UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K


                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the fiscal year ended:  February 28, 1999

Commission file number:  333-32591


                         FNANB CREDIT CARD MASTER TRUST
             (Exact name of registrant as specified in its charter)


      United States                           58-1897792
     (State or other                         (IRS Employer
      jurisdiction                        Identification No.)
    of incorporation)

 225 Chastain Meadows Court, Kennesaw, Georgia       30144
   (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code: 770 792-4600

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

          On June 26, 1998 and January 15, 1999, the  registrant  filed with the
Securities  and  Exchange  Commission   registration   statements  on  Form  8-A
registering certain FNANB Credit Card Master Trust asset backed certificates.

          Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 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 1                             No _____

---------------
     1    In reliance upon various  no-action letters issued by the Securities
and Exchange  Commission to other trusts which are substantially  similar to the
registrant,  the  registrant  has filed monthly Forms 8-K in lieu of Forms 10-Q.
See,e.g., Banc One Credit Card Master Trust (avail. May 26, 1995).

<PAGE>

          State  the  aggregate  market  value  of  the  voting  stock  held  by
non-affiliates  of the registrant.  The aggregate market value shall be computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock,  as of a specified  date within 60 days prior to the
date of filing. (See definition of affiliate in Rule 405)

          Not Applicable.


                                     PART I

          The FNANB Credit Card Master Trust (the  "Trust") was formed  pursuant
to a Master  Pooling and Servicing  Agreement  dated as of October 30, 1997 (the
"Pooling and Servicing  Agreement")  between First North American National Bank,
as  Transferor  (in such  capacity,  the  "Transferor")  and  Servicer  (in such
capacity,  the  "Servicer"),  and First Union  National  Bank,  as Trustee  (the
"Trustee").  The Trust was  created as a master  trust  under  which one or more
series of asset backed certificates (the  "Certificates")  evidencing  undivided
interests in certain assets of the Trust have been or will be issued pursuant to
a series supplement to the Pooling and Servicing Agreement.

          The assets of the Trust (the "Trust Assets") include  receivables (the
"Receivables")  arising under certain  MasterCard  and VISA credit card accounts
(the  "Accounts")  owned or acquired by the  Transferor and all monies due or to
become due in payment of the  Receivables  (including  recoveries on charged-off
Receivables),  certain interchange fees received by the Transferor in connection
with the  Receivables,  all monies on deposit in certain  bank  accounts  of the
Trust  (including,  to the extent  specified in the related  series  supplement,
investment  earnings on such  amounts),  all proceeds of the foregoing and, with
respect to a particular  series or class of Certificates,  any letter of credit,
guaranteed rate agreement,  maturity guaranty facility, liquidity facility, cash
collateral account,  cash collateral guaranty,  collateral  indebtedness amount,
collateral  interest,  surety bond,  insurance policy,  interest rate protection
agreement,   tax  protection   agreement,   spread  account,   reserve  account,
subordination  arrangement,  cross-support  feature or other similar arrangement
(or any  combination  of the  foregoing)  for the  benefit of the holders of the
Certificates of such series or class.  The Trust will not engage in any activity
other than  acquiring  and  holding  Receivables,  issuing one or more series of
Certificates and any related interest in the Trust and one or more  certificates
evidencing the Transferor's  interest in the Trust,  making payments thereon and
engaging in related activities.  The Trustee holds the Trust Assets in trust for
the benefit of the holders of the  Certificates,  and the Servicer  services the
Receivables.

          As of February 28,  1999,  the Trust had three  outstanding  series of
Certificates. On October 30, 1997, the Trust issued in a private transaction the
Series 1997-1  Variable  Funding  Certificates.  On November 19, 1997, the Trust
issued  in  a  public  transaction  the  Class  A  Floating  Rate  Asset  Backed
Certificates,  Series  1997-2  and  the  Class  B  Floating  Rate  Asset  Backed
Certificates,  Series 1997-2 (together,  the "1997-2 Public  Certificates").  In
addition,  the Trust issued in private  transactions as part of Series 1997-2 an
interest  referred to as the  Collateral  Indebtedness  Interest  and a class of
investor certificates  referred to as the Class D Certificates.  On November 13,
1998, the Trust issued in a public  transaction  the Class A Floating Rate Asset
Backed  Certificates,  Series  1998-1 and the Class B Floating Rate Asset Backed
Certificates,  Series 1998-1  (collectively with the 1997-2 Public Certificates,
the  "Public   Certificates").   In  addition,   the  Trust  issued  in  private
transactions  as  part  of  Series  1998-1  an  interest   referred  to  as  the
Collateralized Trust Obligations and a class of investor  certificates  referred
to as the Class D Certificates. The Trust may issue from time to time additional
series of Certificates evidencing undivided interests in the Trust Assets.

          The  registrant  has prepared  this Form 10-K in reliance upon various
no-action  letters  issued by the  Securities  and Exchange  Commission to other
trusts which are substantially  similar to the Trust. See, e.g., Banc One Credit
Card  Master  Trust  (avail.  May 26,  1995).  Items  designated  herein as "Not
Applicable" have been omitted as a result of such reliance.

Item 1.   Business.

          Not Applicable.

Item 2.   Properties.

          See introductory  statement to Part I above for a description of Trust
          Assets.

Item 3.   Legal Proceedings.

          To the best knowledge of the registrant, there are no material pending
          legal proceedings involving the Trust, the Servicer or the Trustee.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None.


                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.

          (a) To the best knowledge of the  registrant,  there is no established
          public trading market for the Certificates.

          (b) The  Public  Certificates  are  represented  by five  certificates
          registered  in the name of Cede & Co.,  the nominee of The  Depository
          Trust Company ("DTC").

          (c) Not Applicable.

Item 6.   Selected Financial Data.

          Not Applicable.

Item 7.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operation.

          Not Applicable.

Item 8.   Financial Statements and Supplementary Data.

          Not Applicable.

Item 9.   Changes  in and  Disagreements  With  Accountants  on  Accounting  and
          Financial Disclosure.

          None.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

          Not Applicable.

Item 11.  Executive Compensation.

          Not Applicable.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

          (a) The  Public  Certificates  are  represented  by Nine  certificates
          registered  in the  name of Cede & Co.,  and an  investor  holding  an
          interest  in the  Trust  is not  entitled  to  receive  a  certificate
          representing  such interest except in certain  limited  circumstances.
          Accordingly,  Cede & Co. is the sole  holder  of record of the  Public
          Certificates,  which it holds on behalf of brokers, dealers, banks and
          other direct  participants in the DTC system. Such direct participants
          may  hold  Public  Certificates  for  their  own  accounts  or for the
          accounts  of their  customers.  The  address  of Cede & Co. is c/o The
          Depository Trust Company, 7 Hanover Square, New York, New York 10004.

          (b) Not Applicable.

          (c) Not Applicable.

Item 13.  Certain Relationships and Related Transactions.

          (a)  To  the  best  knowledge  of  the   registrant,   there  were  no
          transactions,  or series of  similar  transactions,  during the fiscal
          year ended  February  28, 1999,  and there are no  currently  proposed
          transactions,  or series of similar  transactions,  to which the Trust
          was or is to be a party, in which the amount involved  exceeds $60,000
          and in which any person  known to the  registrant  to own of record or
          beneficially  more than 5.00% of the Public  Certificates had, or will
          have, a direct or indirect material interest.

          (b) Not Applicable.

          (c) Not Applicable.


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

          (a) Documents.

               1. Financial Statements.

               Not Applicable.

               2. Financial Statement Schedules.

               Not Applicable.

               3. Exhibits.

               See Item 14(c).

               (b) Reports on Form 8-K.

               The registrant  filed the following  Current  Reports on Form 8-K
               with respect to the fiscal year ended February 28, 1999:  Current
               Reports on Form 8-K dated March 16, 1998, April 15, 1998, May 15,
               1998,  June 15, 1998, July 15, 1998,  August 17, 1998,  September
               15, 1998, October 15, 1998, November 16, 1998, December 15, 1998,
               January 15, 1999,  February 16, 1999 and March 15, 1999 reporting
               Items   5   and   7(c)   and    providing   the   Series   1997-2
               Certificateholders  Statements  for the months of February  1998,
               March 1998,  April 1998, May 1998, June 1998,  July 1998,  August
               1998, September 1998, October 1998, November 1998, December 1998,
               January  1999  and   February   1999,   and  the  Series   1998-1
               Certificateholders  Statements  for the months of November  1998,
               December 1998, January 1999 and February 1999.

               (c) Exhibits. Exhibits 99.1 Annual Servicer's Certificate.

               (d) Financial Statement Schedules.

               Not Applicable.



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                                  FNANB CREDIT CARD MASTER TRUST

                                                  By: FIRST NORTH AMERICAN
                                                  NATIONAL BANK, as Servicer

                                             By:  /s/ Michael T. Chalifoux
                                                  Michael T. Chalifoux
                                                  Chairman of the Board and
                                                   President

Dated as of: May 21, 1999



                                INDEX TO EXHIBITS

Exhibit           Description
Number            of Exhibit

99.1              Annual Servicer's Certificate