EXHIBIT 99.1












       _______________________________________________________



               FIRST GEORGIA COMMUNITY CORP.
                      AND SUBSIDIARY

              CONSOLIDATED FINANCIAL REPORT
                     DECEMBER 31, 1997

       _______________________________________________________


<PAGE>
            FIRST GEORGIA COMMUNITY CORP.
                   AND SUBSIDIARY


            CONSOLIDATED FINANCIAL REPORT
                   DECEMBER 31, 1997


_________________________________________________________________

                  TABLE OF CONTENTS

                                                            Page

INDEPENDENT AUDITOR'S REPORT ................................1

FINANCIAL STATEMENTS

  Consolidated balance sheets ...............................2
  Consolidated statements of operations .....................3
  Consolidated statements of stockholders'
  equity (deficit) ..........................................4
  Consolidated statements of cash flows ...............5 and 6
  Notes to consolidated financial statements .............7-23






                   INDEPENDENT AUDITOR'S REPORT

__________________________________________________________________

To the Board of Directors
First Georgia Community Corp. and Subsidiary
Jackson, Georgia


     We have  audited  the  accompanying  consolidated  balance
sheets  of First  Georgia  Community  Corp.  and subsidiary as of
December 31, 1997 and 1996,  and the related  consolidated
statements of  operations,  stockholders'  equity (deficit),  and
cash flows for the year ended December 31, 1997 and for the period
from March 15, 1996, date of inception,  to December 31, 1996.
These financial  statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

     In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of First Georgia Community Corp. and subsidiary
as of December 31, 1997 and 1996, and the results  of their
operations  and their cash flows for the year ended  December  31,
1997 and for the period  from March 15, 1996, date of inception, to
December 31, 1996, in conformity with generally accepted accounting
principles.


                                      /s/ MAULDIN & JENKINS, LLC




Atlanta, Georgia
January 22, 1998

<PAGE>
                 FIRST GEORGIA COMMUNITY CORP.
                         AND SUBSIDIARY

                  CONSOLIDATED BALANCE SHEETS
                   DECEMBER 31, 1997 AND 1996
__________________________________________________________________
<TABLE>
<CAPTION>

             Assets                        1997                1996
<S>                                   <C>                    <C>
Cash and due from banks               $ 1,568,017            $ 466,097
Federal funds sold                      4,320,000                    -
Securities available-for-sale           2,029,491                    -

Loans                                   6,117,022                    -
Less allowance for loan losses            (72,000)                   -
     Loans, net                         6,045,022                    -

Premises and equipment                  2,220,331              166,121
Other assets                              150,849              116,206

     Total assets                    $ 16,333,710            $ 748,424

       Liabilities and Stockholders' Equity (Deficit)

Deposits
  Noninterest-bearing demand         $  3,510,170            $       -
  Interest-bearing demand               3,150,132                    -
  Savings                                 303,658                    -
  Time, $100,000 and over                 400,000                    -
  Other time                            1,801,130                    -
     Total deposits                     9,165,090                    -
  Stock subscription deposits                   -              464,600
  Other borrowings                         29,397              365,800
  Other liabilities                        25,562               12,802
     Total liabilities                  9,220,049              843,202

Commitments and contingent liabilities

Stockholders' equity (deficit)
  Common stock, par value $5;
   10,000,000 shares authorized;
   758,458 and 1 issued and
   outstanding, respectively            3,792,290                    5
  Capital surplus                       3,754,816                    5
  Accumulated deficit                    (432,986)             (94,788)
  Unrealized losses on securities
   available-for-sale                        (459)                    -

     Total stockholders'
     equity (deficit)                    7,113,661             (94,778)

     Total liabilities and
     stockholders'
     equity (deficit)                 $ 16,333,710            $ 748,424
</TABLE>
See Notes to Consolidated Financial Statements.

<PAGE>
                 FIRST GEORGIA COMMUNITY CORP.
                         AND SUBSIDIARY


             CONSOLIDATED STATEMENTS OF OPERATIONS
            YEAR ENDED DECEMBER 31, 1997 AND PERIOD
            FROM MARCH 15, 1996, DATE OF INCEPTION,
                      TO DECEMBER 31, 1996

__________________________________________________________________
<TABLE>
<CAPTION>

                                             1997           1996
<S>                                      <C>             <C>
Interest income
  Loans                                   $  104,884     $      -
  Taxable securities                           8,727            -
  Federal funds sold                         255,057          461
     Total interest income                   368,668          461

Interest expense
  Deposits                                    46,030            -
  Other borrowings                             6,993        4,522
     Total interest expense                   53,023        4,522

     Net interest income (expense)           315,645       (4,061)
Provision for loan losses                     72,000            -
     Net interest income (expense)
      after provision for loan losses        243,645       (4,061)

Other income
  Service charges on deposit accounts         18,980            -
  Other operating income                      27,131            -
     Total other income                       46,111            -

Other expenses
  Salaries and employee benefits             350,175       81,359
  Equipment and occupancy expenses            70,618            -
  Other operating expenses                   207,161        9,368
     Total other expenses                    627,954       90,727

     Loss before income taxes               (338,198)     (94,788)

Income tax expense                                 -            -

     Net loss                              $(338,198)    $(94,788)

Losses per common share                    $   (0.92)
Weighted average shares outstanding          367,801
</TABLE>
See Notes to Consolidated Financial Statements.

<PAGE>
                 FIRST GEORGIA COMMUNITY CORP.
                         AND SUBSIDIARY

             CONSOLIDATED STATEMENTS OF CASH FLOWS
            YEAR ENDED DECEMBER 31, 1997 AND PERIOD
            FROM MARCH 15, 1996, DATE OF INCEPTION,
                      TO DECEMBER 31, 1996

__________________________________________________________________
<TABLE>
<CAPTION>
                                                1997                1996
<S>                                         <C>                    <C>
OPERATING ACTIVITIES
  Net Loss                                   $ (338,198)            $(94,788)
  Adjustments to reconcile net loss
   to net cash used in operating
   activities:
    Depreciation                                 29,191                    -
    Amortization of intangibles                   6,230                    -
    Provision for loan losses                    72,000                    -
    Increase in interest receivable             (50,686)                   -
    Increase in interest payable                 16,905                    -
    Other operating activities                  (16,279)            (103,404)

      Net cash used in operating
       activities                              (280,837)            (198,192)

INVESTING ACTIVITIES
  Purchases of securities available-
   for-sale                                  (2,029,950)                    -
  Net increase in Federal funds sold         (4,320,000)                    -
  Net increase in loans                      (6,117,022)                    -
  Purchase of premises and equipment         (2,052,844)            (166,121)

      Net cash used in investing
       activities                           (14,519,816)            (166,121)

FINANCING ACTIVITIES
  Net increase in deposits                    9,165,090                    -
  Net proceeds (repayment) of other
   borrowings                                  (366,960)              365,800
  Net proceeds from sale of common
   stock                                      7,104,443               464,610

      Net cash provided by financing
       activities                             15,902,573              830,410

Net increase in cash and due from
 banks                                         1,101,920              466,097

Cash and due from banks at beginning
 of year                                         466,097                    -

Cash and due from banks at end of year       $ 1,568,017            $ 466,097
</TABLE>
<PAGE>

                       FIRST GEORGIA COMMUNITY CORP.
                              AND SUBSIDIARY

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  YEAR ENDED DECEMBER 31, 1997 AND PERIOD
       FROM MARCH 15, 1996, DATE OF INCEPTION, TO DECEMBER 31, 1996
<TABLE>
<CAPTION>

                                                     Unrealized
                                                     Losses on
                                                     Securities     Total
              Common Stock     Capital  Accumulated  Available-  Stockholders'
            Shares  Par Value  Surplus  Deficit      for-Sale  Equity (Deficit)
<S>         <C>     <C>        <C>      <C>          <C>       <C>
Balance,
March 15,
1996
(date of
inception)     -     $   -      $   -   $       -    $    -      $       -

Net loss       -         -          -     (94,788)        -        (94,788)

Issuance
of common
stock           1          5          5          -          -            10

Balance,
December
31, 1996        1          5           5    (94,788)        -        (94,788)

Net loss        -          -           -   (338,198)        -       (338,198)

Redemption
of common
common
stock           (1)        (5)         (5)        -         -           (10)

Issuance
of common
stock       758,458  3,792,290   3,792,290         -        -      7,584,580

Stock
issue
costs             -          -     (37,474)        -        -        (37,474)

Net
change
in
unrealized
losses
on
securities
available-
for-sale           -           -          -         -     (459)         (459)

Balance
December
31, 1997    $758,458  $3,792,290 $3,754,816  $(432,986) $ (459)  $  7,113,661

</TABLE>

See Notes to Consolidated Financial Statements.









                    FIRST GEORGIA COMMUNITY CORP.
                            AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS
               YEAR ENDED DECEMBER 31, 1997 AND PERIOD
               FROM MARCH 15, 1996, DATE OF INCEPTION,
                         TO DECEMBER 31, 1996

___________________________________________________________________

<TABLE>
<CAPTION>
                                                1997       1996
<S>                                         <C>           <C>
SUPPLEMENTAL DISCLOSURES
   Cash paid for:
     Interest                                $  36,118    $  3,084

     Income taxes                            $     110    $      -

NONCASH TRANSACTIONS
   Unrealized losses on securities
    available-for-sale                       $     459    $      -

   Finance of premises and equipment
    purchases                                $  30,557    $      -

</TABLE>
See Notes to Consolidated Financial Statements.




<PAGE>
                    FIRST GEORGIA COMMUNITY CORP.
                           AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


__________________________________________________________________


NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature of Business

           First Georgia  Community Corp. (the Company) is a bank holding
           company whose business is conducted by its wholly-owned
           subsidiary,  First Georgia Community Bank (the Bank). The Bank
           is a commercial bank located in Jackson, Butts County,
           Georgia.  The Bank  provides a full range of banking services
           in its primary market area of Butts County and the surrounding
           counties.  The Company commenced its banking  operations on
           September 8, 1997.

      Basis of Presentation

           The consolidated financial statements for 1997 include the
           accounts of the Company and its subsidiary. Significant
           intercompany  transactions  and accounts are  eliminated in
           consolidation.  The  financial  statements for 1996 include
           the accounts of the Company only.

           The accounting and reporting policies of the Company conform
           to generally accepted accounting  principles  and general
           practices within the financial services  industry.  In
           preparing the financial statements, management is required to
           make estimates and  assumptions  that  affect  the  reported
           amounts  and disclosures  of assets and liabilities as of the
           date of the balance sheet and revenues and expenses for the
           period.  Actual results could differ from those estimates.

      Cash and Due From Banks

           Cash on hand, cash items in process of  collection,  and
           amounts due from banks are included in cash and due from
           banks.

           The Company maintains amounts due from banks which, at times,
           may exceed Federally insured limits.  The Company has not
           experienced any losses in such accounts.

<PAGE>
      Securities

           Securities are  classified  based on  management's  intention
           on the date of purchase.  Securities  which management has the
           intent and ability to hold to  maturity  are  classified  as
           held-to-maturity  and reported at amortized  cost. All other
           debt securities are classified as  available-for-sale  and
           carried at fair value with net unrealized gains and losses
           included in stockholders' equity.  Equity securities without
           a readily determinable fair value are carried at cost.

           Interest and dividends on securities, including amortization
           of premiums and accretion of discounts, are included in
           interest income.  Realized gains and losses from the sales of
           securities are determined using the specific identification
           method.


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________________________________________________________________


NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Loans

           Loans are carried at their principal amounts  outstanding less
           unearned income and the allowance for loan losses.  Interest
           income on loans is credited to income based on the principal
           amount outstanding.

           Loan origination  fees  and  certain  direct costs  of loans
           are recognized at the time the loan is recorded.  Because net
           loan origination fees and costs are not material, the results
           of operations are not  materially  different than the results
           which would be obtained by accounting for loan fees and costs
           in accordance with generally accepted accounting principles.

           The allowance for loan losses is maintained at a level that
           management  believes to be adequate to absorb potential
           losses in the loan portfolio.  Management's  determination of
           the adequacy of the allowance is based on an evaluation of the
           portfolio, current economic conditions, volume, growth,
           composition of the loan  portfolio,  and other risks  inherent
           in the portfolio.  In addition, regulatory agencies, as an
           integral part of their examination  process,  will
           periodically  review the Company's  allowance for loan
           losses, and may require the Company to record  additions to
           the allowance  based on their judgment about information
           available to them at the time of their examinations.

           The accrual of interest on impaired loans is  discontinued
           when, in management's opinion, the borrower may be unable to
           meet payments as they become due. When accrual of interest is
           discontinued,  all unpaid accrued  interest  is  reversed.
           Interest  income is subsequently recognized only to the extent
           cash payments are received.

           A loan is impaired  when it is probable the Company will be
           unable to collect all  principal and interest payments due in
           accordance with the terms of the loan agreement.  Individually
           identified impaired loans are measured based on the present
           value of payments  expected to be received,  using the
           contractual loan rate as the discount rate.  Alternatively,
           measurement may be based on observable  market prices or, for
           loans that are solely  dependent on the collateral for
           repayment,  measurement  may be based on the fair value of the
           collateral.  If the recorded  investment in the impaired loan
           exceeds the measure of fair value, a valuation  allowance is
           established as a component of the allowance for loan losses.
           Changes to the valuation allowance are recorded as a component
           of the provision for loan losses.



<PAGE>
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

___________________________________________________________________


NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Premises and Equipment

           Premises  and  equipment  are stated at cost less  accumulated
           depreciation.  Depreciation  is  computed principally by the
           straight-line method over the estimated useful lives of the
           assets.

      Income Taxes

           Income tax expense  consists of current and deferred  taxes.
           Current income tax  provisions  approximate taxes  to be paid
           or  refunded  for  the  applicable  year.  Deferred  tax
           assets  and  liabilities  are recognized for the temporary
           differences  between the bases of assets and liabilities as
           measured by tax laws and their bases as reported in the
           financial  statements.  Deferred  tax expense or benefit is
           then recognized for the change in deferred tax assets or
           liabilities between periods.

           Recognition of deferred tax balance sheet amounts is based on
           management's  belief that it is more likely than not that the
           tax  benefit  associated  with  certain  temporary
           differences,  tax  operating  loss  carryforwards  and tax
           credits will be  realized.  A valuation  allowance is recorded
           for those  deferred tax items for which it is more likely than
           not that realization will not occur in the near term.

           The Company and the Bank file a  consolidated  income tax
           return.  Each entity  provides for income taxes based on its
           contribution to income taxes (benefits) of the consolidated
           group.

      Losses Per Common Share

           Losses per common share are computed by dividing  net loss by
           the  weighted  average  number of shares of common stock
           outstanding.  Because only one share was outstanding  during
           1996,  losses per common share for 1996 have not been
           presented.



<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________________________________________________________________



NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Recent Accounting Pronouncements

           The Financial  Accounting  Standards Board (FASB) has issued,
           and the Company has adopted, Statement of Financial Accounting
           Standards (SFAS) No. 125,  "Accounting  for  Transfers and
           Servicing of Financial Assets and Extinguishments of
           Liabilities".  SFAS No. 125 was amended by SFAS No. 127, which
           defers the effective  date of certain  provisions of SFAS No.
           125 until January 1, 1998.  This statement provides accounting
           and reporting  standards for transfers and servicing of
           financial assets and extinguishments of  liabilities based on
           consistent application of a  financial-components approach
           that focuses on control.  It distinguishes transfers of
           financial assets that are sales from transfers that are
           secured borrowings.  The adoption of this statement is not
           expected to have a material effect on the Company's financial
           statements.

           The FASB has issued, and the Company has adopted,  SFAS No.
           128, "Earnings Per Share".  SFAS No. 128 supersedes Accounting
           Principles Board Opinion No. 15  "Earnings Per Share" and
           specifies the computation,  presentation, and disclosure
           requirements for earnings per share (EPS) for entities with
           publicly held common stock or potential issuable common stock.
           SFAS No. 128 replaces the presentation of primary EPS with a
           presentation of basic EPS and fully diluted EPS with  diluted
           EPS.  It also requires dual  presentation of basic and diluted
           EPS on the face of the income statement for all entities with
           complex capital  structures and requires a reconciliation of
           the numerator and denominator for the basic EPS  computation
           to the numerator and denominator of the diluted EPS
           computation.  SFAS No. 128 is effective for financial
           statements  for both interim and annual  periods ending after
           December 15, 1997.  The adoption of this statement did not
           have a material effect on the Company's financial statements.

           The FASB  has  issued  SFAS  No.  130,  "Reporting
           Comprehensive  Income".  This  statement  establishes
           standards for reporting and display of  comprehensive  income
           and its components in the financial statements.  SFAS No.  130
           requires  all items  that are  required  to be recognized
           under accounting standards  as  components  of  comprehensive
           income to be  reported  in a  financial  statement  that is
           displayed in equal prominence with the other financial
           statements.  The term "comprehensive income" is used in the
           SFAS to describe the total of all components of  comprehensive
           income including net income.  "Other comprehensive  income"
           refers to revenues, expenses, gains and losses  that are
           included in comprehensive income but excluded from earnings
           under current accounting standards.  Currently, "other
           comprehensive income" for the Company consists of items
           previously recorded  directly in equity under SFAS No. 115,
           "Accounting  for Certain Investments in Debt and Equity
           Securities".  SFAS No. 130 is effective for periods beginning
           after December 15, 1997.


<PAGE>
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

___________________________________________________________________


NOTE 2.SECURITIES

              The amortized cost and fair value of securities are
              summarized as follows:
<TABLE>
<CAPTION>
                                          Gross         Gross
                            Amortized   Unrealized   Unrealized  Fair
                               Cost        Gains        Losses   Value
   <S>                      <C>         <C>          <C>         <C>
         Securities
          Available-for
          Sale
    December 31, 1997:
          U.S. Government
           and agency
           securities       $1,999,250  $      625    $  (1,084)  $1,998,791
           Equity
           securities           30,700           -            -       30,700
                            $2,029,950  $      625    $  (1,084)  $2,029,491

</TABLE>
         The amortized  cost and fair value of securities as of
         December 31, 1997 by  contractual  maturity are shown
         below.

<TABLE>
<CAPTION>
                                             Securities Available-for-Sale
                                                  Amortized    Fair
                                                     Cost      Value
       <S>                                      <C>          <C>
        Due from one year to five years         $1,999,250   $1,998,791
        Equity securities                           30,700       30,700

                                                $2,029,950   $2,029,491
</TABLE>

        There were no securities  pledged to secure public
        deposits or for other  purposes as of December 31, 1997.
        There were no sales of securities in 1997.






<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________________________________________________________________


NOTE 3.     LOANS AND ALLOWANCE FOR LOAN LOSSES

       The composition of loans is summarized as follows:
<TABLE>
<CAPTION>
                                                         December 31,
                                                          1997
               <S>                                       <C>
                Commercial                                $ 2,432,000
                Real estate - construction                     57,000
                Real estate - mortgage                      1,346,000
                Consumer instalment and other               2,282,022
                                                            6,117,022
                Allowance for loan losses                     (72,000)
                Loans, net                                $ 6,045,022

</TABLE>
                Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
                                                                                                           December 31,
                                                           1997
               <S>                                         <C>
               Balance, beginning of year                  $       -
               Provision for loan losses                      72,000
               Loans charged off                                   -
               Recoveries of loans previously
                 charged off                                       -

               Balance, end of year                        $     72,000
</TABLE>
                Management has identified no material amounts of impaired
                loans as defined by SFAS No. 114, ("Accounting by
                Creditors for Impairment of a Loan").

                The Company has granted loans to certain  directors,
                executive  officers,  and their related entities.  The
                interest rates on these loans were substantially the
                same as rates prevailing at the time of the transaction
                and repayment terms are customary for the type of loan
                involved.  Changes in related party loans for the year
                ended December 31, 1997 are as follows:
<TABLE>
                <S>                                       <C>
                Balance, beginning of year                $         -
                  Advances                                  2,629,430
                  Repayments                                 (20,785)

                Balance, end of year                      $ 2,608,645
</TABLE>

<PAGE>

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________________________________________________________________


NOTE 4.PREMISES AND EQUIPMENT

              Premises and equipment are summarized as follows:
<TABLE>
<CAPTION>
                                                       December 31,

                                                      1997           1996
              <S>                                    <C>          <C>
              Land                                   $   405,265  $      -
              Buildings                                1,398,495         -
              Equipment                                  445,762         -
              Construction in progress                         -   166,121
                                                     $ 2,249,522  $166,121

              Accumulated depreciation                   (29,191)        -
                                                     $ 2,220,331  $166,121
</TABLE>

NOTE 5.OTHER BORROWINGS

              Other borrowings consist of the following:

<TABLE>
<CAPTION>

                                                       December 31,

                                                     1997            1996
             <S>                                     <C>           <C>
              Note payable, payable in
                monthly installments of
                $701 including interest
                at 4.80%, collateralized
                by automobile                           $ 29,397  $      -
              Organizational line of credit
                with financial institution,
                repaid in 1997                                 -   310,800
              Noninterest-bearing advances
                from organizers, repaid in 1997                -    55,000
                                                        $ 29,397  $365,800

</TABLE>


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

___________________________________________________________________



NOTE 5.         OTHER BORROWINGS (Continued)

                Advances at December 31, 1997 have maturities in future
                years as follows:
<TABLE>
<CAPTION>
                Year ending December 31,
                <S>                                    <C>
                  1998                                 $   7,156
                  1999                                     7,507
                  2000                                     7,876
                  2001                                     6,858
                                                       $  29,397
</TABLE>



<PAGE>
NOTE 6.     STOCK OPTIONS

       The Company has reserved 15,000 shares of common  stock to be
       granted to the President of the Company at a price of $10.  The
       options may be granted at such time the  Company  becomes
       cumulatively profitable.


NOTE 7.     INCOME TAXES

       The components of income tax expense are as follows:
<TABLE>
<CAPTION>
                                                          December 31,

                                                         1997      1996
                <S>                                    <C>        <C>
                Current                                $(24,987)  $(1,381)
                Deferred                                (90,000)  (30,847)
                Change in valuation allowance           114,987    32,228

                    Income tax expense                 $       -  $      -

</TABLE>




<PAGE>
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________________________________________________________________


NOTE 7.INCOME TAXES (Continued)

              The Company's income tax expense differs from the amounts
              computed by applying  the Federal  income tax statutory
              rates to income before income taxes.  A reconciliation of
              the differences is as follows:
<TABLE>
<CAPTION>
                                         December 31,
                                  1997                 1996

                         Amount       Percent     Amount       Percent

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

Income taxes
       at statutory
       rate             $(114,987)     (34)%      $(32,228)     (34)%
         Change in
          valuation
          allowanc        114,987       34          32,228       34

      Income tax
       expense          $       -       - %      $       -       - %

</TABLE>
              The components of deferred income taxes are as follows:

<TABLE>
<CAPTION>

                                                           December 31,
                                                       1997         1996
     <S>                                             <C>          <C>

      Deferred tax assets:
       Loan loss reserves                            $     5,299  $      -
       Preopening expenses                               116,488    30,847
       Net operating loss carryforward                    26,368     1,381
       Other                                                 568         -
                                                         148,723    32,228
      Valuation allowance                              (147,215)  (32,228)

                                                           1,508         -

Deferred tax liabilities;
       depreciation                                        1,508         -

      Net deferred taxes                             $         -  $      -
</TABLE>

      At December 31, 1997, the Company has available net
      operating  loss  carryforwards  of $77,553 for Federal
      income tax purposes.  If unused, the carryforwards will
      expire beginning in 2007.

<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________________________________________________________________


NOTE 8.         COMMITMENTS AND CONTINGENT LIABILITIES

                In the normal course of business, the Company has entered
                into  off-balance-sheet  financial  instruments which are
                not reflected in the financial statements.  These
                financial  instruments may include  commitments to extend
                credit and standby  letters of credit.  Such financial
                instruments  are included in the financial statements
                when funds are disbursed or the instruments become
                payable.  These instruments involve, to varying degrees,
                elements of credit risk in excess of the amount
                recognized in the balance sheet.

                The  Company's  exposure to credit loss in the event of
                nonperformance by the other party to the financial
                instrument for  commitments to extend credit and standby
                letters of credit is represented by the contractual
                amount of those instruments.  A summary of the Company's
                commitments is as follows:

                                                            December 31,
                                                                1997

     Commitments to extend credit                          $   866,000

                Commitments to extend credit generally have fixed
                expiration  dates or other  termination  clauses and may
                require payment of a fee.  Since many of the commitments
                are expected to expire without being drawn upon, the
                total  commitment  amounts do not  necessarily  represent
                future  cash  requirements.  The credit risk involved in
                issuing these financial  instruments is essentially the
                same as that involved in extending loans to customers.
                The Company evaluates each customer's creditworthiness
                on a case-by-case basis. The amount of collateral
                obtained, if deemed necessary by the Company upon
                extension  of  credit,  is based on management's  credit
                evaluation of the customer.  Collateral  held varies but
                may include real estate and improvements, marketable
                securities, accounts receivable, inventory, equipment,
                and personal property.

                Standby letters of credit are conditional commitments
                issued by the Company to guarantee the performance of a
                customer to a third party.  Those guarantees are
                primarily issued to support public and private  borrowing
                arrangements.  The credit  risk  involved  in  issuing
                letters  of credit is  essentially  the same as that
                involved in extending  loan  facilities  to  customers.
                Collateral  held varies as  specified  above and is
                required in instances which the Company deems necessary.

                In the normal course of business, the Company is involved
                in various legal proceedings.  In the opinion of
                management of the Company, any liability resulting from
                such proceedings  would not have a material effect on the
                Company's financial statements.



<PAGE>
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

___________________________________________________________________


NOTE 9.         CONCENTRATIONS OF CREDIT

                The Company originates primarily commercial,
                residential,  and consumer loans to customers in Butts
                County and  surrounding  counties.  The  ability  of the
                majority  of  the  Company's  customers  to  honor  their
                contractual  loan  obligations  is  dependent  on the
                economy in these  areas.  Seventy-seven  percent  the
                Company's  loan  portfolio  is  concentrated  in
                commercial and consumer loans.  The other significant
                concentrations of credit by type of loan are set forth in
                Note 3.

                The Company,  as a matter of policy,  does not generally
                extend  credit to any single  borrower or group of
                related  borrowers  in excess  of 25% of the  lesser of
                statutory  capital  or net  assets as  defined,  or
                approximately $1,386,000.


NOTE 10.        REGULATORY MATTERS

                The Bank is subject to certain restrictions on the amount
                of dividends that may be declared  without prior
                regulatory approval.  At December 31, 1997, no dividends
                could be declared without regulatory approval.

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

                Quantitative measures established by regulation to ensure
                capital adequacy require the Company and Bank to maintain
                minimum  amounts  and  ratios of total and Tier I capital
                to  risk-weighted  assets and of Tier I capital to
                average assets.  Management believes, as of December 31,
                1997, the Company and the Bank meet all capital adequacy
                requirements to which they are subject.
<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

___________________________________________________________________


NOTE 10.        REGULATORY MATTERS (Continued)

                As of December 31, 1997, the most recent notification
                from  the  FDIC categorized the Bank as well capitalized
                under the regulatory framework for prompt corrective
                action.  To be categorized as well capitalized, the Bank
                must maintain minimum total risk-based, Tier I
                risk-based, and Tier I leverage ratios as set forth in
                the  following  table.  There are no conditions or events
                since that notification that management believes have
                changed the Bank's category.
<TABLE>
<CAPTION>
                                                           To Be Well
                                            For Capital    Capitalized Under
                                            Adequacy       Prompt Corrective
                              Actual        Purposes       Action Provisions

                            Amount   Ratio  Amount   Ratio    Amount    Ratio

                                            (Dollars in Thousands)
<S>                         <C>      <C>     <C>      <C>     <C>        <C>
Total Capital (to Risk
 Weighted Assets):
  Consolidated              $ 7,121  72.44%  $ 787     8%      $ 983      10%
  Bank                      $ 6,171  62.78%  $ 787     8%      $ 983      10%
Tier 1 Capital (to Risk
 Weighted Assets):
  Consolidated              $ 7,049  71.71%  $ 394     4%      $ 590       6%
  Bank                      $ 6,099  62.04%  $ 394     4%      $ 590       6%
Tier 1 Capital (to
 Average Assets):
  Consolidated              $ 7,049  58.68%  $ 481     4%      $ 601       5%
  Bank                      $ 6,099  50.77%  $ 481     4%      $ 601       5%

</TABLE>

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

_________________________________________________________________


NOTE 11.   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The following  methods and assumptions were used by the Company in
      estimating its fair value disclosures for financial instruments.
      In cases where quoted  market  prices are not available, fair
      values are based on estimates using discounted cash flow methods.
      Those methods are  significantly  affected by the assumptions used,
      including  the discount  rates and estimates of future cash flows.
      In that regard,  the derived fair value estimates cannot be
      substantiated by comparison to independent markets and, in many
      cases, could not be realized in immediate settlement of the
      instrument.  The use of  different  methodologies  may have a
      material  effect on the estimated fair value amounts.  Also, the
      fair value estimates presented  herein are based on pertinent
      information available to management as of December 31, 1997 and
      1996. Such amounts have not been  revalued for purposes of these
      financial statements  since those dates and, therefore, current
      estimates of fair value may differ significantly from the amounts
      presented herein.

      Cash, Due From Banks, and Federal Funds Sold:

           The carrying amounts of cash, due from banks, and Federal
           funds sold approximates their fair value.

      Securities:

           Fair values for securities are based on quoted market prices.
           The carrying  values of equity  securities with no readily
           determinable fair value approximate fair values.

      Loans:

           For variable-rate  loans that reprice  frequently  and have no
           significant change in credit risk, fair values are based on
           carrying values.  For other loans, the fair values are
           estimated using  discounted cash flow methods, using interest
           rates currently  being offered for loans with similar terms to
           borrowers of similar credit quality.  Fair values for impaired
           loans are estimated using discounted cash flow methods or
           underlying collateral values.


<PAGE>
      Deposits:

           The carrying amounts of demand deposits, savings  deposits,
           and  variable-rate  certificates of deposit approximate their
           fair values.  Fair values for fixed-rate certificates of
           deposit are estimated using discounted cash flow methods,
           using interest rates currently being offered on certificates.


              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

_________________________________________________________________


NOTE 11.   FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

      Other Borrowings:

           The fair values of the Company's other borrowings approximate
           their fair values.

      Accrued Interest:

           The carrying amounts of accrued interest approximate their
           fair values.

      Off-Balance Sheet Instruments:

           The fair values of the Company's  off-balance-sheet  financial
           instruments are based on fees charged to enter into similar
           agreements.  However,  commitments to extend credit and
           standby letters of credit do not  represent a significant
           value to the Company until  such commitments are funded.  The
           Company has determined that these instruments do not have a
           distinguishable  fair value and no fair value has been
           assigned.

           The carrying amounts and estimated fair values of the
           Company's financial instruments were as follows:
<TABLE>
<CAPTION>
                                December 31, 1997         December 31, 1996

                                Carrying      Fair        Carrying    Fair
                                 Amount       Value        Amount     Value
     <S>                        <C>          <C>          <C>        <C>
      Financial assets:
       Cash, due from banks,
        and Federal funds
        sold                    $5,888,017    $5,888,017  $466,097   $466,097
      Securities available-
       for sale                  2,029,491     2,029,491         -          -
      Loans                      6,045,022     6,074,230         -          -
      Accrued interest
       receivable                   50,686        50,686         -          -

      Financial liabilities:
       Deposits                 9,165,090      9,171,887         -          -
       Other borrowings            29,397         29,397   365,800    365,800
       Accrued interest
        payable                    18,343         18,343     1,438      1,438

</TABLE>

<PAGE>
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________________________________________________________________


NOTE 12.   PARENT COMPANY FINANCIAL INFORMATION

      The following information presents the condensed balance sheets,
      statements of operations, and cash flows as of and for the year
      ended December 31, 1997 and period  from March 15, 1996, date of
      inception, to December 31, 1996:


                      CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                       1997       1996
              <S>                                    <C>          <C>
              Assets
               Cash                                   $  949,360  $466,097
               Investment in subsidiary                6,146,672         -
               Other assets                               17,629   282,327

                 Total assets                         $7,113,661  $748,424

              Liabilities                             $        -  $843,202
              Stockholders' equity (deficit)           7,113,661  (94,778)

               Total liabilities and
                 stockholders' equity
                 (deficit)                            $7,113,661  $748,424

</TABLE>




            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

__________________________________________________________________


NOTE 12.   PARENT COMPANY FINANCIAL INFORMATION (Continued)

                CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                      1997       1996
              <S>                                     <C>        <C>
              Income
               Interest                               $   50,079  $    461

              Expenses
               Salaries and benefits                      85,239    81,359
               Interest                                   11,514     4,522
               Amortization                                  930         -
               Other expenses                             32,514     9,368
                 Total expenses                          130,197    95,249

                 Loss before equity in loss of
                  subsidiary                            (80,118)  (94,788)

              Equity in loss of subsidiary             (258,080)         -

                  Net loss                            $(338,198) $(94,788)

</TABLE>

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

___________________________________________________________________


NOTE 12. PARENT COMPANY FINANCIAL INFORMATION (Continued)


               CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                      1997       1996
              <S>                                     <C>        <C>
              OPERATING ACTIVITIES
               Net loss                               $(338,198) $(94,788)
               Adjustments to reconcile
                net loss to net cash
                provided by (used in)
                operating activities:
                  Amortization                               930         -
                  Loss of subsidiary                     258,080         -
                  Other operating activities             323,808 (103,404)

                 Net cash provided by
                 (used in) operating
                 activities                              244,620 (198,192)
              INVESTING ACTIVITIES
               Purchase of premises and equipment              - (166,121)
               Investment in subsidiary              (6,500,000)         -

               Net cash used in investing
                  activities                         (6,500,000) (166,121)

              FINANCING ACTIVITIES
               Proceeds (repayment)
                of other borrowings                    (365,800)   365,800
               Net proceeds from sale of
                common stock                           7,104,443   464,610

                 Net cash provided by financing
                  activities                           6,738,643   830,410

              Net increase in cash                       483,263   466,097

              Cash at beginning of period                466,097         -

              Cash at end of year                    $   949,360  $466,097

</TABLE>