest-bearing                             |  | $    | 2,226,222  |      | $ | 1,739,859 
|                                                |  |      |            |      |   |           
|Interest-bearing:                               |  |      |            |      |   |           
|NOW accounts                                    |  |      | 273,931    |      |   | 178,889   
|Advances from borrowers for insurance and taxes |  |      | 53,110     |      |   | 25,675    
|Money market                                    |  |      | 1,289,164  |      |   | 708,438   
|Savings                                         |  |      | 5,716,711  |      |   | 6,011,613 
|Certificates of deposit, $100,000 or more       |  |      | 5,017,339  |      |   | 2,744,247 
|Other certificates of deposit                   |  |      | 19,993,816 |      |   | 14,000,117
|                                                |  |      |            |      |   |           
|                                                |  |      | 32,344,071 |      |   | 23,668,979
|                                                |  |      |            |      |   |           
|Total deposits                                  |  | $    | 34,570,293 |      | $ | 25,408,838
|                                                |  |      |            |      |   |           



The following is a summary of the
maturity distribution of certificates of deposit as of December 31, 2004.



|                                  |  |                                                                 |         |                               |   |                                |  |                   |           |       |   |            |  |   |           
|--------------------------------- |  | --------------------------------------------------------------- | ------- | ----------------------------- | - | ------------------------------ |  | ----------------- | --------- | ----- | - | ---------- |  | - | ----------
|                                  |  | Certificates of Deposit Maturity Distribution December 31, 2004
|                                  |  | ThreeMonths or Less                                             |         | Over ThreeMonths toSix Months |   | Over SixMonths toTwelve Months |  | Over TwelveMonths |           | Total
|Certificates of deposit:          |  |                                                                 |         |                               |   |                                |  |                   |           |       |   |            |  |   |           
|Less than $100,000                |  | $                                                               | 706,473 |                               | $ | 701,373                        |  | $                 | 4,329,917 |       | $ | 14,256,053 |  | $ | 19,993,816
|Greater than or equal to $100,000 |  |                                                                 |        |                               |   | 162,531                        |  |                   | 1,051,311 |       |   | 3,803,497  |  |   | 5,017,339 
|                                  |  |                                                                 |         |                               |   |                                |  |                   |           |       |   |            |  |   |           
|Total                             |  | $                                                               | 706,473 |                               | $ | 863,904                        |  | $                 | 5,381,228 |       | $ | 18,059,550 |  | $ | 25,011,155
|                                  |  |                                                                 |         |                               |   |                                |  |                   |           |       |   |            |  |   |           



Due to our current
financial condition, we were advised by our regulators that, without regulatory approval, we should limit the use of brokered deposits to $3,200,000. We do not believe that this regulatory restriction will adversely impact our ability to grow
deposits as we believe we can offer competitively priced certificates of deposit, including certificates of deposit with premium rates, which would not be considered brokered deposits by our regulators. However, paying premium rates on certificates
of deposit will likely increase our interest expense and negatively impact our net interest margin.



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The following table is a summary of the maturities of the outstanding brokered deposits and their
weighted average interest rate as of December 31, 2004:



|                                 |  |                   |           |   |                |   |         |                     |  |   |         |   |  |   |           |  
|-------------------------------- |  | ----------------- | --------- | - | -------------- | - | ------- | ------------------- |  | - | ------- | - |  | - | --------- | -
|                                 |  | December 31, 2004 |          
|                                 |  | One Year or Less  |           |   | One - TwoYears |   |         | Three Yearsand Over |  |   | Total   |  
|Brokered certificates of deposit |  | $                 | 1,307,554 |   |                | $ | 200,000 |                     |  | $ | 274,737 |   |  | $ | 1,782,291 |  
|Weighted average interest rate   |  |                   | 5.79      | % |                |   | 4.03    | %                   |  |   | 4.18    | % |  |   | 5.35      | %



Borrowings



On July 12, 2002, the Federal Home Loan Bank of Atlanta
rescinded our line of credit because of our financial condition. During 2004, we initiated discussions with the Federal Home Loan Bank of Atlanta to re-establish our line of credit. The line was not re-established due to our continuing operating
losses. When we achieve breakeven profitability, we hope to be successful in reinstating our line of credit with the Federal Home Loan Bank, but there can be no assurance that we will be successful in our efforts.



Interest Rate Sensitivity Analysis and Interest Rate Risk Management



A principal objective of our asset/liability management policy is to
minimize the sensitivity of our earnings to and the economic value of our equity to changes in interest rates by an ongoing review of the maturity and re-pricing of interest-earning assets and interest-bearing liabilities, anticipated loan
production and pre-payments, deposit flows and trends and other aspects of our operations that are affected by market interest rates. Our management has primary responsibility for asset and liability management and our board of directors oversees
this process.



Asset/liability management policies and
procedures are established by the board of directors to assess and monitor interest rate sensitivity in order to reduce vulnerability to interest rate fluctuations while maintaining adequate capital levels and acceptable levels of liquidity.
Periodic financial reports supply us with information to evaluate and manage rate sensitivity and adherence to policy. Our goal is to manage assets and liabilities in a manner that stabilizes net interest income and net economic value within a broad
range of interest rate environments. Adjustments to the mix of assets and liabilities are made periodically in an effort to achieve dependable, steady growth in net interest income regardless of the behavior of interest rates in general.



During 2004, we purchased new software to aid us in asset-liability
management. The new system provides expanded reporting and has the capacity to facilitate our budgeting and forecasting. We also revised our policies and controls for managing interest rate risk and liquidity.



As part of the interest rate risk sensitivity analysis, we examine the extent
to which our assets and liabilities are interest rate sensitive and monitor the interest rate sensitivity gap. An interest rate sensitive asset or liability is one that, within a defined time period, either matures or experiences an interest rate
change in line with general market rates. The interest rate sensitivity gap is the difference between interest-earning assets and interest-bearing liabilities scheduled to mature or re-price within a defined time period. A gap is considered positive
when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the interest rate sensitive assets. During a
period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income. During a period of declining interest rates, a negative gap would
tend to result in an increase in net interest income, while a positive gap would tend to adversely affect net interest income. If re-pricing of assets and liabilities were equally flexible and moved concurrently, the impact of any increase or
decrease in interest rates on net interest income would be minimal.



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We currently have a positive gap over the short term, which suggests that the net yield on
interest earning assets may increase during periods of rising interest rates. However, a simple interest rate gap analysis by itself may not be an accurate indicator of how net interest income will be affected by changes in interest
rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a
significant impact on net interest income. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of
assets and liabilities fluctuate in advance of changes in general market interest rates, while interest rates on other types may lag behind changes in general market rates. In the event of a change in interest rate, prepayment and early withdrawal
levels also could deviate significantly from those assumed in calculating the interest-rate gap. The ability of many borrowers to service their debts also may decrease in the event of an interest rate increase.



The table below presents our interest rate sensitivity at December 31, 2004.
Because certain categories of securities and loans are prepaid before their maturity date even without regard to interest rate fluctuations, we have made certain assumptions to calculate the expected maturity of securities and loans.



|                                      |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|------------------------------------- |  | ----------------------------------------------- | ---------- | - | ------------- | - | ---------- | ----------- |  | - | ------------ | - |  | ----- | --------- | - |  | - | ----------
|                                      |  | Interest Sensitivity Analysis December 31, 2004
|                                      |  | Maturing or Repricing                          
|                                      |  | Within 3 Months                                 |            |   | 4 - 12 Months |   |            | 1 - 5 Years |  |   | Over 5 Years |   |  | Total
|Interest Earning Assets:              |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|Investment securities                 |  | $                                               | 348,182    |   |               | $ |           |             |  | $ |             |   |  | $     |          |   |  | $ | 348,182   
|Loans                                 |  |                                                 | 6,525,715  |   |               |   | 4,550,099  |             |  |   | 17,146,343   |   |  |       | 3,478,392 |   |  |   | 31,700,549
|Loans held for sale                   |  |                                                 | 1,617,048  |   |               |   |           |             |  |   |             |   |  |       |          |   |  |   | 1,617,048 
|Federal Home Loan Bank deposit        |  |                                                 | 651,347    |   |               |   |           |             |  |   |             |   |  |       |          |   |  |   | 651,347   
|Federal funds sold                    |  |                                                 | 3,705,240  |   |               |   |           |             |  |   |             |   |  |       |          |   |  |   | 3,705,240 
|                                      |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|Total interest earning assets         |  |                                                 | 12,847,532 |   |               |   | 4,550,099  |             |  |   | 17,146,343   |   |  |       | 3,478,392 |   |  |   | 38,022,366
|                                      |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|Interest Bearing Liabilities:         |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|Interest-bearing transaction deposits |  |                                                 | 1,616,205  |   |               |   |           |             |  |   |             |   |  |       |          |   |  |   | 1,616,205 
|Savings accounts                      |  |                                                 | 5,716,711  |   |               |   |           |             |  |   |             |   |  |       |          |   |  |   | 5,716,711 
|Time deposits                         |  |                                                 | 706,473    |   |               |   | 6,245,132  |             |  |   | 18,059,550   |   |  |       |          |   |  |   | 25,011,155
|                                      |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|Total interest-bearing deposits       |  |                                                 | 8,039,389  |   |               |   | 6,245,132  |             |  |   | 18,059,550   |   |  |       |          |   |  |   | 32,344,071
|                                      |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|Period Gap                            |  | $                                               | 4,808,143  |   |               | $ | (1,695,033 | )           |  | $ | (913,207     | ) |  | $     | 3,478,392 |   |  | $ | 5,678,295 
|                                      |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|Cumulative Gap                        |  | $                                               | 4,808,143  |   |               | $ | 3,113,110  |             |  | $ | 2,199,903    |   |  | $     | 5,678,295 |   |  |   |           
|                                      |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           
|Cumulative Gap / Total Assets         |  |                                                 | 11.98      | % |               |   | 7.76       | %           |  |   | 5.48         | % |  |       | 14.15     | % |  |   |           
|                                      |  |                                                 |            |   |               |   |            |             |  |   |              |   |  |       |           |   |  |   |           



Liquidity



Our overall asset/liability strategy takes into account our
need to maintain adequate liquidity to fund asset growth and deposit runoff. We monitor our federal funds sold position on a daily basis in that this is our primary source of liquidity. We can also sell or pledge investment securities to create
additional liquidity, albeit our total investment portfolio at December 31, 2004 was only $348,182. From time to time we sell or participate out loans to create additional liquidity as required. Additional liquidity is also available from our loans
held for sale, which amounted to $1,617,048 at December 31, 2004. We have no other sources of liquidity, such as lines of credit or



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correspondent relationships with other financial institutions. We are limited in our ability to sell brokered
certificates of deposit. The Federal Reserve of Richmond has limited our use of brokered certificates of deposit to $3,200,000. At December 31, 2004 we had $1,782,291 of brokered certificates of deposit outstanding.



Our immediate sources of liquidity are cash and due from banks and short term
investments. As of December 31, 2004 we had $866,960 in cash and due from banks, and $4,356,587 in federal funds sold and deposits at the Federal Home Loan Bank. We have been successful is selling certificates of deposit through an Internet based
service. During 2004, we issued $8,316,044 in certificates of deposit through the web-based service at an average cost of approximately 3.49%. Deposits from this source represented 25.7% of our interest bearing deposits as of December 31, 2004.



We have sufficient liquidity to meet our loan commitments as
well as fluctuations in deposits. We usually retain maturing certificates of deposit as we offer competitive rates on certificates of deposit. We are not aware of any demands, trends, commitments, or events that would result in our inability to meet
anticipated or unexpected liquidity needs.



The capital raised
from the offerings in the first quarter of 2004, in addition to being a source of liquidity, has afforded us more flexibility to leverage AmericasBank through growth of deposits thereby providing liquidity to fund loan commitments.



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Capital



Our stockholders equity amounted to $5,395,804 at December 31, 2004.



The following table shows our regulatory capital ratios and the minimum capital ratios currently required by our banking
regulator to be well capitalized and adequately capitalized. We are considered well capitalized. For a discussion of these capital requirements, see Supervision and Regulation - Capital Adequacy
Guidelines and - Prompt Corrective Action.



|                                    |  |                                          |        |   |      |   |        |   |  |  |  |  |  | 
|----------------------------------- |  | ---------------------------------------- | ------ | - | ---- | - | ------ | - |  |  |  |  |  | 
|                                    |  | Risk Based Capital Analysis December 31, |        |   |      |   |        |   | 
|                                    |  | 2004                                     |        |   | 2003 |   |        |   |  |  |  | 
|(dollars in thousands)              |  |                                          |        |   |      |   |        |   |  |  |  | 
|Tier 1 Capital:                     |  |                                          |        |   |      |   |        |   |  |  |  |  |  | 
|Common stock                        |  | $                                        | 38     |   |      | $ | 8      |   |  |  |  |  |  | 
|Capital surplus                     |  |                                          | 11,134 |   |      |   | 6,006  |   |  |  |  |  |  | 
|Retained earnings                   |  |                                          | (5,794 | ) |      |   | (4,499 | ) |  |  |  |  |  | 
|Less: disallowed assets             |  |                                          | (295   | ) |      |   | (30    | ) |  |  |  |  |  | 
|                                    |  |                                          |        |   |      |   |        |   |  |  |  |  |  | 
|Total Tier 1 Capital                |  |                                          | 5,083  |   |      |   | 1,485  |   |  |  |  |  |  | 
|                                    |  |                                          |        |   |     
|Tier 2 Capital:                     |  |                                          |        |   |      |   |        |   |  |  |  |  |  | 
|Allowance for loan and lease losses |  |                                          | 315    |   |      |   | 222    |   |  |  |  |  |  | 
|                                    |  |                                          |        |   |      |   |        |   |  |  |  |  |  | 
|Total Risk Based Capital            |  | $                                        | 5,398  |   |      | $ | 1,707  |   |  |  |  |  |  | 
|                                    |  |                                          |        |   |      |   |        |   |  |  |  |  |  | 
|Risk weighted assets                |  | $                                        | 27,075 |   |      | $ | 17,774 |   |  |  |  |  |  | 
|                                    |  |                                          |        |   |      |   |        |   |  |  |  |  |  | 



|                                |  |       |   |  |  |  |      |   |  |                          |   |  |                       |  
|------------------------------- |  | ----- | - |  |  |  | ---- | - |  | ------------------------ | - |  | --------------------- | -
|                                |  |       |   |  |  |  |      |   |  | Regulatory Minimum to be |  
|                                |  |       |   |  |  |  |      |   |  | WellCapitalized          |   |  | AdequatelyCapitalized |  
|Capital Ratios:                 |  |       |   |  |  |  |      |   |  |                          |   |  |                       |  
|Total risk based capital ratio  |  | 19.94 | % |  |  |  | 9.61 | % |  | 10.00                    | % |  | 8.00                  | %
|Tier 1 risk based capital ratio |  | 18.77 | % |  |  |  | 8.36 | % |  | 6.00                     | % |  | 4.00                  | %
|Leverage ratio                  |  | 13.19 | % |  |  |  | 5.40 | % |  | 5.00                     | % |  | 4.00                  | %



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Return on Average Assets and Average Equity



The ratio of net income to average equity and average assets and certain other ratios are as follows:



|                                                     |  |                                                        |            |    |      |   |            |   
|---------------------------------------------------- |  | ------------------------------------------------------ | ---------- | -- | ---- | - | ---------- | --
|                                                     |  | Return on Average Assetsand Average EquityDecember 31, |           
|                                                     |  | 2004                                                   |            |    | 2003 |  
|Average total assets                                 |  | $                                                      | 32,029,134 |    |      | $ | 27,458,492 |   
|                                                     |  |                                                        |            |    |      |   |            |   
|Average equity                                       |  | $                                                      | 4,697,006  |    |      | $ | 2,029,665  |   
|                                                     |  |                                                        |            |    |      |   |            |   
|Net loss                                             |  | $                                                      | (1,294,978 | )  |      | $ | (1,118,761 | ) 
|                                                     |  |                                                        |            |    |      |   |            |   
|Cash dividends declared                              |  | $                                                      |           |    |      | $ |           |   
|                                                     |  |                                                        |            |    |      |   |            |   
|Return on average assets                             |  |                                                        | (4.04      | )% |      |   | (4.07      | )%
|                                                     |  |                                                        |            |    |      |   |            |   
|Return on average equity                             |  |                                                        | (27.57     | )% |      |   | (55.12     | )%
|                                                     |  |                                                        |            |    |      |   |            |   
|Average stockholders equity to average total assets |  |                                                        | 14.66      | %  |      |   | 7.39       | % 
|                                                     |  |                                                        |            |    |      |   |            |   



Off-Balance Sheet Arrangements



AmericasBank is a party to financial instruments with
off-balance sheet risk in the normal course of business. These financial instruments primarily include loan commitments, lines of credit, including home-equity lines and commercial lines, and letters of credit. AmericasBank uses these financial
instruments to meet the financing needs of its customers. These financial instruments involve, to varying degrees, elements of credit, interest rate, and liquidity risk. These do not represent unusual risks and management does not anticipate any
accounting losses which would have a material effect on AmericasBank.



Outstanding loan commitments and lines and letters of credit at December 31, 2004 are as follows:



|                       |  |   |          
|---------------------- |  | - | ---------
|Loan commitments       |  | $ | 1,326,321
|Unused lines of credit |  |   | 1,700,049
|Letters of credit      |  |   | 89,768   



Loan commitments are
agreements to lend to a customer as long as there is no violation of any condition established in the contract. AmericasBank generally requires collateral to support financial instruments with credit risk on the same basis as it does for on-balance
sheet instruments. The collateral is based on managements credit evaluation of the counter party. Loan commitments generally have interest rates at current market amounts, fixed expiration dates or other termination clauses and may require
payment of a fee. Unused lines of credit represent the amount of credit available to the customer so long as there is no violation of any contractual condition. These lines generally have variable interest rates. Since many of the commitments are
expected to expire without being drawn upon, and since it is unlikely that customers will draw upon their lines of credit in full at any time, the total commitment amount or line of credit amount does not necessarily represent future cash
requirements. We are not aware of any loss we would incur by funding our commitments or lines of credit.



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Letters of credit are conditional commitments issued to guarantee the performance of a customer to a
third party. AmericasBanks exposure to credit loss in the event of nonperformance by the customer is the contract amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in
extending loan facilities to customers.



In general, loan
commitments, credit lines and letters of credit are made on the same terms, including with respect to collateral, as outstanding loans. Each customers credit-worthiness and the collateral required is evaluated on a case-by-case basis.



Application of Critical Accounting Policies



Our financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America and follow general practices within the industry in which we operate. Application of these principles requires management to make estimates, assumptions, and judgments that affect the
amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial
statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could
be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial
statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in
more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.



The most significant accounting policies followed by
AmericasBank are presented in Note 1 to the consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets
and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those
amounts, management has identified the determination of the allowance for loan and lease losses as the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes
available.



The allowance for loan and lease losses represents
managements best estimate of losses known and inherent in the loan and lease portfolio that are both probable and reasonable to estimate, based on, among other factors, prior loss experience, volume and type of lending conducted, industry
standards, economic conditions (particularly as such conditions relate to AmericasBanks market area), regulatory guidance, the financial condition of the borrower, historical payment performance and the collateral securing the loans and
leases. Determining the amount of the allowance for loan and lease losses is considered a critical accounting estimate because it requires significant estimates, assumptions and judgment. The loan and lease portfolio also represents the largest
asset type on the balance sheets.



We have developed a
methodology for evaluating the adequacy of the allowance for loan and lease losses that distinguishes between credits evaluated as a group by either loan or risk rating category and those evaluated individually. We have predetermined allowance
percentages based on credit types and for each risk rating category. All loans and leases are assigned a risk rating when they are made. This risk rating is reassessed by management periodically using the various evaluation factors mentioned above.
Loans and leases that exhibit an acceptable level of risk per our internal risk grading system are grouped by category and assigned a standard reserve percentage when assessing the adequacy of the allowance for loan and lease losses. Loans and
leases that are adversely risk-rated, or exhibit characteristics that suggest we have a heightened risk of collection, are evaluated separately from



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non-adversely risk rated credits. Each adversely risk rated credit is assigned a standard reserve based on its risk
rating or a special reserve based on an assessment of the specific risk factors related to that credit, which may be greater or lesser than the standard reserve for that risk rating.



Management has significant discretion in making the judgments inherent in the determination of the provision and allowance
for loan and lease losses, including in connection with the valuation of collateral and the financial condition of the borrower, and in establishing allowance percentages and risk ratings. The establishment of allowance factors is a continuing
exercise and allowance factors may change over time, resulting in an increase or decrease in the amount of the provision or allowance based upon the same volume and classification of loans.



Changes in allowance factors or in managements interpretation of those
factors will have a direct impact on the amount of the provision, and a corresponding effect on income and assets. Also, errors in managements perception and assessment of the allowance factors could result in the allowance not being adequate
to cover losses in the portfolio, and may result in additional provisions or charge-offs, which would adversely affect income and capital. For additional information regarding the allowance for loan and lease losses, see the Provision for Loan
and Lease Losses and Analysis of Allowance for Loan and Lease Losses section of this financial review.



The Financial Accounting Standards Board encourages use of a fair value based method of accounting for stock options. However, AmericasBank Corp. has
elected to use the intrinsic value method to account for stock-based employee compensation plans in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees for 2004. Under this method, compensation
cost is recognized for awards of shares of common stock to employees only if the quoted market price of the stock at any measurement date is greater than the amount the employee must pay to acquire the stock. As permitted, AmericasBank Corp. has
elected to adopt the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation. Had AmericasBank Corp. used a fair value based method of accounting for stock options, it would have recorded approximately $238,357 in
compensation expense for the year ended December 31, 2004. During 2005, AmericasBank Corp. intends to recognize expense for stock-based compensation using the fair value method of accounting described in SFAS No. 123, Accounting for Stock
Based Compensation.



AmericasBank Corp. has recorded
a 100% valuation allowance against the net deferred tax asset since it is more likely than not, that it will not be realized. At December 31, 2004 and 2003, AmericasBank Corp. has net operating loss carryforwards of approximately $5,225,558 and
$4,058,011 available to offset future taxable income. The current carryforwards will expire beginning in 2017.



Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as
purchases. SFAS No. 142, Goodwill and Other Intangible Assets, requires that goodwill no longer be amortized over an estimated useful life, but rather be tested at least annually for impairment. Impairment is the condition that exists
when the carrying amount of goodwill exceeds its implied fair value. The implied fair value of goodwill is the amount determined by deducting the estimated fair value of all tangible and identifiable intangible net assets of the reporting unit to
which goodwill has been allocated from the estimated fair value of the reporting unit. If the recorded value of goodwill exceeds its implied value, an impairment charge is recorded for the excess. Goodwill of $266,985 was recorded when we acquired
certain assets and assumed certain liabilities of uvm Mortgage Marketing in October 2004. The goodwill will be tested at least annually for impairment



Recent Accounting Pronouncements



Accounting pronouncements that have been approved by the Financial Accounting Standards Board that have not become effective as of December 31, 2004
follow. These pronouncements are not expected to have any impact on the financial statements of AmericasBank Corp. other than the revised FSAB Statement 123.



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##### Table of Contents

FASB Statement No. 151, Inventory Costs  an Amendment of ARB No. 43, Chapter 4, is a result
of a broader effort by the FASB working with the International Accounting Standards Board to improve comparability of cross-border financial reporting.



FASB Statement No. 152, Accounting for Real Estate Time-Sharing Transactions, amends FASB Statement No. 66 Accounting for Sales of Real
Estate to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position 04-2, Accounting for Real Estate Time Sharing Transactions. This Statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real
estate time-sharing transactions.



FASB Statement No. 153,
Exchanges of Nonmonetary Assets an Amendment of APB Opinion No. 29, eliminates the exception to fair value for exchanges of similar productive assets that was provided in APB Opinion No. 29.



FASB Statement No. 123, Accounting for Stock-Based Compensation(Revised 2004)Share Based Payment, establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. The Statement eliminates the alternative to use the Accounting
Principles Board Opinion 25s intrinsic value method of accounting that was provided in Statement 123 as originally issued. Under Opinion 25, issuing stock options to employees generally resulted in recognition of no compensation costs. This
Statement requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. In addition, this Statement amends FASB Statement No. 95, Statement
of Cash Flowsto require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. This Statement is effective as of the first interim or annual reporting period that begins after December 15,
2005.



AICPA Statement of Position No. 03-3, Accounting for
Certain Loans or Debt Securities Acquired in a Transfer,prohibits the carrying over of valuation allowances in loans and securities acquired in a transfer. At transfer, the assets are to be recorded at the total cash flows expected to be
collected. The SOP is effective for loans acquired in fiscal years beginning after December 15, 2004.



The accounting policies adopted by management are consistent with accounting principles generally accepted in the United States of America and are
consistent with those followed by peer Banks.



Impact of Inflation and
Changing Prices and Seasonality



The financial statements
and related data 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 changes in
the relative purchasing power of money over time due to inflation.



Unlike industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institutions performance than the
effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, and may frequently reflect government policy initiatives or economic factors not
measured by price index. As discussed above, AmericasBank strives to manage its interest sensitive assets and liabilities in order to offset the effects of rate changes and inflation.



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Item 7. Financial Statements



The following consolidated financial statements are filed with this report:



Report of Independent Registered Public Accounting Firm



Consolidated Balance Sheets  December 31, 2004 and 2003



Consolidated Statements of Operations  For the years ended December 31, 2004 and 2003



Consolidated Statements of Changes in Stockholders Equity  For
the years ended December 31, 2004 and 2003



Consolidated
Statements of Cash Flows  For the year ended December 31, 2004 and 2003



Notes to Consolidated Financial Statements



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AmericasBank Corp. and Subsidiary



Consolidated Financial Statements



December 31, 2004



---

##### Table of Contents

AmericasBank Corp. and Subsidiary



Table
of Contents



|                                                           |  |       
|---------------------------------------------------------- |  | ------
|                                                           |  | Page  
|                                                           | 
|Report of independent registered public accounting firm    |  | 1     
|                                                           | 
|Consolidated financial statements                          |  |       
|                                                           | 
|Consolidated balance sheets                                |  | 2     
|                                                           | 
|Consolidated statements of operations                      |  | 3     
|                                                           | 
|Consolidated statements of changes in stockholders equity |  | 4     
|                                                           | 
|Consolidated statements of cash flows                      |  | 5 - 6 
|                                                           | 
|Notes to consolidated financial statements                 |  | 7 - 25



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Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders

AmericasBank Corp. and Subsidiary

Towson, Maryland



We have
audited the accompanying consolidated balance sheets of AmericasBank Corp. and Subsidiary as of December 31, 2004 and 2003, and the related statements of operations, changes in stockholders equity, and cash flows for each of the years then
ended. 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 standards of the Public Company Accounting Oversight Board in the United States
of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal
control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Companys internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AmericasBank Corp. and Subsidiary as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years then ended in conformity with accounting principles
generally accepted in the United States of America.



/s/    Rowles & Company, LLP



Baltimore,
Maryland

February 9, 2005



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AmericasBank Corp. and Subsidiary



Consolidated Balance Sheets



|                                                                                                                          |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|December 31,                                                                                                              |  | 2004 |            |   | 2003 |  
|Assets                                                                                                                    |  |      |            |   |      |   |            |  
|                                                                                                                          |  |     
|Cash and due from banks                                                                                                   |  | $    | 866,960    |   |      | $ | 552,269    |  
|Federal funds sold and Federal Home Loan Bank deposit                                                                     |  |      | 4,356,587  |   |      |   | 8,186,477  |  
|Securities available for sale                                                                                             |  |      | 348,182    |   |      |   | 366,566    |  
|Federal Home Loan Bank and Federal Reserve Bank stock at cost                                                             |  |      | 132,550    |   |      |   | 158,850    |  
|Loans held for sale                                                                                                       |  |      | 1,617,048  |   |      |   | 1,229,041  |  
|Loans and leases, less allowance of $315,127 and $275,077                                                                 |  |      | 31,245,162 |   |      |   | 15,424,848 |  
|Foreclosed real estate                                                                                                    |  |      |           |   |      |   | 42,166     |  
|Premises and equipment                                                                                                    |  |      | 963,560    |   |      |   | 868,722    |  
|Accrued interest receivable                                                                                               |  |      | 140,898    |   |      |   | 70,745     |  
|Goodwill and other intangibles                                                                                            |  |      | 295,207    |   |      |   | 29,722     |  
|Other assets                                                                                                              |  |      | 165,945    |   |      |   | 135,621    |  
|                                                                                                                          |  |      |            |   |      |   |            |  
|                                                                                                                          |  | $    | 40,132,099 |   |      | $ | 27,065,027 |  
|                                                                                                                          |  |      |            |   |      |   |            |  
|Liabilities and Stockholders Equity                                                                                      |  |      |            |   |      |   |            |  
|                                                                                                                          |  |     
|Deposits                                                                                                                  |  |      |            |   |      |   |            |  
|Noninterest-bearing                                                                                                       |  | $    | 2,226,222  |   |      | $ | 1,739,859  |  
|Interest-bearing                                                                                                          |  |      | 32,344,071 |   |      |   | 23,668,979 |  
|                                                                                                                          |  |      |            |   |      |   |            |  
|Total deposits                                                                                                            |  |      | 34,570,293 |   |      |   | 25,408,838 |  
|Other liabilities                                                                                                         |  |      | 166,002    |   |      |   | 123,552    |  
|                                                                                                                          |  |      |            |   |      |   |            |  
|                                                                                                                          |  |      | 34,736,295 |   |      |   | 25,532,390 |  
|                                                                                                                          |  |      |            |   |      |   |            |  
|Stockholders equity                                                                                                      |  |      |            |   |      |   |            |  
|Common stock, par value $.01 per share; 10,000,000 shares authorized, issued and outstanding 3,766,810 and 791,060
shares |  |      | 37,668     |   |      |   | 7,911      |  
|Additional paid-in capital                                                                                                |  |      | 11,134,030 |   |      |   | 6,005,696  |  
|Accumulated deficit                                                                                                       |  |      | (5,793,654 | ) |      |   | (4,498,676 | )
|Accumulated other comprehensive income                                                                                    |  |      | 17,760     |   |      |   | 17,706     |  
|                                                                                                                          |  |      |            |   |      |   |            |  
|                                                                                                                          |  |      | 5,395,804  |   |      |   | 1,532,637  |  
|                                                                                                                          |  |      |            |   |      |   |            |  
|                                                                                                                          |  | $    | 40,132,099 |   |      | $ | 27,065,027 |  
|                                                                                                                          |  |      |            |   |      |   |            |  



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



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AmericasBank Corp. and Subsidiary



Consolidated Statements of Operations



|                                                              |  |      |            |   |      |   |            |  
|------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|Years Ended December 31,                                      |  | 2004 |            |   | 2003 |  
|Interest revenue                                              |  |      |            |   |      |   |            |  
|Loans and leases, including fees                              |  | $    | 1,477,125  |   |      | $ | 1,240,252  |  
|Federal funds sold and Federal Home Loan Bank deposit         |  |      | 119,093    |   |      |   | 80,363     |  
|Preferred trust securities                                    |  |      | 30,000     |   |      |   | 30,000     |  
|Mortgage-backed securities                                    |  |      | 155        |   |      |   | 3,479      |  
|Other                                                         |  |      | 8,384      |   |      |   | 9,079      |  
|                                                              |  |      |            |   |      |   |            |  
|Total interest revenue                                        |  |      | 1,634,757  |   |      |   | 1,363,173  |  
|                                                              |  |      |            |   |      |   |            |  
|Interest expense                                              |  |      |            |   |      |   |            |  
|Deposits                                                      |  |      | 779,527    |   |      |   | 750,535    |  
|                                                              |  |      |            |   |      |   |            |  
|Net interest income                                           |  |      | 855,230    |   |      |   | 612,638    |  
|                                                              |  |     
|Provision for loan and lease losses                           |  |      | 20,000     |   |      |   | 75,000     |  
|                                                              |  |      |            |   |      |   |            |  
|Net interest income after provision for loan and lease losses |  |      | 835,230    |   |      |   | 537,638    |  
|                                                              |  |      |            |   |      |   |            |  
|Noninterest revenue                                           |  |      |            |   |      |   |            |  
|Service charges on deposit accounts and other fees            |  |      | 58,707     |   |      |   | 43,060     |  
|Mortgage banking gains and fees                               |  |      | 151,810    |   |      |   | 261,565    |  
|                                                              |  |      |            |   |      |   |            |  
|Total noninterest revenue                                     |  |      | 210,517    |   |      |   | 304,625    |  
|                                                              |  |      |            |   |      |   |            |  
|Noninterest expenses                                          |  |      |            |   |      |   |            |  
|Salaries                                                      |  |      | 1,070,295  |   |      |   | 846,096    |  
|Employee benefits                                             |  |      | 251,049    |   |      |   | 155,540    |  
|Occupancy                                                     |  |      | 143,344    |   |      |   | 130,756    |  
|Furniture and equipment                                       |  |      | 101,704    |   |      |   | 79,928     |  
|Other                                                         |  |      | 774,333    |   |      |   | 748,704    |  
|                                                              |  |      |            |   |      |   |            |  
|Total noninterest expenses                                    |  |      | 2,340,725  |   |      |   | 1,961,024  |  
|                                                              |  |      |            |   |      |   |            |  
|Loss before income taxes                                      |  |      | (1,294,978 | ) |      |   | (1,118,761 | )
|                                                              |  |     
|Income taxes                                                  |  |      |           |   |      |   |           |  
|                                                              |  |      |            |   |      |   |            |  
|Net loss                                                      |  | $    | (1,294,978 | ) |      | $ | (1,118,761 | )
|                                                              |  |      |            |   |      |   |            |  
|Loss per common share - basic and diluted                     |  | $    | (0.41      | ) |      | $ | (1.84      | )



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



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AmericasBank Corp. and Subsidiary



Consolidated Statements of Changes in Stockholders Equity



|                                                                 |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  |   |            |  
|---------------------------------------------------------------- |  | ------------ |  | -------------------------- | ------ | ------------------- | - | ---------- | -------------------------------------- | - | ---------- | -------------------- |  | - | ------ | - |  | - | ---------- | -
|                                                                 |  | Common stock |  | Additional paid-in capital |        | Accumulated deficit |   |            | Accumulated other comprehensive income |   |            | Comprehensive income | 
|                                                                 |  | Shares       |  | Par value                  |        |                     |   |           
|Balance, December 31, 2002                                       |  | 591,000      |  | $                          | 5,910  |                     | $ | 5,411,548  |                                        | $ | (3,379,915 | )                    |  | $ | 20,798 |   |  |   |            |  
|                                                                 |  |              |  |                            |        |                    
|Net loss                                                         |  |             |  |                            |       |                     |   |           |                                        |   | (1,118,761 | )                    |  |   |       |   |  | $ | (1,118,761 | )
|                                                                 |  |              |  |                            |        |                    
|Unrealized loss on investment securities available for sale, net |  |             |  |                            |       |                     |   |           |                                        |   |           |                      |  |   | (3,092 | ) |  |   | (3,092     | )
|                                                                 |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  |   |            |  
|Comprehensive income                                             |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  | $ | (1,121,853 | )
|                                                                 |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  |   |            |  
|Common stock issued, net                                         |  | 200,060      |  |                            | 2,001  |                     |   | 594,148    |                                        |   |           |                      |  |   |       |   |  |   |            |  
|                                                                 |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  |   |            |  
|Balance, December 31, 2003                                       |  | 791,060      |  |                            | 7,911  |                     |   | 6,005,696  |                                        |   | (4,498,676 | )                    |  |   | 17,706 |   |  |   |            |  
|                                                                 |  |              |  |                            |        |                    
|Net loss                                                         |  |             |  |                            |       |                     |   |           |                                        |   | (1,294,978 | )                    |  |   |       |   |  | $ | (1,294,978 | )
|                                                                 |  |              |  |                            |        |                    
|Unrealized gain on investment securities available for sale, net |  |             |  |                            |       |                     |   |           |                                        |   |           |                      |  |   | 54     |   |  |   | 54         |  
|                                                                 |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  |   |            |  
|Comprehensive income                                             |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  | $ | (1,294,924 | )
|                                                                 |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  |   |            |  
|Restricted common stock issued, net                              |  | 100,000      |  |                            | 1,000  |                     |   | 128,500    |                                        |   |           |                      |  |   |       |   |  |   |            |  
|                                                                 |  |              |  |                            |        |                    
|Common stock issued, net                                         |  | 2,875,750    |  |                            | 28,757 |                     |   | 4,999,834  |                                        |   |           |                      |  |   |       |   |  |   |            |  
|                                                                 |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  |   |            |  
|Balance, December 31, 2004                                       |  | 3,766,810    |  | $                          | 37,668 |                     | $ | 11,134,030 |                                        | $ | (5,793,654 | )                    |  | $ | 17,760 |   |  |   |            |  
|                                                                 |  |              |  |                            |        |                     |   |            |                                        |   |            |                      |  |   |        |   |  |   |            |  



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



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AmericasBank Corp. and Subsidiary



Consolidated Statements of Cash Flows



|                                                                            |  |      |             |   |      |   |             |  
|--------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | -
|Years Ended December 31,                                                    |  | 2004 |             |   | 2003 |  
|Cash flows from operating activities                                        |  |      |             |   |      |   |             |  
|Interest received                                                           |  | $    | 1,691,667   |   |      | $ | 1,361,648   |  
|Fees and commissions received                                               |  |      | 54,703      |   |      |   | 61,416      |  
|Interest paid                                                               |  |      | (767,999    | ) |      |   | (747,113    | )
|Proceeds from sales of loans held for sale                                  |  |      | 27,487,511  |   |      |   | 29,469,637  |  
|Originations of loans held for sale                                         |  |      | (27,723,708 | ) |      |   | (26,682,126 | )
|Cash paid to suppliers and employees                                        |  |      | (2,156,546  | ) |      |   | (1,848,297  | )
|                                                                            |  |      |             |   |      |   |             |  
|                                                                            |  |      | (1,414,372  | ) |      |   | 1,615,165   |  
|                                                                            |  |      |             |   |      |   |             |  
|Cash flows from investing activities                                        |  |      |             |   |      |   |             |  
|Proceeds from maturity and call of investment securities available for sale |  |      | 18,298      |   |      |   | 220,528     |  
|Redemption of Federal Home Loan Bank stock                                  |  |      | 26,300      |   |      |   |            |  
|Redemption of Federal Reserve Bank stock                                    |  |      |            |   |      |   | 30,400      |  
|Acquisition of mortgage company                                             |  |      | (145,000    | ) |      |   |            |  
|Loans and leases made, net of principal collected                           |  |      | (15,944,520 | ) |      |   | (2,379,279  | )
|Proceeds from sale of foreclosed real estate                                |  |      | 23,453      |   |      |   |            |  
|Purchase of premises and equipment                                          |  |      | (269,404    | ) |      |   | (331,879    | )
|                                                                            |  |      |             |   |      |   |             |  
|                                                                            |  |      | (16,290,873 | ) |      |   | (2,460,230  | )
|                                                                            |  |      |             |   |      |   |             |  
|Cash flows from financing activities                                        |  |      |             |   |      |   |             |  
|Net increase in time deposits                                               |  |      | 8,266,791   |   |      |   | 6,170,087   |  
|Net increase (decrease) in other deposits                                   |  |      | 894,664     |   |      |   | (1,040,917  | )
|Proceeds from issuance of common stock                                      |  |      | 5,028,591   |   |      |   | 596,149     |  
|                                                                            |  |      |             |   |      |   |             |  
|                                                                            |  |      | 14,190,046  |   |      |   | 5,725,319   |  
|                                                                            |  |      |             |   |      |   |             |  
|Net increase (decrease) in cash and cash equivalents                        |  |      | (3,515,199  | ) |      |   | 4,880,254   |  
|                                                                            |  |     
|Cash and cash equivalents at beginning of year                              |  |      | 8,738,746   |   |      |   | 3,858,492   |  
|                                                                            |  |      |             |   |      |   |             |  
|Cash and cash equivalents at end of year                                    |  | $    | 5,223,547   |   |      | $ | 8,738,746   |  
|                                                                            |  |      |             |   |      |   |             |  



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



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AmericasBank Corp. and Subsidiary



Consolidated Statements of Cash Flows

(Continued)



|                                                                               |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|Years Ended December 31,                                                       |  | 2004 |            |   | 2003 |  
|Reconciliation of net loss to net cash provided by operating activities        |  |      |            |   |      |   |            |  
|Net loss                                                                       |  | $    | (1,294,978 | ) |      | $ | (1,118,761 | )
|                                                                               |  |     
|Adjustments to reconcile net loss to net cash provided by operating activities |  |      |            |   |      |   |            |  
|Depreciation and amortization                                                  |  |      | 146,987    |   |      |   | 114,709    |  
|Loss on disposal of premises and equipment                                     |  |      |           |   |      |   | 18,356     |  
|Provision for loan and lease losses                                            |  |      | 20,000     |   |      |   | 75,000     |  
|Amortization of security premiums                                              |  |      | 140        |   |      |   | 2,027      |  
|Gain on sale of foreclosed real estate                                         |  |      | (4,004     | ) |      |   |           |  
|Amortization of loan premium and other intangible assets                       |  |      | 3,499      |   |      |   | 3,334      |  
|Increase (decrease) in                                                         |  |      |            |   |      |   |            |  
|Deferred loan fees and costs, net                                              |  |      | 123,423    |   |      |   | (6,314     | )
|Accrued interest payable                                                       |  |      | 11,528     |   |      |   | 3,422      |  
|Other liabilities                                                              |  |      | 30,922     |   |      |   | 53,695     |  
|Decrease (increase) in                                                         |  |      |            |   |      |   |            |  
|Loans held for sale                                                            |  |      | (388,007   | ) |      |   | 2,525,946  |  
|Accrued interest receivable                                                    |  |      | (70,153    | ) |      |   | (572       | )
|Other assets                                                                   |  |      | 6,271      |   |      |   | (55,677    | )
|                                                                               |  |      |            |   |      |   |            |  
|                                                                               |  | $    | (1,414,372 | ) |      | $ | 1,615,165  |  
|                                                                               |  |      |            |   |      |   |            |  
|Noncash investing activity                                                     |  |      |            |   |      |   |            |  
|Transfer of loans to foreclosed real estate                                    |  | $    |           |   |      | $ | 42,166     |  
|                                                                               |  |      |            |   |      |   |            |  



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



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AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements



|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------



The accounting and reporting policies reflected in the financial statements conform to generally accepted accounting principles and to
general practices within the banking industry. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of commitments and contingent liabilities at the date of the financial statements
and revenues and expenses during the year. Actual results could differ from those estimates.



Principles of consolidation



The consolidated financial statements include the accounts of AmericasBank Corp. (the Company) and its subsidiary AmericasBank (the Bank). Intercompany balances and transactions have been eliminated.



Business



The Bank provides credit and deposit services to individuals
and businesses located in Baltimore County, Baltimore City and surrounding areas of central Maryland.



Reclassifications



Certain reclassifications have been made to the 2003 financial statements to conform with the current year presentation.



Cash and cash equivalents



For purposes of reporting cash flows, cash and cash
equivalents include cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods.



Investment securities



As securities are purchased, management determines if the securities should be classified as held to maturity or available for sale.
Securities which management has the intent and ability to hold to maturity are recorded at amortized cost which is cost adjusted for amortization of premiums and accretion of discounts to maturity. Securities held to meet liquidity needs or which
may be sold before maturity are classified as available for sale and carried at fair value with unrealized gains and losses included in stockholders equity on an after-tax basis. Premiums are amortized and discounts are accreted using the
interest method.



Gains and losses on disposal
are determined using the specific-identification method.



Federal Reserve Bank and Federal Home Loan Bank Stock



Federal Reserve Bank and Federal Home Loan Bank stock are carried at cost, which approximates fair value.



Loans held for sale



Loans held for sale are carried at the lower of aggregate cost or market value. Market value is determined based on outstanding investor
commitments or, in the absence of such commitments, based on current investor yield requirements. Gains and losses on loan sales are determined using the specific-identification method.



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AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements

(Continued)



|1. | Summary of Significant Accounting Policies (Continued)
|-- | ------------------------------------------------------



Loans and leases



Loans and leases are stated at face value, plus deferred origination costs, less deferred origination fees and the allowance for loan and
lease losses.



Interest on loans is accrued
based on the principal amounts outstanding. Origination fees and costs are amortized to income over the terms of the loans using an approximate interest method. The accrual of interest is discontinued when any portion of the principal or interest is
ninety days past due and collateral is insufficient to discharge the debt in full.



Loans are considered impaired when, based on current information, management considers it unlikely that the collection of principal and
interest payments will be made according to contractual terms. Generally,loans are not reviewed for impairment until the accrual of interest has been discontinued. If collection of principal is evaluated as doubtful, all payments are applied
to principal.



The allowance for loan and
lease losses represents an amount which, in managements judgment, will be adequate to absorb probable losses on existing loans and other extensions of credit that may become uncollectible. Managements judgment in determining the adequacy
of the allowance is based on evaluations of the collectibility of loans. Management performs an ongoing review of its portfolio, maintaining a watch list of problem loans. These problem loans are graded and assigned risk-based factors for potential
loan losses. The remaining loans are assigned risk-based factors, based on loan type, without a detailed review of the individual credits. Actual loan performance may differ from managements estimates.



Foreclosed real estate



Real estate acquired through foreclosure is recorded at the
lower of cost or fair market value on the date acquired. In general, cost equals the Banks investment in the property at the time of foreclosure. Losses incurred at the time of acquisition of the property are charged to the allowance for loan
and lease losses. Subsequent reductions in the estimated value of the property are included in other operating expenses.



Premises and equipment



Premises and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method.



Goodwill and Other Intangible Assets



Goodwill represents the cost in excess of the fair value
of net assets acquired (including identifiable intangibles) in transactions accounted for as purchases. SFAS No. 142, Goodwill and Other Intangible Assets, requires that goodwill no longer be amortized over an estimated useful life, but
rather be tested at least annually for impairment. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The implied fair value of goodwill is the amount determined by deducting the estimated
fair value of all tangible and identifiable intangible net assets of the reporting unit to which goodwill has been allocated from the estimated fair value of the reporting unit. If the recorded value of goodwill exceeds its implied value, an
impairment charge is recorded for the excess. Intangible assets other than goodwill, which are determined to have finite lives, continue to be amortized on straight-line or accelerated bases over periods ranging from one to fifteen years.



Computer software is recorded at cost and
amortized over three to five years using the straight-line method.



Loan premiums are amortized over fifteen years.



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AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements

(Continued)



|1. | Summary of Significant Accounting Policies (Continued)
|-- | ------------------------------------------------------



Advertising costs



The Bank expenses advertising costs as they are incurred.



Stock-based compensation



The Company uses the intrinsic value method to account for stock-based employee compensation plans in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Under this method, compensation cost is recognized for awards of shares of common stock to employees only if the quoted market price of the
stock at any measurement date is greater than the amount the employee must pay to acquire the stock. As permitted, the Company has elected to adopt the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation.The
following table summarizes the pro forma effect on net loss and loss per share of common stock using an optional fair value-based method, rather than the intrinsic value-based method, to account for stock-based compensation awarded in 2004:



|                                                                                         |  |      |            |  
|---------------------------------------------------------------------------------------- |  | ---- | ---------- | -
|                                                                                         |  | 2004 |           
|Net loss as reported                                                                     |  | $    | (1,294,978 | )
|Total stock-based employee compensation expense determined under fair value-based method |  |      | (238,357   | )
|                                                                                         |  |      |            |  
|Pro forma net loss                                                                       |  | $    | (1,533,335 | )
|                                                                                         |  |      |            |  
|Net loss per share - basic and diluted                                                   |  |      |            |  
|As reported                                                                              |  | $    | (0.41      | )
|Pro forma                                                                                |  | $    | (0.49      | )



The
weighted average fair value of options granted in 2004 was $0.65 per share. The value was estimated using the Black-Scholes option pricing model and the following weighted average assumptions:



|                        |  |          |  
|----------------------- |  | -------- | -
|Expected volatility     |  | 27.44    | %
|Risk-free interest rate |  | 4.00     | %
|Dividend yield          |  | 0.00     | %
|Expected lives          |  | 10 years |  



Income taxes



The provision for income taxes
includes taxes payable for the current year and deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in
effect for the year in which the differences are expected to reverse.



Comprehensive income



Comprehensive income includes net income and the unrealized gain or loss net of related income taxes on investment securities available for sale.



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AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements

(Continued)



|1. | Summary of Significant Accounting Policies (Continued)
|-- | ------------------------------------------------------



Loss per share



Loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period.
There were 3,140,330 and 607,443 weighted average common shares outstanding during 2004 and 2003.



Diluted earnings per share is determined by adjusting average shares of common stock outstanding by the potentially dilutive effects of
stock options and warrants outstanding. The dilutive effects of stock options are computed using the treasury stock method. In loss periods, the potentially dilutive effect of stock options and warrants are excluded since the effect would be
anti-dilutive.



|2. | Acquisition
|-- | -----------



On October 5, 2004, AmericasBank completed the acquisition of certain assets and assumed certain liabilities of uvm Mortgage Marketing,
Inc. of Towson, Maryland. The principal and sole shareholder of uvm Mortgage Marketing Inc. agreed to a five-year employment agreement and became the manager of the Towson mortgage production office.



The purchase price of $274,500 consisted of cash and 100,000
restricted shares of AmericasBank Corp. common stock that vest over two years. In determining the purchase price, a discount was applied to the value of the restricted shares after taking into account operating losses of the Company, the volume of
stock sales in the market, the trading market of the stock, and any resale agreement provisions included in the terms of the acquisition. Furniture, equipment, trade name, and customer lists acquired as part of the purchase were recorded at fair
value and are being amortized over their useful lives ranging from three to five years. Goodwill in the amount of $266,985 was recorded and will be tested at least annually for impairment. The Goodwill will be amortized over 15 years for income tax
purposes.



The Bank assumed the remaining term
of a three year lease for 1,179 square feet of office space located in Towson, Maryland. The lease payments were determined to be at market and rent will be expensed monthly for the 34 months remaining on the lease.



The consolidated financial statements include the results of
operations of uvm Mortgage Marketing, Inc since the date of purchase.



The following schedule summarizes investing activities related to the acquisition included in the consolidated statements of cash flows for the year ended December 31, 2004:



|                                                                       |  |      |          |  
|---------------------------------------------------------------------- |  | ---- | -------- | -
|                                                                       |  | 2004 |         
|Fair value of tangible and intangible assets acquired                  |  | $    | 7,515    |  
|Goodwill acquired                                                      |  |      | 266,985  |  
|Estimated fair value of restricted stock issued as part of acquisition |  |      | (129,500 | )
|                                                                       |  |      |          |  
|Cash paid for acquisition                                              |  | $    | 145,000  |  
|                                                                       |  |      |          |  



Operating results of uvm Mortgage Marketing, Inc, prior to the purchase date, are not readily determinable.



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AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements

(Continued)



|3. | Cash and Equivalents
|-- | --------------------



The Bank normally carries balances with other banks that exceed the federally insured limit. The average balances carried in excess of the
limit were$344,866 for 2004 and $718,900 for 2003. The Bank also sells federal funds on an unsecured basis to the same banks. Average balances sold were $8,218,600 for 2004 and $6,773,988 for 2003. Banks are required to carry
noninterest-bearing cash reserves at specified percentages of deposit balances. The Banks normal amount of cash on hand and on deposit with other banks is sufficient to satisfy the reserve requirements.



|4. | Investment Securities
|-- | ---------------------



Investment securities are summarized as follows:



|                   |  |                |         |                  |   |                   |  |            |    |  |   |        
|------------------ |  | -------------- | ------- | ---------------- | - | ----------------- |  | ---------- | -- |  | - | -------
|December 31, 2004  |  | Amortized cost |         | Unrealized gains |   | Unrealized losses |  | Fair value
|Available for sale |  |                |         |                  |   |                   |  |            |    |  |   |        
|Preferred trust    |  | $              | 300,000 |                  | $ | 17,760            |  | $          |   |  | $ | 317,760
|Mortgage-backed    |  |                | 422     |                  |   |                  |  |            |   |  |   | 422    
|Equity             |  |                | 30,000  |                  |   |                  |  |            |   |  |   | 30,000 
|                   |  |                |         |                  |   |                   |  |            |    |  |   |        
|                   |  | $              | 330,422 |                  | $ | 17,760            |  | $          |   |  | $ | 348,182
|                   |  |                |         |                  |   |                   |  |            |    |  |   |        
|                   |  |                |         |                 
|December 31, 2003  |  |                |         |                  |   |                   |  |           
|Available for sale |  |                |         |                  |   |                   |  |            |    |  |   |        
|Preferred trust    |  | $              | 300,000 |                  | $ | 17,760            |  | $          |   |  | $ | 317,760
|Mortgage-backed    |  |                | 18,860  |                  |   |                  |  |            | 54 |  |   | 18,806 
|Equity             |  |                | 30,000  |                  |   |                  |  |            |   |  |   | 30,000 
|                   |  |                |         |                  |   |                   |  |            |    |  |   |        
|                   |  | $              | 348,860 |                  | $ | 17,760            |  | $          | 54 |  | $ | 366,566
|                   |  |                |         |                  |   |                   |  |            |    |  |   |        



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AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements

(Continued)



|4. | Investment Securities (Continued)
|-- | ---------------------------------



Contractual maturities at December 31, 2004 and 2003 are shown below. Actual maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. All investment securities held by the Company at December 31, 2004 and 2003 were classified as available for sale.



|                                             |  |                    |         |            |   |        
|-------------------------------------------- |  | ------------------ | ------- | ---------- | - | -------
|                                             |  | Available for sale
|December 31, 2004                            |  | Amortized cost     |         | Fair value
|Maturing                                     |  |                    |         |            |   |        
|Over one to five years                       |  | $                  | 300,000 |            | $ | 317,760
|Mortgage-backed, due in monthly installments |  |                    | 422     |            |   | 422    
|Equity security                              |  |                    | 30,000  |            |   | 30,000 
|                                             |  |                    |         |            |   |        
|                                             |  | $                  | 330,422 |            | $ | 348,182
|                                             |  |                    |         |            |   |        
|                                             |  |                   
|December 31, 2003                            |  |                    |         |           
|Maturing                                     |  |                    |         |            |   |        
|Over one to five years                       |  | $                  | 300,000 |            | $ | 317,760
|Mortgage-backed, due in monthly installments |  |                    | 18,860  |            |   | 18,806 
|Equity security                              |  |                    | 30,000  |            |   | 30,000 
|                                             |  |                    |         |            |   |        
|                                             |  | $                  | 348,860 |            | $ | 366,566
|                                             |  |                    |         |            |   |        



No
investment securities were sold prior to maturity in 2004 or 2003.



There were no pledged investment securities at December 31, 2004 or 2003.



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AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements

(Continued)



|5. | Loans
|-- | -----



Major classifications of loans are as follows:



|                                            |  |      |            |   |      |   |            |  
|------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                            |  | 2004 |            |   | 2003 |  
|Residential real estate                     |  | $    | 15,743,998 |   |      | $ | 3,213,352  |  
|Construction and land development           |  |      | 3,975,815  |   |      |   | 735,246    |  
|Commercial, including real estate           |  |      | 5,688,317  |   |      |   | 5,669,224  |  
|Commercial finance leases                   |  |      | 3,751,607  |   |      |   | 4,893,607  |  
|Home equity                                 |  |      | 2,171,661  |   |      |   | 922,186    |  
|Installment                                 |  |      | 369,151    |   |      |   | 283,147    |  
|                                            |  |      |            |   |      |   |            |  
|                                            |  |      | 31,700,549 |   |      |   | 15,716,762 |  
|Deferred loan origination fees, net of cost |  |      | (140,260   | ) |      |   | (16,837    | )
|Allowance for loan and lease losses         |  |      | (315,127   | ) |      |   | (275,077   | )
|                                            |  |      |            |   |      |   |            |  
|                                            |  | $    | 31,245,162 |   |      | $ | 15,424,848 |  
|                                            |  |      |            |   |      |   |            |  



The
following table presents the maturities or repricing periods of our loan portfolio at December 31, 2004:



|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           
|--------------------------------- |  | ----------------------------------------------- | --------- | --------- | - | ------------- |  | ----- | ---------- |  | - | ----------
|                                  |  | Loan Maturity Distribution at December 31, 2004
|                                  |  | 1 year or less                                  |           | 1-5 years |   | After 5 years |  | Total
|Residential real estate           |  | $                                               | 2,058,525 |           | $ | 1,729,393     |  | $     | 11,956,080 |  | $ | 15,743,998
|Construction and land development |  |                                                 | 1,713,482 |           |   | 1,307,761     |  |       | 954,572    |  |   | 3,975,815 
|Commercial, including real estate |  |                                                 | 803,517   |           |   | 1,030,777     |  |       | 3,854,023  |  |   | 5,688,317 
|Commercial finance leases         |  |                                                 | 293,054   |           |   | 3,458,553     |  |       |           |  |   | 3,751,607 
|Home equity                       |  |                                                 |          |           |   | 207,146       |  |       | 1,964,515  |  |   | 2,171,661 
|Installment                       |  |                                                 | 161,041   |           |   | 131,902       |  |       | 76,208     |  |   | 369,151   
|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           
|Total loans                       |  | $                                               | 5,029,619 |           | $ | 7,865,532     |  | $     | 18,805,398 |  | $ | 31,700,549
|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           
|Fixed rate                        |  | $                                               | 3,030,620 |           | $ | 6,761,799     |  | $     | 3,103,919  |  | $ | 12,896,338
|Variable rate                     |  |                                                 | 1,998,999 |           |   | 1,103,733     |  |       | 15,701,479 |  |   | 18,804,211
|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           
|Total loans                       |  | $                                               | 5,029,619 |           | $ | 7,865,532     |  | $     | 18,805,398 |  | $ | 31,700,549
|                                  |  |                                                 |           |           |   |               |  |       |            |  |   |           



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Notes to Consolidated Financial Statements

(Continued)



|5. | Loans(Continued)
|-- | ----------------



Transactions in the allowance for loan and lease losses were as follows:



|                                                           |  |      |         |      |   |        
|---------------------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                                           |  | 2004 |         | 2003
|Balance, beginning of year                                 |  | $    | 275,077 |      | $ | 252,769
|Provision charged to operations                            |  |      | 20,000  |      |   | 75,000 
|Recoveries                                                 |  |      | 20,407  |      |   | 1,348  
|                                                           |  |      |         |      |   |        
|                                                           |  |      | 315,484 |      |   | 329,117
|Loans charged off                                          |  |      | 357     |      |   | 54,040 
|                                                           |  |      |         |      |   |        
|Balance, end of year                                       |  | $    | 315,127 |      | $ | 275,077
|                                                           |  |      |         |      |   |        
|Loans past due 90 days or more and still accruing interest |  | $    | 121,616 |      | $ |       
|                                                           |  |      |         |      |   |        



Loans
classified as nonaccrual and the associated unrecorded interest is as follows:



|                                        |  |      |        |      |   |       
|--------------------------------------- |  | ---- | ------ | ---- | - | ------
|                                        |  | 2004 |        | 2003
|Nonaccrual loans                        |  | $    | 54,126 |      | $ | 35,000
|Unrecorded interest on nonaccrual loans |  |      | 6,521  |      |   | 1,925 



As of
December 31, 2004 and 2003, management had not classified any loans as impaired other than the nonaccrual loans.



The Bank makes loans and leases to customers located primarily in Baltimore County, Baltimore City, and surrounding areas of central
Maryland. Although the loan portfolio is diversified, its performance will be influenced by the regional economy.



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Notes to Consolidated Financial Statements

(Continued)



|6. | Credit Commitments
|-- | ------------------



Outstanding loan commitments, unused lines of credit, and letters of credit were as follows:



|                                                   |  |      |           |      |   |        
|-------------------------------------------------- |  | ---- | --------- | ---- | - | -------
|                                                   |  | 2004 |           | 2003
|Unused lines of credit                             |  |      |           |      |   |        
|Commercial mortgage                                |  | $    | 712,145   |      | $ |       
|Residential mortgage                               |  |      | 144,297   |      |   |       
|Commercial                                         |  |      | 398,503   |      |   | 536,407
|Home-equity lines                                  |  |      | 445,104   |      |   | 253,410
|                                                   |  |      |           |      |   |        
|                                                   |  | $    | 1,700,049 |      | $ | 789,817
|                                                   |  |      |           |      |   |        
|Construction and land development loan commitments |  | $    | 1,326,321 |      | $ | 836,926
|                                                   |  |      |           |      |   |        
|Letters of Credit                                  |  | $    | 89,768    |      | $ | 148,955
|                                                   |  |      |           |      |   |        



Loan
commitments and lines of credit are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have variable interest rates, fixed expiration dates, and may require payment of a
fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to
guarantee the performance of a customer to a third party.



The Banks maximum exposure to credit loss in the event of nonperformance by the customer is the contractual amount of the credit commitment. Loan commitments, lines of credit, and letters of credit are made on
the same terms, including collateral, as outstanding loans. Management is not aware of any accounting loss to be incurred by funding these loan commitments.



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Notes to Consolidated Financial Statements

(Continued)



|7. | Insider Loans and Deposits
|-- | --------------------------



The officers and directors of the Bank enter into loan transactions with the Bank in the ordinary course of business. These loans are made
on the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with unrelated borrowers. At December 31, 2004 and 2003, the total amounts of loans outstanding to officers and directors, including
loans to their related interests, were $394,959and $1,127,242, respectively. Activity in the loans during 2004 and 2003 was as follows:



|                                  |  |      |           |   |      |   |           |  
|--------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                  |  | 2004 |           |   | 2003 |  
|Balance, beginning of year        |  | $    | 1,127,242 |   |      | $ | 1,069,073 |  
|New loans                         |  |      | 205,000   |   |      |   | 200,000   |  
|Payments                          |  |      | (100,557  | ) |      |   | (141,831  | )
|Changes in officers and directors |  |      | (836,726  | ) |      |   |          |  
|                                  |  |      |           |   |      |   |           |  
|Balance, end of year              |  | $    | 394,959   |   |      | $ | 1,127,242 |  
|                                  |  |      |           |   |      |   |           |  



At
December 31, 2004 and 2003, the total amounts of deposits outstanding from officers and directors, including their related interests, were $1,457,511and $988,987, respectively.



|8. | Premises and Equipment
|-- | ----------------------



A summary of premises and equipment and the related depreciation follows:



|                           |  |              |  |      |           |      |   |          
|-------------------------- |  | ------------ |  | ---- | --------- | ---- | - | ---------
|                           |  | Useful lives |  | 2004 |           | 2003
|Land                       |  |              |  | $    | 143,000   |      | $ | 143,000  
|Building and improvements  |  | 40 years     |  |      | 783,497   |      |   | 625,503  
|Furniture and equipment    |  | 3 -7 years   |  |      | 462,712   |      |   | 410,257  
|Leasehold improvements     |  | 10 years     |  |      | 42,521    |      |   | 42,521   
|                           |  |              |  |      |           |      |   |          
|                           |  |              |  |      | 1,431,730 |      |   | 1,221,281
|Accumulated depreciation   |  |              |  |      | 468,170   |      |   | 352,559  
|                           |  |              |  |      |           |      |   |          
|Net premises and equipment |  |              |  | $    | 963,560   |      | $ | 868,722  
|                           |  |              |  |      |           |      |   |          
|Depreciation expense       |  |              |  | $    | 115,611   |      | $ | 97,814   
|                           |  |              |  |      |           |      |   |          



Included in other assets at December 31, 2004 and 2003, is computer software carried at an amortized cost of $82,134 and $54,555, respectively. Software amortization expense was $31,376 and $16,895 in 2004 and 2003,
respectively.



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Notes to Consolidated Financial Statements

(Continued)



|9. | Deposits
|-- | --------



Major classifications of interest-bearing deposits are as follows:



|                                                |  |      |            |      |   |           
|----------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                |  | 2004 |            | 2003
|NOW accounts                                    |  | $    | 273,931    |      | $ | 178,889   
|Advances from borrowers for insurance and taxes |  |      | 53,110     |      |   | 25,675    
|Money market                                    |  |      | 1,289,164  |      |   | 708,438   
|Savings                                         |  |      | 5,716,711  |      |   | 6,011,613 
|Certificates of deposit, $100,000 or more       |  |      | 5,017,339  |      |   | 2,744,247 
|Other certificates of deposit                   |  |      | 19,993,816 |      |   | 14,000,117
|                                                |  |      |            |      |   |           
|                                                |  | $    | 32,344,071 |      | $ | 23,668,979
|                                                |  |      |            |      |   |           



At
December 31, 2004, certificates of deposit mature as follows:



|                                       |  |   |           
|-------------------------------------- |  | - | ----------
|Maturing in one year or less           |  | $ | 6,951,605 
|Maturing over one through two years    |  |   | 8,212,267 
|Maturing over two through three years  |  |   | 3,897,395 
|Maturing over three through four years |  |   | 5,300,928 
|Maturing over four through five years  |  |   | 648,960   
|                                       |  |   |           
|                                       |  | $ | 25,011,155
|                                       |  |   |           



|10. | Lease
|--- | -----



The Bank occupies its Highlandtown location under the terms of a lease dated June 6, 2000. The lease commenced on December 17, 2000. The
lease has an original term of five years with two options to renew for five years each.



The Bank assumed the liability for a lease in Towson, Maryland as part of the acquisition of the assets of uvm Mortgage Marketing. The
lease commenced on June 16, 2001 and had a term of three years. On April 21, 2004, a supplemental lease agreement was executed extending the lease for a period of three additional years.



The leases call for the following minimum payments:



|     |  |        |       
|---- |  | ------ | ------
|Year |  | Amount
|2005 |  | $      | 37,317
|2006 |  |        | 20,160
|2007 |  |        | 13,600
|     |  |        |       
|     |  | $      | 71,077
|     |  |        |       



Rent
expense was $40,054and $30,570 for 2004 and 2003, respectively.



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Notes to Consolidated Financial Statements

(Continued)



|11. | Other Noninterest Expenses
|--- | --------------------------



A summary of other noninterest expenses follows:



|                                   |  |      |         |      |   |        
|---------------------------------- |  | ---- | ------- | ---- | - | -------
|                                   |  | 2004 |         | 2003
|Professional services              |  | $    | 182,632 |      | $ | 243,291
|Data processing services           |  |      | 122,290 |      |   | 101,790
|Advertising and promotion          |  |      | 73,979  |      |   | 51,789 
|ATM and credit card processing     |  |      | 71,862  |      |   | 37,098 
|FDIC and regulatory assessment     |  |      | 65,765  |      |   | 43,322 
|Amortization of intangible assets  |  |      | 34,875  |      |   | 27,847 
|Liability insurance                |  |      | 43,208  |      |   | 32,659 
|Telephone                          |  |      | 40,343  |      |   | 49,717 
|Postage and courier                |  |      | 39,924  |      |   | 39,540 
|Stationery, printing, and supplies |  |      | 19,765  |      |   | 27,273 
|Correspondent bank charges         |  |      | 16,399  |      |   | 42,898 
|Loan expenses                      |  |      | 15,603  |      |   | 5,016  
|Other                              |  |      | 47,688  |      |   | 46,464 
|                                   |  |      |         |      |   |        
|                                   |  | $    | 774,333 |      | $ | 748,704
|                                   |  |      |         |      |   |        



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Notes to Consolidated Financial Statements

(Continued)



|12. | Income Taxes
|--- | ------------



The Company has not incurred any income tax liability since its inception.



The statutory federal income tax rate was 34% for 2004 and 2003. The Companys effective tax rate for
2004 and 2003, was zero due to the net operating losses. The provision (benefit) for income taxes is reconciled as follows:



|                                                                            |  |      |            |   |      |   |            |  
|--------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                            |  | 2004 |            |   | 2003 |  
|Loss before income taxes                                                    |  | $    | (1,294,978 | ) |      | $ | (1,118,761 | )
|                                                                            |  |      |            |   |      |   |            |  
|Tax provision at statutory rate                                             |  | $    | (440,293   | ) |      | $ | (380,379   | )
|Increase (decrease) resulting from State income taxes, less federal benefit |  |      | (59,828    | ) |      |   | (51,684    | )
|Net operating loss carryover                                                |  |      | 500,121    |   |      |   | 432,063    |  
|                                                                            |  |      |            |   |      |   |            |  
|Provision for income taxes                                                  |  | $    |           |   |      | $ |           |  
|                                                                            |  |      |            |   |      |   |            |  



The
components of the net deferred taxes at December 31, 2004 and 2003 are as follows:



|                                                            |  |   |           |  |   |          
|----------------------------------------------------------- |  | - | --------- |  | - | ---------
|Deferred tax assets                                         |  |   |           |  |   |          
|Allowance for loan losses                                   |  | $ | 84,574    |  | $ | 76,850   
|Intangible assets                                           |  |   | 27,922    |  |   | 35,428   
|Net operating loss and charitable contribution carryforward |  |   | 2,021,726 |  |   | 1,519,891
|Accumulated depreciation                                    |  |   | 16,566    |  |   | 17,809   
|                                                            |  |   |           |  |   |          
|Net deferred tax before valuation allowance                 |  |   | 2,150,788 |  |   | 1,649,978
|                                                            |  |  
|Valuation allowance                                         |  |   | 2,150,788 |  |   | 1,649,978
|                                                            |  |   |           |  |   |          
|Net deferred tax asset                                      |  | $ |          |  | $ |         
|                                                            |  |   |           |  |   |          



A 100%
valuation allowance has been recorded against the net deferred tax asset since it is more likely than not that it will not be realized.



At December 31, 2004 and 2003, the Company has net operating loss carryforwards of approximately $5,232,241and $3,933,331
available to offset future taxable income. The current carryforwards will expire beginning in 2017.

|
|

|
|





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Notes to Consolidated Financial Statements

(Continued)



|13. | Stockholders Equity
|--- | --------------------



Stock options



In prior years, the Company granted stock options in accordance with the 1998 Stock Option Plan. When the stock options are vested, they
may be exercised. The option price is equal to the estimated fair market value of the common stock at the date of grant. The options expire ten years after the date of grant if not exercised.



On March 11, 2004, the Company adopted the 2004 Stock
Incentive Plan that was subsequently approved by the shareholders in June 2004. The option price is equal to the estimated fair market value of the common stock at the date of grant. The options expire ten years after the date of grant if not
exercised. Vesting of certain options may be subject to achievement of specific financial and non-financial performance objectives as set forth in the grants. The variable vesting feature of the plan will require the Company to record compensation
expense in periods where the fair market value of the Companys common stock exceeds the exercise price of the options. A total of 1,283,121 shares are eligible to be issued under the plan.



Information with respect to stock options is as follows for
the years ended December 31:



|                                 |  |           |  |                                 |       |        |        |                              |   |      
|-------------------------------- |  | --------- |  | ------------------------------- | ----- | ------ | ------ | ---------------------------- | - | -----
|                                 |  | 2004      |  | 2003                           
|                                 |  | Shares    |  | Weighted average exercise price |       | Shares |        | Weightedaverageexerciseprice
|Outstanding at beginning of year |  | 24,180    |  | $                               | 10.12 |        | 24,180 |                              | $ | 10.12
|Exercised                        |  |          |  |                                 |      |        |       |                              |   |     
|Granted                          |  | 1,144,500 |  |                                 | 2.00  |        |       |                              |   |     
|Forfeited                        |  |          |  |                                 |      |        |       |                              |   |     
|                                 |  |           |  |                                 |       |        |        |                              |   |      
|Outstanding at end of year       |  | 1,168,680 |  |                                 | 2.17  |        | 24,180 |                              |   | 10.12
|                                 |  |           |  |                                 |       |        |        |                              |   |      



A
summary of information about stock options outstanding is as follows at December 31, 2004:



|                                |  |           |  |                                         |  |                                                
|------------------------------- |  | --------- |  | --------------------------------------- |  | -----------------------------------------------
|Options Outstanding             |  |          
|Weighted average exercise price |  | Shares    |  | Weighted average remaining life (Years) |  | Shares underlying options currently exercisable
|$  2.00                         |  | 1,144,500 |  | 9.34                                    |  | 100,450                                        
|7.00                            |  | 2,220     |  | 5.50                                    |  | 2,220                                          
|10.00                           |  | 17,170    |  | 3.72                                    |  | 17,170                                         
|12.00                           |  | 4,790     |  | 3.99                                    |  | 4,790                                          
|                                |  |           |  |                                         |  |                                                
|2.17                            |  | 1,168,680 |  | 9.23                                    |  | 124,630                                        
|                                |  |           |  |                                         |  |                                                



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Notes to Consolidated Financial Statements

(Continued)



|13. | Stockholders Equity(Continued)
|--- | -------------------------------



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 A Warrants). Each A Warrant entitles the holder to purchase one share of common stock at an exercise price of $10 per share, subject to adjustment for certain events,
beginning any time after April 1, 2000, until the A Warrants expire on September 1, 2008. As of December 31, 2004 there were 300,000 A Warrants outstanding.



In connection with a unit offering on October 9, 1998, the Company issued warrants (B Warrants) to purchase an aggregate of 196,000 shares
of the Companys common stock. Each B Warrant entitles the holder to purchase one share of common stock at an exercise price of $13 per share, subject to adjustment for certain events, beginning any time after April 8, 2000, until the B
Warrants expire on September 1, 2008. As of December 31, 2004, there were 196,000 B Warrants outstanding.



In connection with a private placement offering on May 31, 2002, the Company issued 95,000 warrants (the C Warrants) to purchase an
aggregate of 475,000 shares of the Companys stock. Each C Warrant entitles the holder to purchase five shares of common stock at an exercise price of $5 per share, subject to adjustment for certain events, beginning any time after March 1,
2003, until the C Warrants expire on September 1, 2008. As of December 31, 2004, there were 475,000 C Warrants outstanding.



In connection with a private placement offering on March 28, 2003, the Company issued 200,060 shares of Series A Preferred Stock and stock
warrants (the E Warrants) to purchase an aggregate of 200,060 shares of the Companys stock. Each E Warrant entitles the holder to purchase one share of common stock at an exercise price of $3.20 per share, subject to adjustment for certain
events, beginning any time after March 1, 2003, until the E Warrants expire on September 1, 2008. On December 2, 2003, the Series A Preferred Stock was exchanged for 200,060 shares of the Companys common stock on a one-for-one basis. As of
December 31, 2004 there were 200,060 E Warrants outstanding.



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Notes to Consolidated Financial Statements

(Continued)



|14. | Parent Company Financial Information
|--- | ------------------------------------



The balance sheets as of December 31, 2004 and 2003, and statements of operations for the years then ended, for AmericasBank Corp. (Parent
only) are presented below:



Balance Sheets



|                                       |  |      |            |   |      |   |            |  
|-------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|December 31,                           |  | 2004 |            |   | 2003 |  
|Assets                                 |  |      |            |   |      |   |            |  
|Cash                                   |  | $    | 129,937    |   |      | $ | 1,325      |  
|Investment in subsidiary               |  |      | 5,265,867  |   |      |   | 1,531,312  |  
|Other assets                           |  |      |           |   |      |   | 36,264     |  
|                                       |  |      |            |   |      |   |            |  
|                                       |  | $    | 5,395,804  |   |      | $ | 1,568,901  |  
|                                       |  |      |            |   |      |   |            |  
|Liabilities and Stockholders Equity   |  |      |            |   |      |   |            |  
|Due to subsidiary                      |  | $    |           |   |      | $ | 36,264     |  
|                                       |  |      |            |   |      |   |            |  
|                                       |  |      |            |   |      |   |            |  
|Stockholders equity                   |  |      |            |   |      |   |            |  
|Common stock                           |  |      | 37,668     |   |      |   | 7,911      |  
|Additional paid-in capital             |  |      | 11,134,030 |   |      |   | 6,005,696  |  
|Accumulated deficit                    |  |      | (5,793,654 | ) |      |   | (4,498,676 | )
|Accumulated other comprehensive income |  |      | 17,760     |   |      |   | 17,706     |  
|                                       |  |      |            |   |      |   |            |  
|                                       |  |      | 5,395,804  |   |      |   | 1,532,637  |  
|                                       |  |      |            |   |      |   |            |  
|                                       |  | $    | 5,395,804  |   |      | $ | 1,568,901  |  
|                                       |  |      |            |   |      |   |            |  



Statements of
Operations



|                                                          |  |      |            |   |      |   |            |  
|--------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|Years Ended December 31,                                  |  | 2004 |            |   | 2003 |  
|Revenue                                                   |  | $    | 21         |   |      | $ |           |  
|Expenses                                                  |  |      |           |   |      |   | (3,838     | )
|                                                          |  |      |            |   |      |   |            |  
|Income (loss) before undistributed net loss of subsidiary |  |      | 21         |   |      |   | (3,838     | )
|Equity in undistributed net loss of subsidiary            |  |      | (1,294,999 | ) |      |   | (1,114,923 | )
|                                                          |  |      |            |   |      |   |            |  
|Net loss                                                  |  | $    | (1,294,978 | ) |      | $ | (1,118,761 | )
|                                                          |  |      |            |   |      |   |            |  



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Notes to Consolidated Financial Statements

(Continued)



|15. | Capital Standards
|--- | -----------------



The Federal Reserve Board and The Federal Deposit Insurance Corporation have adopted risk-based capital standards for banking
organizations. These standards require ratios of capital to assets for minimum capital adequacy and to be classified as well capitalized under prompt corrective action provisions. The capital ratios and minimum capital requirements for the Company
and the Bank are as follows:



|                                                     |        |        |       |  |                         |        |  |                       |       |  |        |   |       |   |       |  |       |  
|---------------------------------------------------- | ------ | ------ | ----- |  | ----------------------- | ------ |  | --------------------- | ----- |  | ------ | - | ----- | - | ----- |  | ----- | -
|AmericasBank Corp. (in
thousands)  December 31, 2004 |        | Actual |       |  | Minimumcapital adequacy |        |  | To be wellcapitalized |      
|                                                     | Amount |        | Ratio |  |                         | Amount |  | Ratio                 |       |  | Amount |   | Ratio |  
|Total capital (to risk-weighted assets)              |        | $      | 5,398 |  | 19.94                   | %      |  | $                     | 2,166 |  | 8.00   | % |       | $ | 2,708 |  | 10.00 | %
|Tier 1 capital (to risk-weighted assets)             |        |        | 5,083 |  | 18.77                   | %      |  |                       | 1,083 |  | 4.00   | % |       |   | 1,625 |  | 6.00  | %
|Tier 1 capital (to average assets)                   |        |        | 5,083 |  | 13.19                   | %      |  |                       | 1,554 |  | 4.00   | % |       |   | 1,942 |  | 5.00  | %
|                                                     |        |        |       |  |                         |       
|December 31, 2003                                    |        |        |       |  |                         |        |  |                       |       |  |        |   |       |   |      
|Total capital (to risk-weighted assets)              |        | $      | 1,708 |  | 9.61                    | %      |  | $                     | 1,422 |  | 8.00   | % |       | $ | 1,777 |  | 10.00 | %
|Tier 1 capital (to risk-weighted assets)             |        |        | 1,485 |  | 8.36                    | %      |  |                       | 711   |  | 4.00   | % |       |   | 1,066 |  | 6.00  | %
|Tier 1 capital (to average assets)                   |        |        | 1,485 |  | 5.40                    | %      |  |                       | 1,100 |  | 4.00   | % |       |   | 1,375 |  | 5.00  | %
|                                                     |        |        |       |  |                         |       
|AmericasBank (in
thousands)                          |        |        |       |  |                         |        |  |                       |       |  |        |   |       |   |      
|                                                     |        |        |       |  |                         |       
|December 31, 2004                                    |        |        |       |  |                         |        |  |                       |       |  |        |   |       |   |      
|Total capital (to risk-weighted assets)              |        | $      | 5,269 |  | 19.46                   | %      |  | $                     | 2,166 |  | 8.00   | % |       | $ | 2,708 |  | 10.00 | %
|Tier 1 capital (to risk-weighted assets)             |        |        | 4,954 |  | 18.30                   | %      |  |                       | 1,083 |  | 4.00   | % |       |   | 1,625 |  | 6.00  | %
|Tier 1 capital (to average assets)                   |        |        | 4,954 |  | 12.85                   | %      |  |                       | 1,554 |  | 4.00   | % |       |   | 1,942 |  | 5.00  | %
|                                                     |        |        |       |  |                         |       
|December 31, 2003                                    |        |        |       |  |                         |        |  |                       |       |  |        |   |       |   |      
|Total capital (to risk-weighted assets)              |        | $      | 1,707 |  | 9.60                    | %      |  | $                     | 1,422 |  | 8.00   | % |       | $ | 1,777 |  | 10.00 | %
|Tier 1 capital (to risk-weighted assets)             |        |        | 1,484 |  | 8.35                    | %      |  |                       | 711   |  | 4.00   | % |       |   | 1,066 |  | 6.00  | %
|Tier 1 capital (to average assets)                   |        |        | 1,484 |  | 5.40                    | %      |  |                       | 1,100 |  | 4.00   | % |       |   | 1,375 |  | 5.00  | %



Tier 1
capital consists of common stock, surplus, and retained earnings. Total capital includes a limited amount of the allowance for loan losses. In calculating risk-weighted assets, specified risk percentages are applied to each category of asset and
off-balance-sheet items.



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##### Table of Contents

AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements

(Continued)



|15. | Capital Standards(Continued)
|--- | ----------------------------



Failure to meet the capital requirements could affect the Banks ability to pay dividends and accept deposits and may significantly
affect the operations of the Bank.



On August
3, 2001, the Company and Bank entered into a Written Agreement with the Federal Reserve Board and the Maryland Division of Financial Regulation. The Agreement requires improvements to the operations of the Company including, but not limited to,
maintaining adequate capital, improving management oversight, monitoring loans acquired from third parties, improving internal controls, monitoring sensitivity to market risk, and improving analysis of the adequacy of the allowance for loan losses.
The Company is prohibited from paying cash dividends or incurring additional debt without prior approval from the regulators. The Company is required to submit regular written reports stating the progress in complying with the Agreement. The Company
is limited in the amount of brokered deposits it may accept.



As of December 31, 2004, the Company and the Bank met the regulatory requirements to be considered well capitalized.



|16. | Fair Value of Financial Instruments
|--- | -----------------------------------



Fair value estimates, methods, and assumptions are summarized below for the Companys financial instruments as of December 31, 2004
and 2003.



The carrying value and estimated
fair value of financial instruments is summarized as follows:



|                          |  |               |            |                      |   |               |  |                      |            |  |   |           
|------------------------- |  | ------------- | ---------- | -------------------- | - | ------------- |  | -------------------- | ---------- |  | - | ----------
|                          |  | 2004          |            | 2003                
|                          |  | Carryingvalue |            | Estimated fair value |   | Carryingvalue |  | Estimated fair value
|Assets                    |  |               |            |                      |   |               |  |                      |            |  |   |           
|Cash and cash equivalents |  | $             | 5,223,547  |                      | $ | 5,223,547     |  | $                    | 8,738,746  |  | $ | 8,738,746 
|Investment securities     |  |               | 348,182    |                      |   | 348,182       |  |                      | 366,566    |  |   | 366,566   
|Loans held for sale       |  |               | 1,617,048  |                      |   | 1,617,048     |  |                      | 1,229,041  |  |   | 1,249,120 
|Loans                     |  |               | 31,245,162 |                      |   | 31,192,213    |  |                      | 15,424,848 |  |   | 15,482,743
|Liabilities               |  |               |            |                      |   |               |  |                      |            |  |   |           
|Deposits                  |  | $             | 34,570,293 |                      | $ | 34,668,816    |  | $                    | 25,408,838 |  | $ | 25,875,302



Cash and
cash equivalents



The carrying
amount for cash and cash equivalents approximates fair value due to the short maturity of these instruments.



Investment securities



The fair value of investment securities is based on bid prices received from an external pricing service.



Loans held for sale



The fair value of loans held for sale is based on
commitments to sell loans classified as held for sale to a correspondent lender.



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##### Table of Contents

AmericasBank Corp. and Subsidiary



Notes to Consolidated Financial Statements

(Continued)



|16. | Fair Value of Financial Instruments (Continued)
|--- | -----------------------------------------------



Loans



The fair value of loans was calculated by discounting the anticipated cash flows based on contractual maturity, weighted-average coupon,
and discount rate.



Deposits



The fair value of deposits with no stated maturity, such as noninterest-bearing deposits, interest-bearing now accounts, money market, and passbook and statement savings, is deemed to be equal to the carrying amounts.
The fair value of certificates of deposit is based on the discounted value on contractual cash flows. The discount rate for certificates of deposit was estimated using the rate currently offered for deposits of similar remaining maturities.



|17. | Selected Quarterly Financial Data
|--- | ---------------------------------



A summary of selected quarterly financial data is as follows for the years ended December 31:



|                                    |  |              |          |   |               |   |          |              |  |   |               |   |  |   |          |  
|----------------------------------- |  | ------------ | -------- | - | ------------- | - | -------- | ------------ |  | - | ------------- | - |  | - | -------- | -
|                                    |  | Firstquarter |          |   | SecondQuarter |   |          | Thirdquarter |  |   | Fourthquarter |  
|                                    |  | (Unaudited)  |         
|2004:                               |  |              |          |   |               |   |          |              |  |   |               |   |  |   |          |  
|Interest revenue                    |  | $            | 329,712  |   |               | $ | 346,893  |              |  | $ | 404,109       |   |  | $ | 554,043  |  
|Net interest income                 |  |              | 157,394  |   |               |   | 177,188  |              |  |   | 218,132       |   |  |   | 302,516  |  
|Provision for loan and lease losses |  |              | 5,000    |   |               |   | 7,500    |              |  |   | 7,500         |   |  |   |         |  
|Loss before income taxes            |  |              | (363,060 | ) |               |   | (321,019 | )            |  |   | (346,810      | ) |  |   | (264,089 | )
|Net loss                            |  |              | (363,060 | ) |               |   | (321,019 | )            |  |   | (346,810      | ) |  |   | (264,089 | )
|Loss per common share:              |  |              |          |   |               |   |          |              |  |   |               |   |  |   |          |  
|Basic and diluted                   |  | $            | (0.25    | ) |               | $ | (0.09    | )            |  | $ | (0.09         | ) |  | $ | (0.07    | )
|                                    |  |              |          |  
|2003:                               |  |              |          |   |               |   |          |              |  |   |               |   |  |   |          |  
|Interest revenue                    |  |              | 328,279  |   |               |   | 345,409  |              |  |   | 336,845       |   |  |   | 352,640  |  
|Net interest income                 |  |              | 154,776  |   |               |   | 142,694  |              |  |   | 146,062       |   |  |   | 169,106  |  
|Provision for loan and lease losses |  |              | 30,000   |   |               |   | 15,000   |              |  |   | 15,000        |   |  |   | 15,000   |  
|Loss before income taxes            |  |              | (127,310 | ) |               |   | (317,561 | )            |  |   | (354,959      | ) |  |   | (318,931 | )
|Net loss                            |  |              | (127,310 | ) |               |   | (317,561 | )            |  |   | (354,959      | ) |  |   | (318,931 | )
|Loss per common share:              |  |              |          |   |               |   |          |              |  |   |               |   |  |   |          |  
|Basic and diluted                   |  | $            | (0.22    | ) |               | $ | (0.54    | )            |  | $ | (0.60         | ) |  | $ | (0.49    | )



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Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



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



Item 8A. Controls and Procedures



As of the end of the period covered by this annual report on Form 10-KSB,
AmericasBank Corp.s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of AmericasBank Corp.s disclosure controls and procedures. Based upon that evaluation, AmericasBank Corp.s Chief Executive Officer
and Chief Financial Officer concluded that AmericasBank Corp.s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be
disclosed by AmericasBank Corp. in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms.



In addition, there were no
changes in AmericasBank Corp.s internal controls over financial reporting (as defined in Rule 13a-15 or Rule 15d-15 under the Securities Act of 1934, as amended) during the quarter ended December 31, 2004 that have materially affected, or are
reasonably likely to materially affect, AmericasBank Corp.s internal control over financial reporting.



Item 8B. Other Information



In
January 2005, we learned that the Federal Reserve Bank of Richmond had terminated the Memorandum of Understanding that we entered into on October 25, 2001. The termination was deemed effective as of August 13, 2004, subsequent to a consumer affairs
examination conducted by the Federal Reserve Bank of Richmond.



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PART III



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



Directors and Executive Officers



AmericasBank Corp.s directors and executive officers and
AmericasBanks directors and executive officers are as follows:



|                           |  |         |  |                                                                                                                             |  |               
|-------------------------- |  | ------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Name                       |  | Age (1) |  | Position                                                                                                                    |  | Director Since
|Lee W. Warner              |  | 50      |  | Chairman and Director of AmericasBank and AmericasBank Corp.                                                                |  | 1998          
|Mark H. Anders             |  | 50      |  | President, Chief Executive Officer and Director of AmericasBank and AmericasBank Corp.                                      |  | 2003          
|Nicholas J. Belitsos, M.D. |  | 54      |  | Secretary and Director of AmericasBank and AmericasBank Corp.                                                               |  | 1998          
|J. Clarence Jameson, III   |  | 73      |  | Director of AmericasBank and AmericasBank Corp. (2)                                                                         |  | 2001          
|Savas J. Karas             |  | 38      |  | Director of AmericasBank and AmericasBank Corp.                                                                             |  | 2004          
|John D. Muncks             |  | 56      |  | Executive Vice President AmericasBank and Americas Bank Corp.                                                               |  | n/a           
|Mark D. Noar, M.D.         |  | 51      |  | Vice Chairman and Director of AmericasBank and AmericasBank Corp.                                                           |  | 1998          
|Kenneth D. Pezzulla        |  | 75      |  | Director of AmericasBank and AmericasBank Corp.                                                                             |  | 1996          
|A. Gary Rever              |  | 52      |  | Chief Financial Officer, Executive Vice President, Assistant Secretary, and Director of AmericasBank and AmericasBank Corp. |  | 2003          
|Ramon F. Roig, Jr., M.D.   |  | 70      |  | Director of AmericasBank and AmericasBank Corp.                                                                             |  | 1998          
|Graylin E. Smith           |  | 46      |  | Director of AmericasBank and AmericasBank Corp.                                                                             |  | 2004          
|John C. Weiss, III         |  | 56      |  | Director of AmericasBank and AmericasBank Corp.                                                                             |  | 2004          

---

|(1) | As of December 31, 2004.
|--- | ------------------------

|(2) | Mr. Jameson also served as a director from 1996 to 1999.
|--- | --------------------------------------------------------



Messrs. Karas, Pezzulla, Smith and Weiss terms as directors of AmericasBank Corp. expire at the 2007 annual meeting of stockholders of AmericasBank Corp.



Messrs. Belitsos, Roig and Warners terms as directors of AmericasBank
Corp. expire at the 2006 annual meeting of stockholders of AmericasBank Corp.



Messrs. Anders, Jameson, Noar and Revers terms as directors of AmericasBank Corp. expire at the 2005 annual meeting of stockholders of AmericasBank Corp.



LEE W. WARNER is a Chartered Financial Consultant, a Certified Financial Planner, an Accredited Estate Planner, and a
Chartered Life Underwriter. He is the chairman and chief executive officer of The L. Warner Companies, Inc., an investment advisory firm that specializes in integrated financial services with specific focus on creative personal planning and
executive benefit consulting. He has served in that capacity since December 1992.



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MARK H. ANDERSis the president and chief executive officer of AmericasBank Corp. and
AmericasBank. He has served in that capacity for AmericasBank since July 18, 2003 and for AmericasBank Corp. since November 13, 2003. From May 31, 2003 to his employment as President, Mr. Anders served as a consultant to AmericasBank. Prior to
joining AmericasBank, from October 1999 to August 2002, Mr. Anders was the president and chief executive officer of BankAnnapolis, a Maryland state chartered commercial bank and president of its holding company, Annapolis Bancorp, Inc. From October
1995 until January 1999, Mr. Anders served as the president and chief executive officer of Sterling Bancorp and its subsidiary bank, Sterling Bank & Trust Co., a commercial bank located in Baltimore, Maryland. From September 1991 to September
1995, Mr. Anders was a senior executive at Towson, Maryland based Bank of Maryland.



NICHOLAS J. BELITSOS, M.D. 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 15
years.



J. CLARENCE JAMESON, III, currently is the
president and a principal of Jameson and Associates, P.A., a public accounting firm, and has served in that capacity for over 18 years. From June 1996 to January 1, 2000, Mr. Jameson was president and chairman of the Board of AmericasBank Corp., and
from December 1997 to January 1, 2000, Mr. Jameson was vice president and chairman of the board of directors of AmericasBank. From February 1994 to June 1995, Mr. Jameson was chairman of the board of directors of Maryland Bank Corp., the savings and
loan holding company of MarylandsBank, FSB. Mr. Jameson also was a director of MarylandsBank, FSB from February 1994 to June 1995. Mr. Jameson also was an organizer of the Bank of Maryland and its holding company, Bank Maryland Corp., and he served
as chairman of the board of directors of both entities from 1985 to 1990.



SAVAS J. KARAS, is the founder and principal of Enterprise Solutions Group, Inc., a Hunt Valley, Maryland business solutions company. Mr. Karas founded the company in January 1994. Previously, he served as a
manager with the firm of Booz-Allen and Hamilton from 1990 to 1993, and as a consultant with PricewaterhouseCoopers from 1989 to 1990. Mr. Karas is a Certified Public Accountant, a Certified Management Consultant, a Six Sigma blackbelt, and holds a
Masters in Business Administration with a concentration in Accounting from Loyola College. Mr. Karas has also served as a member of the Board of Directors for the Weinberg YMCA of Central Maryland since 2003.



MARK D. NOAR, M.D. currently is a gastroenterologist in Baltimore,
Maryland and is a principal of Endoscopic Microsurgery Associates, P.A., which is a medical practice in Baltimore, Maryland. He has served in that capacity for over 12 years. Dr. Noar also is the medical director and the chief executive officer of
The Endoscopy Center, Inc., which operates an ambulatory surgery center. He has served in that capacity for over ten years.



KENNETH D. PEZZULLA became chairman of AmericasBank Corp. and AmericasBank on January 1, 2000 and served in that capacity until May 2001. 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 1957 to 1995. Mr. Pezzulla was a director of Rushmore Trust & Savings, FSB, from 1989 to October 1997, and was a director of its predecessor, LaCarona
Building and Loan Association, from 1963 to 1989. Mr. Pezzulla was president of LaCarona Building and Loan Association from 1985 to 1988.



A. GARY REVERis an executive vice president and the chief financial officer of AmericasBank and AmericasBank Corp. and has served in that capacity
for AmericasBank since August 4, 2003 and for AmericasBank Corp. since November 13, 2003. Prior to joining AmericasBank, from August 2000 to August 2003, Mr. Rever was the chief financial officer of Avatech Solutions, Inc., a public company that
provides design automation and data management solutions for the manufacturing, building design, engineering and infrastructure and facilities



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management markets. From 1991 to May 1995, Mr. Rever was the chief financial officer of Towson, Maryland based Bank of Maryland. In that position, Mr. Rever
was responsible for all staff functions including operations, human resources, facilities and branch administration. Mr. Rever retained his responsibilities at Bank of Maryland following its sale to Mason-Dixon Bancshares, Inc. in May 1995 and in
1998 consolidated the operating functions of Mason-Dixons subsidiary banks into Mason-Dixon Business Services, LLC, a service corporation formed to eliminate redundancies and reduce costs. Mr. Rever became president of the service corporation
and served in that position through Mason-Dixons acquisition by BB&T Corporation in July 1999 and until June 2000. From July 1999 until June 2000, Mr. Rever worked to facilitate Mason-Dixons operations into BB&T Corporation. Mr.
Rever is a Certified Public Accountant



RAMON F. ROIG, JR.,
M.D. 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.



GRAYLIN E. SMITH,is a Certified Public Accountant and currently a partner with SB & Company, LLC. Mr. Smith is a
founder of the firm and has served as a partner since February 2005. From July 2003 to January 2005, Mr. Smith was a partner with Abrams, Foster, Nole & Williams, P.A. in Baltimore, Maryland. From May 2002 to June 2003, Mr. Smith was a partner
with the firm of Ernst & Young, LLP. From June 1981 to May 2002, he was with the firm of Arthur Andersen, LLP. He was appointed partner in September 1996. Mr. Smith is a past Chair of the Maryland Association of Certified Public Accountants and
is the present Treasurer of the Associated Black Charities.



JOHN C. WEISS, III,currently serves as Chairman and CEO of Claragen, Inc., a development-stage biopharmaceutical company. He has served in that capacity since April, 2004. He also serves as Executive Director of the Entrepreneurship
Program at the Robert G. Merrick School of Business, University of Baltimore. He has served in this capacity since 1999. He formerly served as Executive in Residence for the Office of Research and Development at the University of Maryland, Baltimore
from July 2002 thru June 2004. Since 1990, Mr. Weiss has served on the board of trustees of the St. Agnes Healthcare Foundation in Baltimore, Maryland. Since 1995, he has served on the boards of visitors of Towson University and the University of
Maryland, Baltimore. Mr. Weiss has formerly served in the capacity as either director or partner of several venture capital firms, namely, the Maryland Venture Capital Trust from 1990 to 2002, Anthem Capital, L.P. from 1992 to 1996, and Arete
Ventures, Inc. from 1984 to 1990. From 2000 to 2002, Mr. Weiss served as interim Executive Director of the Baltimore City Parking Authority, Inc. Mr. Weiss formerly served on the board of directors of Chesapeake Biological Laboratories, Inc.,
Baltimore, Maryland, from 1986 to 1998 and was its president from 1996 to 1998. Mr. Weiss is also an active member of several other community and civic boards in the Baltimore area. Mr. Weiss has a Master of Business Administration degree from
Loyola College, Baltimore, Maryland.



The directors of
AmericasBank Corp. are divided into three classes, with each class containing one-third of the total number of directors, as near as is possible. Each director serves for a term ending on the date of the third annual meeting of shareholders
following the annual meeting at which such director was elected. Pursuant to the charter of AmericasBank Corp., the term of office of one of the three classes of directors expires each year. The officers of AmericasBank Corp. are elected annually by
the board of directors following the annual meeting of stockholders and serve for terms of one year or until their successors are duly elected and qualified except where a longer term is expressly provided in an employment contract duly authorized
and approved by the board of directors of AmericasBank Corp.



Directors of AmericasBank are elected annually by AmericasBank Corp., its sole stockholder.



Executive Officers Who are Not Directors



JOHN D. MUNCKS, is an executive vice president and chief lending officer of AmericasBank. He has over 20 years of banking experience in the Baltimore and Washington, D.C. metropolitan areas specializing in
commercial transactions. Prior to joining AmericasBank on July 28, 2003, Mr. Muncks was a principal of Sign Effects, Inc., an electronic sign business, from November 2000 until its sale in February 2003. From 1991 until 1998, Mr. Muncks served as an
Executive Vice President for Signet Bank  Maryland working in both senior lending and credit capacities. Mr. Muncks was retired from 1998 until November 2000.



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##### Table of Contents

Audit Committee Matters



AmericasBank Corp. has a standing Audit Committee. The Audit Committee currently has five members: Graylin E. Smith (Chairman), J. Clarence Jameson,
III, Savas J. Karas, Kenneth D. Pezzulla and John C. Weiss, III. The Audit Committees functions and responsibilities are described in a written charter that was adopted by AmericasBank Corp.s Board of Directors.



Pursuant to Securities and Exchange Commission regulations, we are required
to disclose in this annual report whether one or more members of our audit committee are audit committee financial experts and the names of those members. If we do not have an audit committee financial expert on the audit committee, we
are required to explain why that is the case.



The Securities
and Exchange Commission has defined audit committee financial expert as a person who has the following attributes:



| |  |  | An understanding of generally accepted accounting principles and financial statements;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | The ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the
breadth and complexity of issues that can reasonably be expected to be raised by our financial statements or experience actively supervising one or more persons engaged in such activities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An understanding of internal controls and procedures for financial reporting.; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | An understanding of audit committee functions.
| | - |  | ----------------------------------------------



AmericasBank Corp.s Board of Directors determined that Graylin E. Smith meets the definition of an audit committee financial expert. The
Board of Directors has also determined that Mr. Smith is independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.



The Board of Directors believes that the audit committee, as is it presently constituted, is able to carry out its functions
fully and in the best interests of stockholders.



Compliance with Section
16(a) of the Exchange Act



AmericasBank Corp. did not have
a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), at any time during AmericasBank Corp.s fiscal year ended December 31, 2003. Accordingly, there is no
requirement upon AmericasBank Corp.s officers, directors and 10% or greater shareholders to file any reports required pursuant to Section 16(a) of the Exchange Act.



Code of Ethics



AmericasBank Corp.s Board of Directors has adopted a code of ethics that applies to its principal executive officer, principal accounting officer or
controller, or persons performing similar functions. A copy of the Code of Ethics for Senior Financial Officers is included as an exhibit to this annual report.



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##### Table of Contents

Item 10. Executive Compensation



Director Compensation



Currently, directors do not receive fees for their services. We may compensate our directors in the future.



Executive Compensation



The following table sets forth the compensation paid by AmericasBank to its chief executive officer during 2004, 2003 and
2002. AmericasBank had no other executive officer who received compensation in excess of $100,000 during 2004.



Summary Compensation Table



|                                       |  |              |            |                     |                 |                        |                                 |         |                       |         |  |     |             |       
|-------------------------------------- |  | ------------ | ---------- | ------------------- | --------------- | ---------------------- | ------------------------------- | ------- | --------------------- | ------- |  | --- | ----------- | ------
|                                       |  | Year         |            | Annual Compensation |                 | Long-term Compensation |                                
|Name and Principal Position            |  |              | Salary ($) |                     | Bonus ($)       |                        | SecuritiesUnderlyingOptions (#) |         | All OtherCompensation |        
|Mark H. Anders, President & CEO (1)    |  | 20042003     |            | $$                  | 125,00057,291   |                        | $                               |       |                       |       |  | $$  | 17,1327,255 | (5)(5)
|                                       |  |              |            |                     |                
|A. Gary Rever, EVP & CFO (2)           |  | 20042003     |            | $$                  | 105,00043,750   |                        | $                               |       |                       |       |  | $$  | 14,5225,004 | (6)(6)
|                                       |  |              |            |                     |                
|John D. Muncks, EVP (3)                |  | 20042003     |            | $$                  | 95,00041,045    |                        | $                               |       |                       |       |  | $$  | 14,5225,630 | (7)(7)
|                                       |  |              |            |                     |                
|J. Scott Sturgill, President & CEO (4) |  | 200420032002 |            | $$$                 |   49,78890,000 |                        | $                               |      |                       |      |  | $$$ |   5,625   |       

---

|(1) | Mr. Anders has served as our president and chief executive officer since July 18, 2003. Mr. Anders also received $15,000 of consulting fees from us in 2003.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Rever has served as our executive vice president and chief financial officer since August 4, 2003.
|--- | ------------------------------------------------------------------------------------------------------

|(3) | Mr. Muncks has served as our executive vice president and chief lending officer since July 28, 2003.
|--- | ----------------------------------------------------------------------------------------------------

|(4) | Mr. Sturgill served as our president and chief executive officer from June 5, 2001 to July 18, 2003.
|--- | ----------------------------------------------------------------------------------------------------

|(5) | Other compensation for Mr. Anders included a car allowance and paid health insurance of $9,000 and $8,132, respectively for 2004, and $4,125 and $3,130, respectively, for 2003.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Other compensation for Mr. Rever included a car allowance and paid health insurance of $6,000 and $8,522, respectively for 2004, and $2,500 and $2,504, respectively, for 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Other compensation for Mr. Muncks included a car allowance and paid health insurance of $6,000 and $8,522, respectively for 2004, and $2,500 and $3,130, respectively, for 2003.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table contains information
concerning the grant of stock options made during the last completed fiscal year to Messrs. Anders and Rever and Muncks.



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Individual Grants



|                  |  |                                                 |  |                                                    |   |  |                                    |      |                |           
|----------------- |  | ----------------------------------------------- |  | -------------------------------------------------- | - |  | ---------------------------------- | ---- | -------------- | ----------
|Name              |  | Number of Securities Underlying Options Granted |  | % of TotalOptionsGranted toEmployees inFiscal Year |   |  | Exercise or BasePrice ($/Share)(1) |      | ExpirationDate
|Mark H. Anders(2) |  | 320,000                                         |  | 27.96                                              | % |  | $                                  | 2.00 |                | 12/31/2013
|A. Gary Rever(2)  |  | 267,500                                         |  | 23.37                                              | % |  |                                    | 2.00 |                | 12/31/2013
|John D. Muncks(2) |  | 215,000                                         |  | 18.79                                              | % |  |                                    | 2.00 |                | 12/31/2013

---

|(1) | The exercise price is equal to the fair market value on the date of grant.
|--- | --------------------------------------------------------------------------

|(2) | The options granted to Messrs. Anders, Rever and Muncks are subject to the following vesting requirements:
|--- | ----------------------------------------------------------------------------------------------------------



General Vesting Rules. Subject to the limitations described under Vesting
Adjustments below, the stock options granted to Messrs. Anders, Rever, Muncks and other key employees will vest and become exercisable in accordance with the following provisions:



(i) 10% of the options will vest on the date of grant.



(ii) If (a) AmericasBanks return on average assets (ROAA) for each period shown in the chart below is greater than or
equal to 95% of the ROAA Hurdle for that period, and (b) the amount of the AmericasBanks average assets for each period shown in the chart below is greater than or equal to 95% of the Average Assets Hurdle for that
period, then the percentage of the options set forth under Percentage of Options Vesting for that period, plus any options that were eligible to vest in a prior period but which did not vest under the terms of paragraphs (ii) through
(vi) of General Vesting Rules (but specifically excluding any options that failed to vest under the terms of paragraph A, paragraph B, and/or paragraph C of Vesting Adjustments below), will vest one year after the last day of
that period:



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|                                      |  |                               |   |  |             |   |  |                       |            
|------------------------------------- |  | ----------------------------- | - |  | ----------- | - |  | --------------------- | -----------
|Period                                |  | Percentage of Options Vesting |   |  | ROAA Hurdle |   |  | Average Assets Hurdle
|January 1, 2004  December 31, 2004   |  | 11.67                         | % |  | -1.25       | % |  | $                     | 40,542,000 
|January 1, 2005  December 31, 2005   |  | 11.67                         | % |  | 0.25        | % |  | $                     | 59,672,000 
|January 1, 2006  December 31, 2006   |  | 11.67                         | % |  | 0.5         | % |  | $                     | 71,471,000 
|January 1, 2007  December 31, 2007   |  | 17.50                         | % |  | 0.75        | % |  | $                     | 84,024,000 
|January 1, 2008  December 31, 2008   |  | 17.50                         | % |  | 1.00        | % |  | $                     | 95,583,000 
|January 1, 2009  December 31, 2009   |  | 6.67                          | % |  | 1.25        | % |  | $                     | 105,708,000
|January 1, 2010  December 31, 2010   |  | 6.66                          | % |  | 1.40        | % |  | $                     | 116,137,000
|January 1, 2011  December 31, 2011** |  | 6.66                          | % |  | 1.50        | % |  | $                     | 127,814,000
|January 1, 2012  December 31, 2012** |  | *                             | * |  | 1.50        | % |  | $                     | 127,814,000
|January 1, 2013  December 31, 2013** |  | *                             | * |  | 1.50        | % |  | $                     | 127,814,000

---

|** | See paragraph (vi) below.
|-- | -------------------------



(iii) If AmericasBanks ROAA for any period is less than 95% of the ROAA Hurdle for that period, then the number of options that are eligible to vest
one year after the last day of that period as shown in the chart above will be reduced (but not below zero) by the same percentage as the percentage by which the ROAA Hurdle for that period exceeds AmericasBanks ROAA for that period. The
adjustments set forth in this paragraph (iii) is in addition to the adjustments set forth in paragraph (iv) below. The computations required under this paragraph (iii) will be made before giving effect to any adjustment required under paragraph (iv)
below.



(iv) If AmericasBanks average assets for any
period is less than 95% of the Average Assets Hurdle for that period, then the number of options that are eligible to vest one year after the last day of that period as shown in the chart above will be reduced (but not below zero) by the same
percentage as the percentage by which the Average Assets Hurdle for that period exceeds AmericasBanks average assets for that period. The adjustments set forth in this paragraph (iv) are in addition to the adjustments set forth in paragraph
(iii) above. The computations required under this paragraph (iv) will be made before giving effect to any adjustment required under paragraph (iii) above.



(v) Notwithstanding the provisions of paragraph (ii), paragraph (iii), and paragraph (iv) above, but subject to the provisions of paragraph A, paragraph
B, and paragraph C under Vesting Adjustments below, if, for any period, any options fail to vest as a result of the application of paragraph (ii), paragraph (iii), and/or paragraph (iv) above, but AmericasBanks ROAA for the
applicable period exceeds the ROAA Hurdle for that period or AmericasBanks average assets for the applicable period exceeds the Average Assets Hurdle for that period, then the number of options that are eligible to vest one year after
the last day of that period as shown in the chart above will be reduced (but not below zero) in accordance with the following formula:



P = (B-A)



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Where:



P = the percentage reduction in the number of options that are eligible to vest one year after the last day of that period;



A = (i) if AmericasBanks ROAA for the applicable period exceeds the
ROAA Hurdle for that period, the amount of such excess (expressed as a percentage); or (ii) if AmericasBanks average assets for the applicable period exceeds the Average Assets Hurdle for that period, the amount of such excess (expressed as a
percentage); and



B = (i) if the ROAA Hurdle for the
applicable period exceeds AmericasBanks ROAA for that period, the amount of such excess (expressed as a percentage); or (ii) if the Average Assets Hurdle for the applicable period exceeds AmericasBanks average assets for that period, the
amount of such excess (expressed as a percentage);



provided,
however, that if, for any period, P is less than or equal to zero, then no reduction in the number of options that are eligible to vest one year after the end of that period shall be made under paragraph (iii) or paragraph (iv) above or this
paragraph (v).



(vi) If the vesting criteria under paragraph
(ii) under General Vesting Rules above for the period commencing on January 1, 2011 and ending on December 31, 2011 are satisfied, then no additional vesting will occur for the period commencing on January 1, 2012 and ending on December
31, 2012 or the period commencing on January 1, 2013 and ending on December 31, 2013. If the vesting criteria under paragraph (ii) under General Vesting Rules above for the period commencing on January 1, 2011 and ending on December 31,
2011 are not satisfied, but the vesting criteria for the period commencing on January 1, 2012 and ending on December 31, 2012 are satisfied, then no additional vesting will occur for the period commencing on January 1, 2013 and ending on December
31, 2013.



In addition, all options generally will immediately
vest upon a change of control (as defined in the new management employees employment agreement) or if the employee is terminated without cause or terminates his employment for good reason, as described in the employment agreement.
Also, any options that remain unvested as of December 31, 2014 will terminate.



Vesting Adjustments. The vesting provisions set forth under General Vesting Rules above will be subject to adjustment as follows:



A. Charge-Off Amount Adjustment. If, for any period shown in the chart above, the Charge-Off Amount (defined below)
is greater than the Charge-Off Threshold, then the number of options that are eligible to vest one year after the last day of that period under General Vesting Rules above will be reduced by 5% (but not below zero) for each 0.1% by which
the Charge-Off Amount exceeds 0.3%.



Charge-Off
Amount means, for any fiscal period, the aggregate amount of loan and lease charge-offs made by AmericasBank, as determined in accordance with generally accepted accounting principles and bank regulatory requirements.



Charge-Off Threshold means, for any fiscal period, 0.3% of
AmericasBanks aggregate gross loans and leases extended during such period, as determined in accordance with generally accepted accounting principles and bank regulatory requirements.



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The adjustments set forth in this paragraph A are in addition to the adjustments set forth in paragraph B
and paragraph C below. The computations required under this paragraph A will be made before giving effect to any adjustment required under paragraph B and paragraph C(ii) below.



B. Non-Performing Amount Adjustment. If, as of the last day of any period shown in the chart above, the
Non-Performing Amount (defined below) is greater than the Non-Performing Threshold (defined below), then the number of options that are eligible to vest one year after the last day of that period under General Vesting Rules above will be
reduced by 5% (but not below zero) for each 0.1% by which the Non-Performing Amount exceeds 1.0%.



Non-Performing Amount means, as of any determination date, the amount of AmericasBanks total loans and leases outstanding that have been
classified as non-performing (or similar status) by AmericasBank. Non-Performing Threshold means, as of any determination date, 1.0% of AmericasBanks total loans and leases outstanding, as determined in accordance with
generally accepted accounting principles and bank regulatory requirements.



The adjustments set forth in this paragraph B are in addition to the adjustments set forth in paragraph A above and paragraph C below. The computations required under this paragraph B will be made before giving effect
to any adjustment required under paragraph A above and paragraph C(ii) below.



C. Regulatory Rating Adjustments.



(i) If, as of the last day of any period as shown in the chart above commencing on or after the earlier of



(a) December 31, 2005, or



(b) the first date on which AmericasBanks overall composite rating is better than or equal to 2,



AmericasBanks overall composite rating is 3 or lower,
then none of the options that are eligible to vest one year after the last day of that period under General Vesting Rules above will vest.



(ii) If, as of the last day of any period as shown in the chart above commencing on or after the earlier of



(a) December 31, 2005, or



(b) the first date on which AmericasBanks overall composite rating is
better than or equal to 2,



the rating for
AmericasBanks management and/or asset quality is 3 or lower, then the number of options that are eligible to vest one year after the last day of that period under General Vesting Rules above will be reduced by 50%. The adjustments
set forth in this paragraph C(ii) are in addition to the adjustments set forth in paragraph A and paragraph B above. The computations required under this paragraph C(ii) will be made before giving effect to any adjustment required under paragraph A
and paragraph B above.



(iii) If, as of the
last day of any period as shown in the chart above commencing on or after the earlier of



(a) December 31, 2005, or



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(b) the first date on which the rating for AmericasBanks overall composite rating
is better than or equal to 2,



the rating for AmericasBanks management
and/or asset quality has been 3 or lower for two consecutive periods, then none of the options that are eligible to vest one year after the last day of that period under General Vesting Rules above will vest.



In the event any of our outstanding warrants are exercised, other than in
connection with a cashless exercise, we will grant Messrs. Anders, Rever and Muncks, either pursuant to a stockholder approved stock option plan or otherwise, options to purchase additional shares of common stock at an exercise price equal to, as of
the date of exercise of the warrant, the lesser of the fair market value of our common stock or the warrant exercise price. The number of options we will grant in such event will equal an amount such that our management would own, assuming the
exercise of all options held by management, the same percentage of us both before and after the exercise of the warrants.



The following table sets forth information on the aggregate number of shares of common stock underlying unexercised options held as of December 31, 2004
by Messrs. Anders, Rever and Muncks.



Aggregate Options Table



|               |  |                                                                        |  |                                                                |  |             |   |               |   |  
|-------------- |  | ---------------------------------------------------------------------- |  | -------------------------------------------------------------- |  | ----------- | - | ------------- | - | -
|               |  | Number of SecuritiesUnderlying UnexercisedOptions at December 31, 2004 |  | Value of Unexercised in-the-Money Options at December 31, 2004
|Name           |  | Exercisable                                                            |  | Unexercisable                                                  |  | Exercisable |   | Unexercisable
|Mark H. Anders |  | 32,000                                                                 |  | 320,000                                                        |  | $           | 0 |               | $ | 0
|A. Gary Rever  |  | 26,750                                                                 |  | 267,500                                                        |  | $           | 0 |               | $ | 0
|John D. Muncks |  | 21,500                                                                 |  | 215,000                                                        |  | $           | 0 |               | $ | 0



The exercise price of
these options is $2.00 per share. The market value of the common stock was $1.85 per share, which is the sales price at which shares of common stock were last sold in over the counter trading on December 31, 2004.



Employment Agreements



AmericasBank has entered into employment agreements with each of Mark H. Anders, A. Gary Rever and John D. Muncks.



Mark H. Anders



Effective July 18, 2003, AmericasBank entered into an employment agreement
with Mr. Anders. Pursuant to the agreement, Mr. Anders will serve as the President and Chief Executive Officer of AmericasBank. The agreement has an initial term of five years. After the first anniversary date and continuing on each anniversary date
thereafter, the agreement will be extended for an additional year such that the remaining term shall be five years unless written notice of non-renewal is provided to Mr. Anders at least ten and not more than 30 days following the anniversary date.



The agreement provides for an initial salary of $125,000. The
compensation committee of the board of directors, which currently is comprised of directors Mark D. Noar, (Chairman), Nicholas J. Belitsos, M.D., J. Clarence Jameson, III, Savas F. Karas, and Ramon F. Roig, M.D., will review Mr. Anders base
salary annually and Mr. Anders will be entitled to a five percent increase if he receives a satisfactory performance evaluation from the compensation committee. The agreement does not provide standards that Mr. Anders must meet to achieve a
satisfactory performance evaluation; rather such standards will be determined by the compensation committee in its discretion. In addition, the base salary will be renegotiated upwards when and if AmericasBank achieves a one percent return on
average assets, as defined under general accounting principles of the banking industry, for any



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fiscal year. Mr. Anders is also entitled to participate in the 2004 Stock Incentive Plan in addition to any other bonus,
incentive or other executive compensation programs made available to senior management of AmericasBank. See Incentive Compensation - 2004 Stock Incentive Plan.



The agreement terminates upon Mr. Anders death, permanent disability or by mutual written agreement. In
addition, Mr. Anders may terminate the agreement within six months following a change in control, as described below, for good reason as described in the agreement or without good reason by providing sixty days prior written notice.
AmericasBank may terminate the agreement for certain events constituting cause as described in the agreement, subject to a notice and cure period described in the agreement and determination of cause by two-thirds of the non-employee members of the
board of directors. AmericasBank may also terminate the agreement without cause provided that it provides sixty days prior written notice to Mr. Anders.



If Mr. Anders terminates the agreement for good reason, or if AmericasBank terminates Mr. Anders employment without cause and a change in control
has not occurred within the immediately preceding six months and AmericasBank has less than a .75% return on average assets for the immediately proceeding twelve months, than Mr. Anders is entitled to severance pay and liquidated damages in amount
equal to his monthly base salary, to be paid in monthly installments, for a period of one year. If AmericasBank has a return on average assets greater than .75% but less than 1%, Mr. Anders is entitled to an amount equal to his monthly base salary,
to be paid in monthly installments, for a period of eighteen months. If AmericasBank has a return on average assets greater than 1%, Mr. Anders is entitled to an amount equal to his monthly base salary, to be paid in monthly installments, for a
period of two years.



Pursuant to the employment agreement, a
change in control will occur upon:



| |  |  | the acquisition, by any person or persons acting in concert of the then outstanding voting securities of either AmericasBank or AmericasBank Corp., if, after the transaction, the
acquiring person (or persons) owns, controls or holds with power to vote fifty percent (50%) or more of any class of voting securities of AmericasBank or AmericasBank Corp., as the case may be;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the approval, by the stockholders of either AmericasBank or AmericasBank Corp. of a reorganization, merger or consolidation, with respect to which persons who were the stockholders
of either AmericasBank or AmericasBank Corp., as the case may be, immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in
the election of directors of the reorganized, merged or consolidated companys then outstanding voting securities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the sale, transfer or assignment of all or substantially all of the assets of the AmericasBank or AmericasBank Corp. to any third party; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | within any twelve-month period (beginning one year after the effective date of the employment agreement) the persons who were directors of AmericasBank immediately before the
beginning of such twelve-month period (the Incumbent Directors) cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the effective date of the employment agreement
will be deemed to be an Incumbent Director if that director was elected to such board of directors by, or on the recommendation of or with the approval of, a majority of the directors who then qualified as Incumbent Directors.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event a change in control has occurred as
described in the first three provisions above and the employment agreement is terminated, Mr. Anders is entitled to the following:



| |  |  | If the price paid by the entity or entities acquiring voting securities, voting control or assets is less than the then current book value of AmericasBank or AmericasBank Corp., Mr.
Anders will receive a lump sum payment equal to his current annual base salary;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | If the price paid is equal or greater than book value but less than two times book value, Mr. Anders will receive a lump sum payment using the calculations involving return on
average assets as provided in the event Mr. Anders terminates the agreement for good reason as described above; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If the price paid is equal or greater than two times book value, Mr. Anders will receive a lump sum payment equal to 2.99 times his average annual salary over the prior five years
and will be paid such lump sum within 30 days of the effective date of termination of the employment agreement.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event a change in control has occurred as described in the fourth provision above and the employment agreement is terminated, Mr. Anders is
entitled to a lump sum payment using the calculations involving return on average assets as provided in the event Mr. Anders terminates the agreement for good reason as described above.



In the event a change in control occurred, Mr. Anders would receive:



| |  |  | $125,000 if the price paid by the entity or entities acquiring voting securities, voting control or assets was less than current book value;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if the price paid was equal or greater than book value but less than two times book value or if the change in control occurs pursuant to the fourth change in control provision
described above:
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $125,000 if the return on average assets is less than .75%;
| | - |  | -----------------------------------------------------------



| |  |  | $187,500 if the return on average assets if greater than .75% but less than 1%; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | $250,000 if the return on average assets is greater than 1%
| | - |  | -----------------------------------------------------------



| |  |  | $373,750 if the price paid was equal to or greater than two times book value.
| | - |  | -----------------------------------------------------------------------------



Mr. Anders agreement also contains a provision whereby AmericasBank agrees to maintain in an escrow account an amount equal to Mr. Anders
annual base salary. These escrowed funds are to be used as a source or partial source of any of the termination payments described above. Currently, Mr. Anders is waiving this requirement.



A. Gary Rever and John D. Muncks



On July 28, 2003 and August 4, 2003, AmericasBank entered into employment
agreements with Mr. Muncks and Mr. Rever, respectively. Mr. Rever serves as an Executive Vice President and the Chief Financial Officer while Mr. Muncks serves as an Executive Vice President and the Chief Lending Officer. Mr. Revers agreement
has an initial term of five years. After the third anniversary date and continuing on each anniversary date thereafter, the agreement will be extended for an additional year such that the remaining term shall be three years unless written notice of
non-renewal is provided to Mr. Rever at least ten and not more than 30 days following the anniversary date. Mr. Muncks agreement has an initial term of three years. After the second anniversary date and continuing on each anniversary date
thereafter, the agreement will be extended for an additional year such that the remaining term shall be two years unless written notice of non-renewal is provided to Mr. Muncks at least ten and not more than 30 days following the anniversary date.



Mr. Revers agreement provides for an initial salary of
$105,000 and Mr. Muncks agreement provides for an initial salary of $95,000. Mr. Rever and Mr. Muncks base salaries will be reviewed annually by the



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compensation committee of the board of directors and each will be entitled to receive a five percent increase if he
receives a satisfactory performance evaluation from the compensation committee. Mr. Revers and Mr. Muncks agreements do not provide standards that they must meet to achieve a satisfactory performance evaluation; rather such standards
will be determined by the

compensation committee in its discretion. In addition, their base salaries will be renegotiated upwards when and if AmericasBank
achieves a one percent return on average assets for any fiscal year. Mr. Rever and Mr. Muncks also are entitled to participate in the 2004 Stock Incentive Plan in addition to any other bonus, incentive or other executive compensation programs made
available to senior management of AmericasBank. See - Incentive Compensation - 2004 Stock Incentive Plan.



The agreements have the same termination provisions as those found in Mr. Anders employment agreement. If Mr. Rever or Mr. Muncks terminates their
agreement for good reason, or if AmericasBank terminates their employment without cause and a change in control has not occurred within the immediately preceding six months and AmericasBank has less than a .75 % return on average assets for the
immediately proceeding twelve months, than Mr. Rever and Mr. Muncks are entitled to severance pay and liquidated damages in amount equal to their monthly base salary, to be paid in monthly installments, for a period of nine months. If AmericasBank
has a return on average of assets greater than 1%, Mr. Rever and Mr. Muncks are entitled to an amount equal to their monthly base salary, to be paid in monthly installments, for a period of one year.



In the event a change in control has occurred as described in the first three
change in control provisions described for Mr. Anders and the employment agreements are terminated, Mr. Rever and Mr. Muncks are entitled to the following:



| |  |  | If the price paid by the entity or entities acquiring voting securities, voting control or assets is less than the then current book value of AmericasBank or AmericasBank Corp., Mr.
Rever and Mr. Muncks will receive a lump sum payment equal to 75% of their current annual base salary; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If the price paid is equal or greater than book value but less than two times book value, Mr. Rever and Mr. Muncks will receive a lump sum payment equal to 1.00 times their average
annual salary over the prior five years and will be paid such lump sum within 30 days of the effective date of termination of the employment agreement.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The fourth change in control provision described above in Mr. Anders employment agreement does not
constitute a change in control under Mr. Revers and Mr. Muncks employment agreements.



In the event a change in control occurred as of December 31, 2004, Mr. Rever would receive $78,750 if the price paid was less than book value and $105,000
if the price paid was equal or greater than book value but less than two times book value. Mr. Muncks would receive $71,250 if the price paid was less than book value and $95,000 if the price paid was equal to or greater than book value but less
than two times book value.



Mr. Revers and Mr.
Muncks agreements also contain a provision whereby AmericasBank agrees to maintain in an escrow account an amount equal to 75% of their annual base salary. These escrowed funds are to be used as a source or partial source of any of the
termination payments described above. Currently, Messers Rever and Muncks are waiving this requirement.



All three employment agreements contain a non-competition clause. Pursuant to this clause, Mr. Anders, Mr. Rever and Mr. Muncks agree that upon
termination of their employment for any reason, thereafter for a period equal to the greater of six months or the period during which they are receiving termination payments, they will not, within a 20 mile radius of AmericasBanks main office,
either directly or indirectly, on their behalf or in the service or on behalf of others, work in any capacity which involves duties and responsibilities similar to those they perform for us or engage in any business which is the same or essentially
the same as ours.



In addition to the non-competition clause,
all three agreements contain a non-solicitation clause. Pursuant to this clause, Mr. Anders, Mr. Rever and Mr. Muncks agree that upon termination of their employment for any



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reason, thereafter for a period equal to the greater of 12 months or the period during which they are receiving
termination payments, they will not, within a 20 mile radius of AmericasBanks main office, solicit or divert or attempt to solicit or divert our customers, including actively sought potential customers, with whom Mr. Anders, Mr. Rever or Mr.
Muncks had material contact during the last two years of their respective employment, for products or services that are competitive with ours. In addition, Mr. Anders, Mr. Rever and Mr. Muncks agree not to solicit, recruit or hire away, either
directly or indirectly, an employee of AmericasBank or any affiliate.



The non-competition and non-solicitation of customer clauses may be waived with our prior written consent.



Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Securities Authorized for Issuance Under Equity Compensation Plans



The following table sets forth certain information as of December 31, 2004, with respect to compensation plans under which
equity securities of AmericasBank Corp. are authorized for issuance.



Equity Compensation Plan Information



|                                                              |  |                                                                                         |  |                                                                         |       |                                                                                                                                                 |        
|------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------- | -------
|Plan category                                                 |  | Number of securities to be issued upon exercise of outstanding options and warrants (a) |  | Weighted-average exercise price of outstanding options and warrants (b) |       | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in
column (a)) (c)
|1998 equity compensation plan approved by security holders(1) |  | 24,180                                                                                  |  | $                                                                       | 10.12 |                                                                                                                                                 | 49,820 
|2004 equity compensation plan approved by security holders(2) |  | 1,144,500                                                                               |  | $                                                                       | 2.00  |                                                                                                                                                 | 138,621

---

|(1) | Refers to the AmericasBank Corp. 1998 Stock Option Plan.
|--- | --------------------------------------------------------

|(2) | Refers to the AmericasBank Corp. 2004 Stock Incentive Plan.
|--- | -----------------------------------------------------------



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Security Ownership



The following table sets forth the beneficial ownership of AmericasBank Corp.s capital stock as of March 11, 2005 by (i) persons believed by
AmericasBank Corp. to beneficially own more than five percent (5%) of the common stock; (ii) AmericasBank Corp.s directors and executive officers; and (iii) all directors and executive officers of AmericasBank Corp. as a group. Unless
otherwise noted below, we believe that each person named in the table has or will have the sole voting and sole investment power with respect to each of the securities reported as owned by such person.



|                                                                     |  |                       |  |                                 |  |                                |  |                                                         |  |                                 |  
|-------------------------------------------------------------------- |  | --------------------- |  | ------------------------------- |  | ------------------------------ |  | ------------------------------------------------------- |  | ------------------------------- | -
|Name and Address of Beneficial Owner
(1)                             |  | Shares ofCommon Stock |  | Warrants toPurchaseCommon Stock |  | Options toPurchaseCommon Stock |  | Total Number ofShares of CommonStock Beneficially Owned |  | Percent ofCommon StockOwnership |  
|Lee W. Warner (2)                                                    |  | 135,000               |  | 125,000                         |  | 280                            |  | 260,280                                                 |  | 6.69                            | %
|Mark H. Anders (3)                                                   |  | 25,000                |  |                                |  | 32,000                         |  | 57,000                                                  |  | 1.50                            | %
|Nicholas J. Belitsos, M.D (4)                                        |  | 106,034               |  | 96,034                          |  | 1,560                          |  | 203,628                                                 |  | 5.27                            | %
|J Clarence Jameson, III (5)                                          |  | 190,000               |  | 295,365                         |  |                               |  | 485,365                                                 |  | 11.95                           | %
|Savas J. Karas                                                       |  | 250                   |  |                                |  |                               |  | 250                                                     |  | 0.01                            | %
|John D. Muncks (6)                                                   |  | 25,000                |  |                                |  | 21,500                         |  | 46,500                                                  |  | 1.23                            | %
|Mark D. Noar, M.D. (7)                                               |  | 52,510                |  | 92,510                          |  | 860                            |  | 145,880                                                 |  | 3.78                            | %
|Kenneth D. Pezzulla (8)                                              |  | 6,300                 |  | 13,050                          |  | 11,560                         |  | 30,910                                                  |  | 0.82                            | %
|A. Gary Rever (9)                                                    |  | 25,000                |  |                                |  | 26,750                         |  | 51,750                                                  |  | 1.36                            | %
|Ramon F. Roig, M.D. (10)                                             |  | 63,100                |  | 98,100                          |  | 1,720                          |  | 162,920                                                 |  | 4.21                            | %
|Graylin E. Smith                                                     |  | 250                   |  |                                |  |                               |  | 250                                                     |  | 0.01                            | %
|John C. Weiss, III                                                   |  | 250                   |  |                                |  |                               |  | 250                                                     |  | 0.01                            | %
|                                                                     |  |                       |  |                                 | 
|Directors and Officers as a Group, twelve (12) people                |  | 628,694               |  | 720,059                         |  | 96,230                         |  | 1,444,983                                               |  | 31.53                           | %
|                                                                     |  |                       |  |                                 | 
|John Sheldon Clark 1633 Broadway, 30th Floor New York, NY 10019 (11) |  | 270,000               |  |                                |  |                               |  | 270,000                                                 |  | 7.17                            | %

---

|(1) | Unless otherwise indicated, the address of each person listed in the foregoing table is the address of AmericasBank Corp.
|--- | -------------------------------------------------------------------------------------------------------------------------



The total number of shares beneficially owned includes shares of capital stock owned by the
named persons as of March 11, 2005 and shares of common stock subject warrants and/or options held by the named persons that are exercisable as of, or within 60 days of, March 11, 2005.



The shares of common stock subject to warrants or options are deemed outstanding for the purpose of computing the percentage ownership of
the person holding the warrants or options, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.



|(2) | 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(3) | 25,000 of the shares of common stock are held for the benefit of Mr. Anders IRA, as to which Mr. Anders has sole voting and investment power.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(4) | 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; 51,000 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; 700 shares of the common stock and 700 warrants are held by dependent
children; 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(5) | 154,650 of the shares of common stock and 274,065 of the warrants are held jointly with Mr. Jamesons wife, as to which Mr. Jameson shares voting and investment power; 25,700
of the shares of 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 9,600 of the shares of the common stock and 2,600 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | 25,000 of the shares of common stock are held for the benefit of Mr. Muncks IRA, as to which Mr. Muncks has sole voting and investment power.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(7) | 34,265 of the shares of common stock and 50,265 of the warrants are held jointly with Dr. Noars wife, as to which Dr. Noar shares voting and investment power; 13,821 of the
shares of common stock and 37,821 of the warrants are held by dependent children; 2,187 of the shares of the common stock and 2,187 of the warrants are held for the benefit of Dr. Noars IRA, as to which Dr. Noar has sole voting and investment
power; and 2,187 of the shares of the common stock and 2,187 of the warrants are held by Dr. Noars wifes IRA.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | 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 and
3,250 shares of common stock and 10,000 warrants are held jointly with Mr. Pezzullas wife.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | 25,000 of the shares of common stock are held for the benefit of Mr. Revers IRA, as to which Mr. Rever has sole voting and investment power.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(10) | 3,000 of the shares of the 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; 3,000
shares are held jointly with Dr. Roigs wife; 42,100 of the shares of common stock and 42,100 of the warrants are held for the benefit of Raymond F. Roig, Jr., M.D. P.A. Profit Sharing Plan & 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 shares of
common stock and warrants held for the benefit of his wifes IRA.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Based on information filed with the Securities and Exchange Commission by John Sheldon Clark, Mr. Clark has indicated that he has beneficial ownership of 270,000 shares of common
stock.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 12. Certain Relationships and Related
Transactions



AmericasBank has had in the past, and expects to
have in the future, banking transactions with directors and executive officers and the business and professional organizations in which they are associated in the ordinary course of business. Any loans and loan commitments are made in accordance
with all applicable laws. In the opinion of management, these transactions do not and will not involve more than the normal risk of collectibility or present other unfavorable features. Directors or officers with any personal interest in any loan
application are excluded from considering any such loan application. The aggregate amount of loans outstanding at December 31, 2004 and 2003 to AmericasBanks directors, officers and their affiliates was approximately $394,959 and $1,127,242.



Mr. Karas has provided and may continue to provide
consulting services to AmericasBank Corp. and AmericasBank. For the years ended December 31, 2004 and 2003, we paid Mr. Karas an aggregate of $20,000 and $0, respectively, for these services.



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In addition to the foregoing provisions regarding the terms of our banking transactions with our
directors and executive officers, any business transactions with our or AmericasBanks directors, executive officers or holders of five percent or more of our capital stock, will be made on terms that are no less favorable to us and
AmericasBank than those that could be obtained from unaffiliated third parties.



Item 13. Exhibits



The following exhibits are filed
with or incorporated by reference into this report.



|            |  |                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                         
|*3.1        |  | Articles of Incorporation of AmericasBank Corp.                                                                                
|            | 
|3.2         |  | Articles of Amendment                                                                                                          
|            | 
|3.3         |  | Articles Supplementary adding Series A Preferred Stock                                                                         
|            | 
|3.4         |  | Articles Supplementary removing Series A Preferred Stock                                                                       
|            | 
|##3.5       |  | Second Amended and Restated Bylaws of AmericasBank Corp.                                                                       
|            | 
|*4.1        |  | Form of Common Stock Certificate of AmericasBank Corp.                                                                         
|            | 
|*4.2        |  | Form of Purchase Warrant, Series A                                                                                             
|            | 
|*4.3        |  | Form of Purchase Warrant, Series B                                                                                             
|            | 
|*4.4        |  | Form of Purchase Warrant, Series C                                                                                             
|            | 
|*4.5        |  | Form of Purchase Warrant, Series E                                                                                             
|            | 
|*10.1       |  | Amended Employment Agreement between Mark H. Anders and AmericasBank                                                           
|            | 
|*10.2       |  | Amended Employment Agreement between A. Gary Rever and AmericasBank                                                            
|            | 
|*10.3       |  | Amended Employment Agreement between John D. Muncks and AmericasBank                                                           
|            | 
|*10.4       |  | AmericasBank Corp. 1998 Stock Option Plan                                                                                      
|            | 
|@10.5       |  | AmericasBank Corp. 2004 Stock Incentive Plan                                                                                   
|            | 
|@10.6       |  | Form of Incentive Stock Option Grant Agreement for Employees other than Mark H. Anders, A. Gary Rever and John D. Muncks       
|            | 
|#10.7       |  | Incentive Stock Option Grant Agreement dated March 11, 2004 between AmericasBank Corp. and Mark H. Anders                      
|            | 
|#10.8       |  | Incentive Stock Option Grant Agreement dated March 11, 2004 between AmericasBank Corp. and A. Gary Rever                       
|            | 
|#10.9       |  | Incentive Stock Option Grant Agreement dated March 11, 2004 between AmericasBank Corp. and John D. Muncks                      
|            | 
|*10.10      |  | Lease agreement between Highlandtown Village Shopping Center and AmericasBank                                                  
|            | 
|**14        |  | Code of Ethics for Senior Financial Officers                                                                                   
|            | 
|*21.        |  | Subsidiaries of AmericasBank Corp.                                                                                             
|            | 
|23.1        |  | Consent of Independent Registered Public Accounting Firm                                                                       
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                             
|            | 
|31.2        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                             
|            | 
|32          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



The exhibits which are
denominated with an asterisk (*) were previously filed by AmericasBank Corp. as a part of, and are hereby incorporated by reference from, AmericasBank Corp.s Registration Statement on Form SB-2, as amended, under the Securities Act of 1933,
Registration Number 333-110947.



The exhibit which is
denominated with two asterisks (**) were previously filed by AmericasBank Corp as a part of, and is hereby incorporated by reference from, AmericasBank Corp.s Annual Report on Form 10-KSB filed on March 30, 2004.



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The exhibits which are denominated with the number sign (#) were previously filed by AmericasBank Corp as
a part of, and are hereby incorporated by reference from, AmericasBank Corp.s Quarterly Report on Form 10-QSB filed on May 14, 2004.



The exhibit which is denominated with two numbers signs (##) was previously filed by AmericasBank Corp as a part of, and is hereby incorporated by
reference from, AmericasBank Corp.s Quarterly Report on Form 10-QSB filed on August 13, 2004.



The exhibits which are denominated with the at sign (@) were previously filed by AmericasBank Corp. as a part of, and are hereby incorporated by reference
from, AmericasBank Corp.s Registration Statement on Form S-8, under the Securities Act of 1933, as amended (Registration Number 333-119373).



Note: Exhibits 10.1 through 10.9, relate to management contracts or compensatory plans or arrangements.



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Item 14. Principal Accountant Fees and Services.



Audit and Non-Audit Fees



The following table presents fees for professional audit services rendered by Rowles & Co, LLP for the audit of AmericasBank Corp.s annual
consolidated financial statements for the years ended December 31, 2004 and December 31, 2003 and fees billed for other services rendered by Rowles & Co., LLP during those periods.



|                     |  |              |        |      |   |       
|-------------------- |  | ------------ | ------ | ---- | - | ------
|                     |  | December 31,
|                     |  | 2004         |        | 2003
|Audit fees(1)        |  | $            | 30,519 |      | $ | 24,677
|Audit related fee(2) |  |              | 5,934  |      |   | 8,264 
|Tax fees(3)          |  |              | 4,576  |      |   | 5,118 
|All other fees(4)    |  |              | 648    |      |   | 7,299 
|                     |  |              |        |      |   |       
|Total                |  | $            | 41,677 |      | $ | 45,358
|                     |  |              |        |      |   |       

---

|(1) | Audit Fees consist of fees billed for professional services rendered for the audit of AmericasBank Corp.s consolidated annual financial statements and review of the interim
consolidated financial statements included in quarterly reports, and services that are normally provided by Rowles & Company in connection with statutory and regulatory filings or engagements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of AmericasBank Corps
consolidated financial statements and are not reported under Audit Fees.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax Fees consist of fees billed for professional services rendered for federal and state tax compliance, tax advice and tax planning.
|--- | -------------------------------------------------------------------------------------------------------------------------------------

|(4) | All Other Fees consist of fees for services other than the services reported above. In 2003, this category included internal audits.
|--- | ------------------------------------------------------------------------------------------------------------------------------------



Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Auditor



Before the accountant is engaged by
AmericasBank Corp. or AmericasBank to render any audit or non-audit services, the engagement is approved by AmericasBank Corp.s audit committee.



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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: March 29, 2005 |  | By:                |  | /s/ Mark H. Anders       
|                     |  |                    |  | Mark H. Anders, President



In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                         |  |                                                                                                                                                |  |               
|-------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Name                                                     |  | Position                                                                                                                                       |  | Date          
|/s/ Lee W. WarnerLee W. Warner                           |  | Chairman, Director                                                                                                                             |  | March 30, 2005
|                                                         |  |                                                                                                                                               
|/s/ Mark H. AndersMark H. Anders                         |  | President, CEO and Principal Executive Officer;
Director                                                                                       |  | March 29, 2005
|                                                         |  |                                                                                                                                               
|/s/ Nicholas J. Belitsos, M.D.Nicholas J. Belitsos, M.D. |  | Secretary, Director                                                                                                                            |  | March 30, 2005
|                                                         |  |                                                                                                                                               
|/s/ J. Clarence Jameson, IIIJ. Clarence Jameson, III     |  | Director                                                                                                                                       |  | March 29, 2005
|                                                         |  |                                                                                                                                               
|/s/ Savas J. KarasSavas J. Karas                         |  | Director                                                                                                                                       |  | March 30, 2005
|                                                         |  |                                                                                                                                               
|/s/ Mark D. Noar, M.DMark D. Noar, M.D.                  |  | Vice Chairman; Director                                                                                                                        |  | March 29, 2005
|                                                         |  |                                                                                                                                               
|/s/ Kenneth D. PezzullaKenneth D. Pezzulla               |  | Director                                                                                                                                       |  | March 29, 2005
|                                                         |  |                                                                                                                                               
|/s/ A. Gary ReverA. Gary Rever                           |  | Executive Vice President, Chief Financial Officer;
Principal Financial Officer and Principal Accounting Officer;
Director, Assistant Secretary |  | March 29, 2005
|                                                         |  |                                                                                                                                               
|/s/ Ramon Roig, M.D.Ramon F. Roig, M.D.                  |  | Director                                                                                                                                       |  | March 29, 2005
|                                                         |  |                                                                                                                                               
|/s/ Graylin E. SmithGraylin E. Smith                     |  | Director                                                                                                                                       |  | March 30, 2005
|                                                         |  |                                                                                                                                               
|/s/ John C. Weiss, IIIJohn C. Weiss, III                 |  | Director                                                                                                                                       |  | March 29, 2005



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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION

15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS



AmericasBank Corp. has not sent and will not send to its security holders an annual report other than this annual report on Form 10-KSB. Subsequent to the
date of this filing, AmericasBank Corp. intends to provide proxy materials to its security holders in connection with its annual meeting of security holders. A copy of such proxy materials will be furnished to the Securities and Exchange Commission
for its information and AmericasBank Corp. understands that such materials will not be considered to be filed or subject to the liabilities of Section 18 of the Exchange Act.



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EXHIBIT INDEX



|            |  |                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                         
|*3.1        |  | Articles of Incorporation of AmericasBank Corp.                                                                                
|            | 
|3.2         |  | Articles of Amendment                                                                                                          
|            | 
|3.3         |  | Articles Supplementary adding Series A Preferred Stock                                                                         
|            | 
|3.4         |  | Articles Supplementary removing Series A Preferred Stock                                                                       
|            | 
|##3.5       |  | Second Amended and Restated Bylaws of AmericasBank Corp.                                                                       
|            | 
|*4.1        |  | Form of Common Stock Certificate of AmericasBank Corp.                                                                         
|            | 
|*4.2        |  | Form of Purchase Warrant, Series A                                                                                             
|            | 
|*4.3        |  | Form of Purchase Warrant, Series B                                                                                             
|            | 
|*4.4        |  | Form of Purchase Warrant, Series C                                                                                             
|            | 
|*4.5        |  | Form of Purchase Warrant, Series E                                                                                             
|            | 
|*10.1       |  | Amended Employment Agreement between Mark H. Anders and AmericasBank                                                           
|            | 
|*10.2       |  | Amended Employment Agreement between A. Gary Rever and AmericasBank                                                            
|            | 
|*10.3       |  | Amended Employment Agreement between John D. Muncks and AmericasBank                                                           
|            | 
|*10.4       |  | AmericasBank Corp. 1998 Stock Option Plan                                                                                      
|            | 
|@10.5       |  | AmericasBank Corp. 2004 Stock Incentive Plan                                                                                   
|            | 
|@10.6       |  | Form of Incentive Stock Option Grant Agreement for Employees other than Mark H. Anders, A. Gary Rever and John D. Muncks       
|            | 
|#10.7       |  | Incentive Stock Option Grant Agreement dated March 11, 2004 between AmericasBank Corp. and Mark H. Anders                      
|            | 
|#10.8       |  | Incentive Stock Option Grant Agreement dated March 11, 2004 between AmericasBank Corp. and A. Gary Rever                       
|            | 
|#10.9       |  | Incentive Stock Option Grant Agreement dated March 11, 2004 between AmericasBank Corp. and John D. Muncks                      
|            | 
|*10.10      |  | Lease agreement between Highlandtown Village Shopping Center and AmericasBank                                                  
|            | 
|**14        |  | Code of Ethics for Senior Financial Officers                                                                                   
|            | 
|*21.        |  | Subsidiaries of AmericasBank Corp.                                                                                             
|            | 
|23.1        |  | Consent of Independent Registered Public Accounting Firm                                                                       
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                             
|            | 
|31.2        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                             
|            | 
|32          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



The exhibits which are
denominated with an asterisk (*) were previously filed by AmericasBank Corp. as a part of, and are hereby incorporated by reference from, AmericasBank Corp.s Registration Statement on Form SB-2, as amended, under the Securities Act of 1933,
Registration Number 333-110947.



The exhibit which is
denominated with two asterisks (**) were previously filed by AmericasBank Corp as a part of, and is hereby incorporated by reference from, AmericasBank Corp.s Annual Report on Form 10-KSB filed on March 30, 2004.



The exhibits which are denominated with the number sign (#) were previously
filed by AmericasBank Corp as a part of, and are hereby incorporated by reference from, AmericasBank Corp.s Quarterly Report on Form 10-QSB filed on May 14, 2004.



The exhibit which is denominated with two numbers signs (##) was previously filed by AmericasBank Corp as a part of, and is
hereby incorporated by reference from, AmericasBank Corp.s Quarterly Report on Form 10-QSB filed on August 13, 2004.



The exhibits which are denominated with the at sign (@) were previously filed by AmericasBank Corp. as a part of, and are hereby incorporated by reference
from, AmericasBank Corp.s Registration Statement on Form S-8, under the Securities Act of 1933, as amended (Registration Number 333-119373).



Note: Exhibits 10.1 through 10.9, relate to management contracts or compensatory plans or arrangements.



102