2000 ANNUAL REPORT



                               [GRAPHIC  OMITED]



                                  DECATUR FIRST
                                BANK GROUP, INC.



<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

                                Table of Contents



                                                                           Page
                                                                           ----

To Our Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . .   3
Management's Discussion and Analysis . . . . . . . . . . . . . . . . . . .   4
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . .   9
Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . .   10
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . .   15
Selected Statistical Information . . . . . . . . . . . . . . . . . . . . .   26
Corporate and Shareholder Information. . . . . . . . . . . . . . . . . . .   31




Decatur  First  Bank  Group,  Inc.,  a Georgia Corporation (the "Company"), is a
holding  company  engaged  in  commercial  banking  primarily  in DeKalb County,
Georgia.  The  Company  currently  has  one  subsidiary, Decatur First Bank (the
"Bank"),  which  is  active  in  retail  and  commercial  banking.

There  is  no  established public trading market for the Company's Common Stock.
As  of  March  14,  2001,  the  Company  had  877  shareholders  of  record.

It  is the policy of the Board of Directors to reinvest earnings for such period
of  time as is necessary to ensure the success of the operations of the Company.
The  Company  has  no  current  plans to initiate payment of cash dividends, and
future  dividend  policy  will  depend  on  the  Company's  earnings,  capital
requirements,  financial  condition and other factors considered relevant by the
Board  of  Directors  of the Company.  The Company declared no dividends in 2000
and  is  not  expected  to  do  so  for  the foreseeable future.  Information on
restrictions  on  the  amount  of  dividends payable by the Company and the Bank
appears  in  Note  10  to  the  Company's  Audited  Financial  Statements.

This report serves as our annual disclosure statement as required by the Federal
Deposit  Insurance  Corporation.  This  statement  has  not  been  reviewed,  or
confirmed  for  accuracy  or  relevance,  by  the  Federal  Deposit  Insurance
Corporation.


                                        1
<PAGE>
TO  OUR  SHAREHOLDERS:

ANOTHER  PROFITABLE  YEAR!  As I wrote you in December, a lot of exciting things
occurred  in  2000.  We  closed our third full year in business with deposits at
$58,642,395,  a  42%  growth  over 1999, and loans at $34,792,540 an increase of
41%.  Assets  have  grown  47%  to  $73,019,711.

Our  pre-tax income increased from $115,822 in 1999 to $468,732 in 2000 - a 305%
increase!  As  you  remember,  in  1999 we were able to recognize a one-time tax
benefit  relating to the cumulative losses that resulted from our organizational
expenses,  so  net  income  for  1999  can't  be  used  for comparison purposes.

We  continue to emphasize long-term relationships and steady growth for the bank
as  we  focus  on  serving  our community.  We were delighted when the Clairmont
Place  Senior  Living  Community invited us to open an office in their facility.
The  people  in  the  214  residential units quickly created deposits of over $1
million.  Deposits  continue  to flow in as investments that were in other banks
are  moved  to  our  bank.  This  has  been  an  excellent opportunity to gather
deposits.

When  Harris Teeter opened their Express Store in Decatur, we were able to put a
small,  two-person  office in this facility.  Our desire was to offer additional
hours to our customers in Decatur so we open this office from 11:00 a.m. to 7:00
p.m.  Monday through Friday and 10:00 a.m. to 5:00 p.m. on Saturday.  The office
opened  on  October  18  and by February 18 - four months later - we had over $1
million  in  deposits  from this office!  This greatly exceeded our projections.

We  look  forward  to  the  challenges  of  the year 2001.  Our focus will be on
strengthening  our  share  of  the market while creating long-term relationships
with  customers  and increasing shareholder value.  The quickest way to increase
the  value  of  your  stock  is  to bank with us and suggest others do the same!

Beginning  in April of 2001, we will begin to post our key financial information
from  the  previous  quarter  on  our  web  site.  Our  web  address  is
www.decaturfirstbank.com.  You  may  also  access  the  Securities  and Exchange
------------------------
Commission  web site at www.sec.gov/cgi-bin/srch-edgar?582254289 and get all the
                        ----------------------------------------
financial  details.



                                   Sincerely,



                                   Judy  B.  Turner
                                   President  &  CEO


                                        2
<PAGE>
<TABLE>
<CAPTION>
                               DECATUR FIRST BANK

                             SELECTED FINANCIAL DATA
                      (in thousands except per share data)


                                              2000     1999     1998      1997
<S>                                         <C>       <C>      <C>      <C>
FOR THE YEAR
   Net interest income                      $ 2,810    1,772    1,063       332
   Provision for loan losses                    250      152      315        32
   Noninterest income                           344      376      170        11
   Noninterest expense                        2,436    1,880    1,487       750
   Income taxes (benefit)                       178     (411)       -         -
   Net earnings (loss)                      $   291      527     (569)     (439)

PER COMMON SHARE
   Basic earnings (loss)                    $   .31      .56     (.60)     (.47)
   Diluted earnings (loss)                      .30      .56     (.60)     (.47)
   Cash dividends declared                        -        -        -         -
   Book value                               $  9.53     8.91     8.87      9.37

AT YEAR END
   Loans                                    $34,793   24,600    9,664     1,531
   Earning assets                            67,045   44,681   34,739    14,482
   Assets                                    73,020   49,759   38,446    17,626
   Deposits                                  58,642   41,224   30,002     8,666
   Stockholders' equity                     $ 8,889    8,397    8,356     8,826
   Common shares outstanding                    933      942      942       942

AVERAGE BALANCES
   Loans                                    $31,440   15,867    5,847       765
   Earning assets                            54,420   37,744   24,898     9,568
   Assets                                    59,144   40,993   27,776    11,751
   Deposits                                  45,926   32,804   19,019     4,804
   Stockholders' equity                     $ 8,573    8,123    8,620     6,897
   Weighted average shares outstanding          939      942      942       942

KEY PERFORMANCE RATIOS
   Return on average assets                     .49%    1.29%  (2.05)%   (2.00)%
   Return on average stockholders' equity      3.39%    6.49%  (6.60)%  (11.32)%
   Net interest margin                         5.16%    4.69%    4.27%     4.74%
   Dividend payout ratio                          -        -        -         -
   Average equity to average assets           14.50%   19.82%   31.03%    58.69%
</TABLE>


                                        3
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


     Decatur  First Bank Group, Inc. (the "Company") opened for business through
its  banking  subsidiary, Decatur First Bank (the "Bank"), on September 2, 1997,
and  prior to that date activities of the entity were devoted solely to securing
banking  facilities,  raising  capital  and  procuring  management  and  other
personnel.

     The  accounting  principles  followed  by  the  Company  and the methods of
applying  these principles conform with generally accepted accounting principles
("GAAP")  and  with  general practices within the banking industry. In preparing
financial  statements  in  conformity  with GAAP, management is required to make
estimates  and  assumptions  that  affect  the reported amounts in the financial
statements.  Actual  results  could  differ  significantly from those estimates.
Material  estimates  common  to  the  banking  industry  that  are  particularly
susceptible  to significant change in the near term include, but are not limited
to,  the  determinations of the allowance for loan losses, the valuation of real
estate  acquired  in  connection  with  or  in lieu of foreclosure on loans, and
valuation  allowances  associated  with  deferred tax assets, the recognition of
which  are  based  on  future  taxable  income.

     The  financial  information furnished herein reflects all adjustments which
are,  in the opinion of management, necessary to present a fair statement of the
results of operations and financial position for the periods covered herein. All
such  adjustments  are  of  a  normal  recurring  nature.

FINANCIAL  CONDITION  -  2000  VS.  1999

     During 2000, average total assets increased $18,151,000 (44%) in comparison
with  1999.  Average  deposits increased $13,122,000 (40%) in 2000 over 1999 and
average  loans  increased  $15,573,000  (98%). Total assets at December 31, 2000
were  $73,020,000  representing  a  $23,261,000 (47%) increase from December 31,
1999.  Deposits  increased  $17,418,000  (42%) from December 31, 1999. Net loans
increased  $10,193,000  (41%).

     Non-performing  loans  at  December  31,  2000  and  1999,  totaled  $0.

     At  December  31,  2000  and  1999,  the Bank had no outstanding derivative
financial  instruments  such  as  swaps,  options, futures or forward contracts.

     The  Bank was most recently examined by its primary regulatory authority as
of  June  30,  2000.  The  regulatory authority made no recommendations that, in
management's  opinion,  will  have  material  effects  on  the Bank's liquidity,
capital  resources  or  operations.

RESULTS  OF  OPERATIONS  -  2000  VS.  1999

     The  Bank's  operational  results  depend to a large degree on net interest
income,  which  is  the difference between the interest income received from its
investments (such as loans, investment securities, federal funds sold, etc.) and
the  interest  expense  which  is  paid  on  deposit  liabilities.

     For  the twelve months ended December 31, 2000, the Bank's yield on earning
assets  was  8.38%  while  the  cost of funding sources was 4.35%. While the net
interest  spread  is  4.03%,  net interest margin, which considers the effect of
non-interest  bearing  deposits,  was  5.16%,  an increase of 47 basis points as
compared  to  the  same  period  in  the  prior year. Net interest income in the
aggregate  increased for the twelve months ended December 31, 2000 over the same
period  for  1999  primarily  due  to  the volume of earning assets and interest
bearing  liabilities.


                                        4
<PAGE>
RESULTS  OF  OPERATIONS  -  2000  VS.  1999,  CONTINUED

     The  provision for loan losses in 2000 was $250,000 compared to $152,000 in
1999.  The  increase in the provision for loan losses was primarily attributable
to  solid  loan  growth  during 2000. The provision for loan losses continues to
reflect management's estimate of potential losses inherent in the loan portfolio
and  the  creation  of  an  allowance  for  loan losses adequate to absorb these
losses.  The  allowance  for  loan losses at December 31, 2000 totaled $535,000,
representing  1.51%  of  total  loans compared to the December 31, 1999 total of
$373,000  which  represented  1.49%  of  total  loans.  The Bank experienced net
charge-offs  of  $79,000  in  2000, compared to net recoveries of $23,000 during
1999.  An external independent loan review function is utilized by the Bank. All
loans $175,000 or more, fifty percent of loans $125,000 to $175,000, twenty-five
percent  of  loans  $75,000  to $125,000 and fifteen percent of loans $25,000 to
$75,000  are  reviewed  annually and placed into various loan grading categories
which  assists  in  developing lists of potential problem loans. These loans are
regularly monitored by the loan review process to ensure early identification of
repayment problems so that adequate allowances can be made through the provision
for  loan  losses.  Management  believes  that  these  levels  of  allowance are
appropriate  based  on  the  Bank's  loan  portfolio  and  the  current economic
conditions.

     Other  operating  income  for  the  twelve  months  ended December 31, 2000
totaled  $344,000,  representing a $32,000 (9%) decrease from December 31, 1999.
This  decrease  was  associated with a decrease in gain on sales of SBA loans of
approximately  $115,000.  Other  operating  expenses  in 2000 were $2,436,000, a
$556,000  (30%)  increase compared with 1999 levels, primarily due to additional
personnel,  the  opening  of  two  branches,  and  other  operating  expense.
Additionally,  in 1999 the Company recognized the valuation allowance associated
with  its  deferred  tax  assets.  On  a  consolidated  basis,  this recognition
increased  1999 net earnings by $411,000. In 2000, the Company recognized income
tax  expense  of  $178,000,  which  represented  an  effective  tax rate of 38%.

INVESTMENTS

     The  investment  portfolio  consists  of  debt securities which provide the
Company  with a source of liquidity and a long-term, relatively stable source of
income.  Additionally,  the  investment portfolio provides a balance to interest
rate  and credit risk in other categories of the balance sheet while providing a
vehicle  for  the  investment  of  available  funds,  furnishing  liquidity, and
supplying  securities  to  pledge  as  required collateral for certain deposits.

LIQUIDITY

     The  Company must maintain, on a daily basis, sufficient funds to cover the
withdrawals from depositors' accounts and to supply new borrowers with funds. To
meet  these  obligations,  the  Company  keeps  cash  on hand, maintains account
balances with its correspondent banks, and purchases and sells federal funds and
other short term investments. Asset and liability maturities are monitored in an
attempt  to match these to meet liquidity needs. It is the policy of the Company
to monitor its liquidity to meet regulatory requirements and their local funding
requirements.

     The  Bank maintains relationships with correspondent banks that can provide
funds  to  it  on  short notice, if needed. Presently, the Bank has arrangements
with  these  correspondent  banks  for  short  term  unsecured  advances  up  to
$5,500,000.

     Cash and cash equivalents increased $7,360,000 from December 31, 1999. Cash
inflows  from  financing  activities  totaled  $22,295,000,  attributable to net
deposit  increases  and  borrowings from the Federal Home Loan Bank during 2000.
During  2000,  cash  provided  by  operating  activities totaled $778,000, while
investing  activities  used  $15,713,000,  of  which $10,442,000 represented new
loans  to  customers,  net  of  repayments.


                                        5
<PAGE>
CAPITAL  RESOURCES

     The  Company  continues  to maintain adequate capital ratios. The following
tables  present  the Company's regulatory capital position at December 31, 2000.

                                                    Risk-Based  Capital Ratios
                                                  Actual as of December 31, 2000
                                                  ------------------------------

          Tier  1  Capital                                    18.1%
          Tier  1  Capital  minimum  requirement               4.0%
                                                              -----
          Excess                                              14.1%
                                                              =====
          Total  Capital                                      19.2%
          Total  Capital  minimum  requirement                 8.0%
                                                              -----
          Excess                                              11.2%
                                                              =====
          ("Leverage  Ratio")                                 13.6%
          Minimum  leverage  requirement                       4.0%
                                                              -----

          Excess                                               9.6%
                                                             ======

ASSET/LIABILITY  MANAGEMENT

     The  objective  of  the  Company's  assets and liabilities management is to
provide  a  satisfactory, consistent level of profitability within the framework
of  established  cash, loan, investment, borrowing and capital policies. Certain
officers  are  charged  with  the  responsibility  for  monitoring  policies and
procedures  that  are  designed  to  ensure  acceptable  composition  of  the
asset/liability  mix. Management's overall philosophy is to support asset growth
primarily  through  growth  of  core  deposits,  which  include  deposits of all
categories  made  by  local  individuals,  partnerships  and  corporations.  The
objective  of the policy is to control interest sensitive assets and liabilities
so  as  to  minimize  the  impact  of substantial movements in interest rates on
earnings.

     The  asset/liability  mix  is  monitored  on  a  regular  basis.  A  report
reflecting  the  interest sensitive assets and interest sensitive liabilities is
prepared  and  presented  to  the  Board  of  Directors  on  a  monthly  basis.

     One  method  to  measure  a  bank's  interest  rate exposure is through its
repricing gap. The gap is calculated by taking all assets that reprice or mature
within a given time frame and subtracting all liabilities that reprice or mature
within  that same time frame. The difference between these two amounts is called
the  "gap", the amount of either liabilities or assets that will reprice without
a  corresponding  asset  or  liability  repricing.

     A negative gap (more liabilities repricing than assets) generally indicates
that  the Company's net interest income will decrease if interest rates rise and
will  increase  if  interest rates fall. A positive gap generally indicates that
the  Company's net interest income will decrease if rates fall and will increase
if  rates  rise.

     The  following  table summarizes the amounts of interest-earning assets and
interest-bearing  liabilities outstanding at December 31, 2000 that are expected
to mature, prepay or reprice in each of the future time periods shown. Except as
stated  below, the amount of assets or liabilities that mature or reprice during
a  particular  period was determined in accordance with the contractual terms of
the  asset  or  liability.  Adjustable  rate loans are included in the period in
which  interest  rates are next scheduled to adjust rather than in the period in
which  they  are  due,  and  fixed rate loans and mortgage-backed securities are
included  in  the  periods  in  which they are anticipated to be repaid based on
scheduled  maturities.  The  Bank's savings accounts and interest-bearing demand
accounts (NOW and money market deposit accounts), which are generally subject to
immediate  withdrawal,  are  included  in  the  "Three Months or Less" category,
although  historical experience has proven these deposits to be more stable over
the  course  of  a  year.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                               At  December  31,  2000
                                             Maturing  or  Repricing  in
                                             ---------------------------
                                               (dollars  in  thousands)

                                       Three        Four
                                     Months or   Months to   1 to 5   Over 5
                                       Less      12 Months    Years    Years   Total
                                    -----------  ----------  -------  -------  ------
<S>                                 <C>          <C>         <C>      <C>      <C>
Interest-earning assets:
   Federal funds sold               $    9,710           -        -        -    9,710
   Investment securities                 5,045         752   12,153    4,592   22,542
   Loans                                 4,192      10,996   12,423    7,716   35,327
                                    -----------  ----------  -------  -------  ------

Total interest-bearing assets       $   18,947      11,748   24,576   12,308   67,579
                                    ===========  ==========  =======  =======  ======

Interest-bearing liabilities:
   Deposits:
      Savings and demand            $   21,414           -        -        -   21,414
      Time deposits                      4,501      20,850      845        -   26,196
                                    -----------  ----------  -------  -------  ------

Total interest-bearing liabilities  $   25,915      20,850      845        -   47,610
                                    ===========  ==========  =======  =======  ======

Interest sensitive difference
   per period                       $ (  6,968)     (9,102)  23,731   12,308   19,969
                                    ===========  ==========  =======  =======  ======
Cumulative interest sensitivity
   Difference                       $ (  6,968)    (16,070)   7,661   19,969
                                    ===========  ==========  =======  =======
Cumulative difference to total
    interest-bearing assets            (10.31)%    (23.78)%   11.34%   29.55%
                                    ===========  ==========  =======  =======
</TABLE>

     At  December 31, 2000, the difference between the Company's liabilities and
assets  repricing or maturing within one year was approximately $16,000,000. Due
to  an  excess  of  liabilities repricing or maturing within one year, a rise in
interest  rates  would  cause  the  Company's  net  interest  income to decline.

     Certain  shortcomings  are  inherent in the method of analysis presented in
the  foregoing  table.  For example, although certain assets and liabilities may
have  similar  maturities  or  periods of repricing, they may reflect changes in
market  interest  rates  differently.  Additionally,  certain  assets,  such  as
adjustable-rate  mortgages,  have  features  that  restrict  changes in interest
rates,  both on a short-term basis and over the life of the asset. Other factors
which  may  affect the assumptions made in the table include changes in interest
rates,  pre-payment  rates, early withdrawal levels and the ability of borrowers
to  service  their  debt.

INFLATION  AND  CHANGING  PRICES

     A bank's asset and liability structure is significantly different from that
of  an  industrial company in that substantially all assets and liabilities of a
bank  are  monetary  in  nature.  Management believes the impact of inflation on
financial  results  depends  upon  the  Company's ability to react to changes in
interest  rates  and  by  such  reaction  to  reduce  the inflationary impact on
performance. Interest rates do not necessarily move in the same direction, or at
the  same magnitude, as the prices of other goods and services. Management seeks
to  manage the relationship between interest-sensitive assets and liabilities in
order  to  protect  against  wide  interest  rate  fluctuations, including those
resulting  from  inflation.

     Various  information  shown  elsewhere  in  the  report  will assist in the
understanding  of  how  well  the  Company  is  positioned  to react to changing
interest  rates  and  inflationary  trends.  In  particular,  the summary of net
interest  income,  the  maturity  distribution,  the composition of the loan and
security  portfolios  and  the  data  on  the  interest sensitivity of loans and
deposits  should  be  considered.


                                        7
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To  the  Board  of  Directors
Decatur  First  Bank  Group,  Inc.

We  have  audited  the accompanying consolidated balance sheets of Decatur First
Bank  Group,  Inc.  and  subsidiary  as  of  December 31, 2000 and 1999, and the
related statements of operations, comprehensive income, changes in shareholders'
equity  and  cash flows for each of the three years in the period ended December
31,  2000.  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 Decatur First Bank
Group,  Inc.  and subsidiary as of December 31, 2000 and 1999 and the results of
their  operations and their cash flows for each of the three years in the period
ended  December  31,  2000  in  conformity  with  generally  accepted accounting
principles.

                                                  /s/ Porter Keadle Moore, LLP


Atlanta,  Georgia
February  2,  2001


                                        8
<PAGE>
<TABLE>
<CAPTION>
                                   DECATUR FIRST BANK GROUP, INC.

                                     CONSOLIDATED BALANCE SHEETS

                                     DECEMBER 31, 2000 AND 1999

                                               Assets
                                               ------


                                                                                2000         1999
                                                                            ------------  ------------
<S>                                                                         <C>           <C>
Cash and due from banks                                                     $ 2,502,516     1,862,971
Federal funds sold                                                            9,710,000     2,990,000
                                                                            ------------  ------------

                Cash and cash equivalents                                    12,212,516     4,852,971

Investment securities available for sale                                     22,542,350    17,090,555
Loans, net                                                                   34,792,540    24,600,372
Premises and equipment, net                                                   2,106,324     1,951,842
Accrued interest receivable and other assets                                  1,365,981     1,263,156
                                                                            ------------  ------------

                                                                            $73,019,711    49,758,896
                                                                            ============  ============

                                  Liabilities and Shareholders' Equity
                                  ------------------------------------

Deposits:
   Demand                                                                   $11,031,292     8,603,734
   Money market and NOW accounts                                             20,222,763    15,005,873
   Savings                                                                    1,191,480       930,260
   Time                                                                      18,932,247    11,593,254
   Time over $100,000                                                         7,264,613     5,091,246
                                                                            ------------  ------------

                Total deposits                                               58,642,395    41,224,367

Federal Home Loan Bank advance                                                5,000,000             -
Accrued interest payable and other liabilities                                  488,550       137,944
                                                                            ------------  ------------

                Total liabilities                                            64,130,945    41,362,311
                                                                            ------------  ------------

Commitments

Shareholders' equity:
   Preferred stock, no par value; 2,000,000 shares
      authorized; no shares issued and outstanding                                    -             -
   Common stock, par value $5; 10,000,000 shares authorized;
      943,002 and 942,589 shares issued in 2000 and 1999, respectively        4,715,010     4,712,945
   Additional paid-in capital                                                 4,678,378     4,674,924
   Accumulated deficit                                                         (297,791)     (588,405)
   Treasury stock, at cost (10,000 and 140 shares, in 2000 and
      1999, respectively)                                                      (125,000)       (1,600)
   Accumulated other comprehensive income (loss)                                (81,831)     (401,279)
                                                                            ------------  ------------

                Total shareholders' equity                                    8,888,766     8,396,585
                                                                            ------------  ------------

                                                                            $73,019,711    49,758,896
                                                                            ============  ============
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                        9
<PAGE>
<TABLE>
<CAPTION>

                                       DECATUR FIRST BANK GROUP, INC.

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                            FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


                                                                            2000          1999       1998
                                                                       ---------------  ---------  -----------
Interest income:
<S>                                                                    <C>              <C>       <C>
   Interest and fees on loans                                          $     3,199,399  1,518,645     561,449
   Interest on taxable investment securities                                 1,120,942  1,083,238     847,429
   Interest on federal funds sold                                              242,852    125,224     247,865
                                                                       ---------------  ---------  -----------
          Total interest income                                              4,563,193  2,727,107   1,656,743
                                                                       ---------------  ---------  -----------
Interest expense:
   Interest on money market and NOW accounts                                   393,927    306,765     239,323
   Interest on savings and time deposits                                     1,106,323    648,670     354,590
   Other                                                                       252,769         -            -
                                                                       ---------------  ---------  -----------
          Total interest expense                                             1,753,019    955,435     593,913
                                                                       ---------------  ---------  -----------
          Net interest income                                                2,810,174  1,771,672   1,062,830
Provision for loan losses                                                      250,000    152,090     314,800
                                                                       ---------------  ---------  -----------
          Net interest income after provision for loan losses                2,560,174  1,619,582     748,030
                                                                       ---------------  ---------  -----------
Other income:
   Service charges on deposit accounts                                         205,425    121,654      88,876
   Gain on sale of loans                                                        65,571    181,663      40,770
   Other income                                                                 73,214     73,100      40,165
                                                                       ---------------  ---------  -----------
          Total other income                                                   344,210    376,417     169,811
                                                                       ---------------  ---------  -----------
Other expenses:
   Salaries and employee benefits                                            1,220,852    916,373     734,796
   Occupancy and equipment                                                     292,303    223,468     178,536
   Other operating                                                             922,497    740,336     495,432
                                                                       ---------------  ---------  -----------
          Total other expenses                                               2,435,652  1,880,177   1,408,764
                                                                       ---------------  ---------  -----------
          Earnings (loss) before income taxes and cumulative effect
             of accounting change for organizational costs                     468,732    115,822    (490,923)
Income tax expense (benefit)                                                   178,118   (411,122)          -
                                                                       ---------------  ---------  -----------
Earnings (loss) before cumulative effect of accounting change
     for organizational costs                                                  290,614    526,944    (490,923)
Cumulative effect of accounting change for organizational costs                      -         -      (78,560)
                                                                       ---------------  ---------  -----------
          Net earnings (loss)                                          $       290,614    526,944    (569,483)
                                                                       ===============  =========  ===========
Basic earnings (loss) per common share:
   Basic earnings (loss) before cumulative effect of accounting change
     for organizational costs                                          $           .31        .56        (.52)
   Cumulative effect of accounting change for organizational costs                   -          -        (.08)
                                                                       ---------------  ---------  -----------
          Basic earnings (loss) per share                              $           .31        .56        (.60)
                                                                       ===============  =========  ===========
Diluted earnings (loss) per common share:
   Diluted earnings (loss) before cumulative effect of accounting
     change for organizational costs                                   $           .30        .56        (.52)
   Cumulative effect of accounting change for organizational costs                   -          -        (.08)
                                                                       ---------------  ---------  -----------
          Diluted earnings (loss) per share                            $           .30        .56        (.60)
                                                                       ===============  =========  ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       10
<PAGE>
<TABLE>
<CAPTION>
                               DECATUR FIRST BANK GROUP, INC.

                       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                    FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



                                                                2000       1999      1998
                                                             ----------  ---------  ---------
<S>                                                          <C>         <C>        <C>
Net earnings (loss)                                          $ 290,614    526,944   (569,483)
                                                             ----------  ---------  ---------

Other comprehensive income:
   Unrealized gains (losses) on investment securities
     available for sale                                        515,239   (739,406)    95,588
   Income tax (expense) benefit related to investment
     securities available for sale                            (195,791)   246,037          -
                                                             ----------  ---------  ---------

       Total other comprehensive income (loss), net of tax     319,448   (493,369)    95,588
                                                             ----------  ---------  ---------

       Total comprehensive income (loss)                     $ 610,062     33,575   (473,895)
                                                             ==========  =========  =========
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                        DECATUR FIRST BANK GROUP, INC.

                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                            FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



                                                                                   Accumulated
                                             Additional                               Other
                                   Common     Paid-in    Accumulated   Treasury   Comprehensive
                                   Stock      Capital      Deficit       Stock    Income (Loss)     Total
                                 ----------  ----------  ------------  ---------  --------------  ----------
<S>                              <C>         <C>         <C>           <C>        <C>             <C>
Balance, December 31, 1997       $4,707,720   4,668,036     (545,866)         -          (3,498)  8,826,392

Issuance of common stock              1,900       1,900            -          -               -       3,800

Change in unrealized gain
 (loss) on securities available
 for sale                                 -           -            -          -          95,588      95,588

Net loss                                  -           -     (569,483)         -               -    (569,483)
                                 ----------  ----------  ------------  ---------  --------------  ----------

Balance, December 31, 1998        4,709,620   4,669,936   (1,115,349)         -          92,090   8,356,297

Issuance of common stock              3,325       4,988            -          -               -       8,313

Purchase of  treasury stock,
  140 shares                              -           -            -     (1,600)              -      (1,600)

Change in unrealized gain
 (loss) on securities available
 for sale, net of tax                     -           -            -          -        (493,369)   (493,369)

Net earnings                              -           -      526,944          -               -     526,944
                                 ----------  ----------  ------------  ---------  --------------  ----------

Balance, December 31, 1999        4,712,945   4,674,924     (588,405)    (1,600)       (401,279)  8,396,585

Issuance of common stock              2,065       3,234            -          -               -       5,299

Sale of treasury stock,
  140 shares                              -         220            -      1,600               -       1,820

Purchase of  treasury stock,
  10,000 shares                           -           -            -   (125,000)              -    (125,000)

Change in unrealized gain
 (loss) on securities available
 for sale, net of tax                     -           -            -          -         319,448     319,448

Net earnings                              -           -      290,614          -               -     290,614
                                 ----------  ----------  ------------  ---------  --------------  ----------

Balance, December 31, 2000       $4,715,010   4,678,387     (297,791)  (125,000)        (81,831)  8,888,766
                                 ==========  ==========  ============  =========  ==============  ==========
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                       DECATUR FIRST BANK GROUP, INC.

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                            FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


                                                                        2000            1999         1998
                                                                    -------------    ----------  ------------
<S>                                                                 <C>              <C>         <C>
Cash flows from operating activities:
  Net earnings (loss)                                               $    290,614       526,944      (569,483)
  Adjustments to reconcile net earnings (loss) to net cash provided
    (used) by operating activities:
      Depreciation, amortization and accretion                           179,987       227,538       131,191
      Provision for loan losses                                          250,000       152,090       314,800
      Provision for stock awards                                           5,299         8,313         3,800
      Provision for deferred income taxes (benefit)                      157,235      (411,122)            -
      Cumulative effect of accounting change                                   -             -        78,560
      Loss on disposal of premises and equipment                               -             -        18,262
      Change in:
        Accrued interest receivable and other assets                    (455,855)     (203,484)     (247,244)
        Accrued interest payable and other liabilities                   350,607        49,892       (46,045)
                                                                    -------------    ----------  ------------

           Net cash provided (used) by operating activities              777,887       350,171      (316,159)
                                                                    -------------    ----------  ------------

Cash flows from investing activities:
  Proceeds from calls and maturities of investment securities
    held to maturity                                                           -       900,000     2,185,762
  Proceeds from calls and maturities of investment securities
    available for sale                                                 3,623,948     6,728,642     2,835,409
  Purchases of investment securities available for sale               (8,577,384)   (5,789,470)  (16,172,639)
  Net change in loans                                                (10,442,168)  (15,088,690)   (8,447,372)
  Purchase of premises and equipment                                    (317,586)   (1,098,332)     (118,357)
                                                                    -------------    ----------  ------------

           Net cash used by investing activities                     (15,713,190)  (14,347,850)  (19,717,197)
                                                                    -------------    ----------  ------------

Cash flows from financing activities:
  Net change in deposits                                              17,418,028    11,222,616    21,336,199
  Proceeds from Federal Home Loan Bank advance                         5,000,000             -             -
  Purchase of treasury stock                                            (125,000)       (1,600)            -
  Proceeds from sale of treasury stock                                     1,820             -             -
                                                                    -------------    ----------  ------------
           Net cash provided by financing activities                  22,294,848    11,221,016    21,336,199
                                                                    -------------    ----------  ------------
Net increase (decrease) in cash and cash equivalents                   7,359,545    (2,776,663)    1,302,843
Cash and cash equivalents at beginning of year                         4,852,971     7,629,634     6,326,791
                                                                    -------------    ----------  ------------
Cash and cash equivalents at end of year                            $ 12,212,516     4,852,971     7,629,634
                                                                    =============    ==========  ============

Supplemental schedule of noncash investing and financing
   activities:
   Change in net unrealized gain/loss on investment securities
      available for sale, net of tax                                $    319,449    (493,369)       95,588

Supplemental disclosures of cash flow information:
  Cash paid during the year for interest                            $  1,575,052     926,958       541,862
  Cash paid during the year for income taxes                        $     61,500           -             -
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                       13
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Basis  of  Presentation  and  Nature  of  Operations
     ----------------------------------------------------
     The consolidated financial statements include the accounts of Decatur First
     Bank  Group,  Inc. (the "Company") and its wholly owned subsidiary, Decatur
     First  Bank  (the  "Bank").  All  significant  intercompany  accounts  and
     transactions  have  been  eliminated  in  consolidation.

     The  Bank  commenced  business  on  September  2,  1997 upon receipt of its
     banking  charter  from  the  Georgia Department of Banking and Finance (the
     "DBF").  The Bank is primarily regulated by the DBF and the Federal Deposit
     Insurance  Corporation  and  undergoes  periodic  examinations  by  these
     regulatory  agencies.  The Company is regulated by the Federal Reserve Bank
     of  Atlanta and also is subject to periodic examinations. The Bank provides
     a  full  range  of  commercial and consumer banking services throughout the
     Decatur  and  DeKalb  County  area  in  Georgia.

     The  accounting  principles  followed  by the Company and the Bank, and the
     methods  of  applying  these  principles,  conform  with generally accepted
     accounting  principles  (GAAP)  and  with  general practices in the banking
     industry.  In  preparing  the financial statements in conformity with GAAP,
     management  is  required  to make estimates and assumptions that affect the
     reported  amounts  in the financial statements. Actual results could differ
     significantly  from  these  estimates.  Material  estimates  common  to the
     banking industry that are particularly susceptible to significant change in
     the  near  term  include,  but are not limited to, the determination of the
     allowance  for  loan  losses,  the  valuation  of  real  estate acquired in
     connection  with  or  in  lieu  of  foreclosure  on  loans,  and  valuation
     allowances  associated  with  the realization of deferred tax assets, which
     are  based  on  future  taxable  income.

     Investment  Securities
     ----------------------
     The  Company classifies its securities in one of three categories: trading,
     available  for sale, or held to maturity. Trading securities are bought and
     held  principally for the purpose of selling them in the near term. Held to
     maturity  securities  are  those  securities  for which the Company has the
     ability  and  intent to hold until maturity. All securities not included in
     trading  or  held  to  maturity  are  classified  as available for sale. At
     December 31, 2000 and 1999, all securities were classified as available for
     sale.

     Trading  and available for sale securities are recorded at fair value. Held
     to  maturity securities are recorded at cost, adjusted for the amortization
     or  accretion  of  premiums  or  discounts . Unrealized gains and losses on
     trading securities are recognized in earnings. Unrealized holding gains and
     losses, net of the related tax effect, on securities available for sale are
     excluded  from  earnings  and  are  reported  as  a  separate  component of
     shareholders'  equity  until  realized.  Transfers  of  securities  between
     categories  are  recorded  at  fair  value  at  the  date  of  transfer.

     A decline in the market value of any available for sale or held to maturity
     security  below  cost  that  is  deemed  other than temporary is charged to
     earnings  and  establishes  a  new  cost  basis  for  the  security.

     Premiums  and  discounts  are  amortized  or  accreted over the life of the
     related  securities  as adjustments to the yield. Realized gains and losses
     for  securities  classified  as available for sale and held to maturity are
     included  in  earnings  and  are  derived using the specific identification
     method  for  determining  the  cost  of  securities  sold.

     Loans  and  Allowance  for  Loan  Losses
     ----------------------------------------
     Loans  are stated at principal amount outstanding, net of the allowance for
     loan  losses. Unearned interest on discounted loans is recognized as income
     over  the  term  of  the  loans  using a method, which approximates a level
     yield.  Interest  on other loans is calculated by using the simple interest
     method  on  daily  balances  of  the  principal  amount  outstanding.

     A  loan  is  considered  impaired  when,  based  on current information and
     events,  it  is  probable that all amounts due according to the contractual
     terms  of  the  loan  agreement  will  not be collected. Impaired loans are
     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 at the fair value of the collateral of the loan
     if the loan is collateral dependent. Accrual of interest is discontinued on
     a  loan  when  management believes, after considering economic and business
     conditions  and  collection efforts that the borrower's financial condition
     is  such  that  collection  of  interest  is  doubtful.


                                       14
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

     Loans  and  Allowance  for  Loan  Losses,  continued
     ----------------------------------------------------
     Servicing  assets  and liabilities are assessed for impairment or increased
     obligation based upon their fair values. When the Bank sells the portion of
     a  loan  guaranteed  by the U.S. Small Business Administration ("SBA"), the
     investment  in  the  entire  loan  is  allocated between the guaranteed and
     unguaranteed  portions  of  the  loan,  as well as the servicing assets and
     interest-only  strip  receivable,  based  upon their respective fair market
     values  at  the date of sale. Gains on sales of loans, calculated by taking
     the net proceeds from the sale less the allocated sold portion of the loan,
     are  presented  in  the  statement of operations net of brokerage expenses.

     Servicing  assets  and  interest-only strips receivable recognized from the
     sales  of the portion of loans guaranteed by SBA with the retention of loan
     servicing  are  carried  at  the  present  value  of  estimated  future net
     servicing  income  over  the estimated lives of the related SBA loans, less
     amounts  amortized.  Amortization of these assets is computed using a level
     yield  method  over  the estimated remaining lives of the related SBA loans
     taking into consideration assumed prepayment patterns. Servicing assets and
     interest-only  strips  receivable  are measured for impairment periodically
     via stratification of the assets by predominant risk characteristic such as
     loan  term  and  interest rate. No valuation allowances were required based
     upon  the evaluation for impairment at December 31, 2000. There were no SBA
     loans  held  for  sale  at  December  31,  2000  or  1999.

     The  allowance  for loan losses is established through a provision for loan
     losses charged to expense. Loans are charged against the allowance for loan
     losses when management believes that the collectibility of the principal is
     unlikely.  The  allowance  represents  an  amount,  which,  in management's
     judgment, will be adequate to absorb probable losses on existing loans that
     may  become  uncollectible.

     Management's judgment in determining the adequacy of the allowance is based
     on  evaluations of the collectibility of loans. These evaluations take into
     consideration  such factors as changes in the nature and volume of the loan
     portfolio,  current  economic  conditions  that  may  affect the borrower's
     ability  to  pay,  overall portfolio quality and review of specific problem
     loans.  In  determining  the  adequacy  of  the  allowance  for loan losses
     management  uses four different methods as indicators of the reasonableness
     of  the  allowance.  The methods used include a risk method (using internal
     classifications  along  with  regulatory  classifications),  historical
     charge-offs,  comparison to a peer group, and current classifications based
     on  the  loan grading system. The combination of these results are compared
     quarterly  to the recorded allowance for loan losses for reasonableness and
     material differences are adjusted by increasing or decreasing the provision
     for  loan  losses.  Management  uses  an  external  loan  review program to
     challenge  and  corroborate  the  internal  loan grading system and provide
     additional  analysis  in  determining the adequacy of the allowance and the
     future  provisions  for  estimated  loan  losses.

     Management  believes  that the allowance for loan losses is adequate. While
     management  uses available information to recognize losses on loans, future
     additions  to  the  allowance may be necessary based on changes in economic
     conditions.  In  addition, various regulatory agencies, as an integral part
     of  their examination process, periodically review the Bank's allowance for
     loan  losses.  Such agencies may require the Bank to recognize additions to
     the  allowance  based  on  judgments  different  than  those of management.

     Premises  and  Equipment
     ------------------------
     Premises  and  equipment  are stated at cost less accumulated depreciation.
     Depreciation  is provided using the straight-line method over the estimated
     useful  lives  of  the  assets. Leasehold improvements are amortized on the
     straight-line  method over the shorter of the estimated useful lives of the
     improvements  or  the  terms  of  the  related  leases.  Costs incurred for
     maintenance  and  repairs  are  expensed  currently.

     Depreciation  expense  is  computed using the straight-line method over the
     following  estimated  useful  lives:

     Leasehold  improvements                          10 - 40  years
     Furniture  and  equipment                         3 - 10  years


                                       15
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

     Organizational  Costs  -  Accounting  Change
     --------------------------------------------
     The  Company  incurred  certain  costs in connection with its organization,
     which  were  capitalized. These costs were being amortized over five years.
     During  1998,  the Accounting Standards Executive Committee of the American
     Institute  of  Certified  Public  Accountants  issued Statement of Position
     (SOP)  98-5,  which  changed the accounting requirements for organizational
     costs.  SOP  98-5  requires these types of costs to be expensed as incurred
     rather than capitalized and amortized. The Company elected to implement SOP
     98-5 as of the beginning of 1998 and correspondingly reported the charge as
     a cumulative effect of an accounting change in the statement of operations.

     Income  Taxes
     -------------
     Deferred  tax  assets  and  liabilities  are  recognized for the future tax
     consequences  attributable  to  differences between the financial statement
     carrying  amounts  of  existing assets and liabilities and their respective
     tax  bases  and  operating  loss and tax credit carryforwards. Deferred tax
     assets  and  liabilities  are  measured using enacted tax rates expected to
     apply  to  taxable income in the years in which those temporary differences
     are  expected to be recovered or settled. The effect on deferred tax assets
     and  liabilities  of  a  change in tax rates is recognized in income in the
     period  that  includes  the  enactment  date.

     In  the  event  the  future  tax  consequences  of  differences between the
     financial  reporting  bases and the tax bases of the assets and liabilities
     results  in  deferred tax assets, an evaluation of the probability of being
     able  to realize the future benefits indicated by such asset is required. A
     valuation  allowance  is provided for the portion of the deferred tax asset
     when  it  is  more likely than not that some portion or all of the deferred
     tax  asset  will  not  be  realized.  In assessing the realizability of the
     deferred  tax  assets,  management  considers  the  scheduled  reversals of
     deferred tax liabilities, projected future taxable income, and tax planning
     strategies.

     Net  Earnings  Per  Common  Share
     ---------------------------------
     The  Company  is  required  to  report  earnings  per common share with and
     without  the  dilutive  effects  of  potential  common stock issuances from
     instruments  such  as  options,  convertible securities and warrants on the
     face  of  the statements of operations. Basic earnings per common share are
     based  on  the  weighted average number of common shares outstanding during
     the  period while the effects of potential common shares outstanding during
     the  period  are  included in diluted earnings per share. Additionally, the
     Company  must  reconcile the amounts used in the computation of both "basic
     earnings  per  share"  and  "diluted  earnings  per  share".  For 1999, the
     potential  effect of outstanding options would be immaterial, and therefore
     is  not  presented.  For  1998, the potential effect of outstanding options
     would be anti-dilutive, and therefore is not presented. Earnings per common
     share  amounts  for  the  year  ended  December  31,  2000  are as follows:

<TABLE>
<CAPTION>
                                                     Net Earnings   Common Shares    Per Share
                                                     (Numerator)    (Denominator)     Amount
                                                    --------------  --------------  -----------
<S>                                                 <C>             <C>             <C>
     Basic earnings per share                       $      290,614         939,220  $      .31
     Effect of dilutive securities - stock options               -          16,006        (.01)
                                                    --------------  --------------  -----------
     Diluted earnings per share                     $      290,614         955,226  $      .30
                                                    ==============  ==============  ===========
</TABLE>

     Recent  Accounting  Pronouncements
     ----------------------------------
     In  1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133
     ("SFAS  No.  133"),  "Accounting  for  Derivative  Instruments  and Hedging
     Activities".  SFAS  No.  133 establishes accounting and reporting standards
     for  hedging activities and for derivative instruments including derivative
     instruments  embedded  in  other  contracts.  It  requires  the  fair value
     recognition  of  derivatives  as  assets  or  liabilities  in the financial
     statements.  SFAS  No.  133  is  effective  January 1, 2001. At the date of
     initial  application,  an entity may transfer any held to maturity security
     into  the  available  for  sale  or trading categories without calling into
     question  the  entity's  intent to hold other securities to maturity in the
     future.  The  Company believes the adoption of SFAS No. 133 will not have a
     material  impact  on  its  financial  position,  results  of  operations or
     liquidity.


                                       16
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(2)  INVESTMENT  SECURITIES
     Investment  securities  at  December  31,  2000  and  1999  are as follows:

<TABLE>
<CAPTION>
                                                          December 31, 2000
                                    -------------------------------------------------------
     SECURITIES AVAILABLE FOR SALE:                        Gross       Gross     Estimated
                                         Amortized       Unrealized  Unrealized     Fair
                                            Cost           Gains       Losses      Value
                                    -------------------------------------------------------
<S>                                  <C>                 <C>         <C>         <C>
     U.S. Government agencies        $       19,485,947      13,744     116,388  19,383,303
     Mortgage-backed securities               3,188,388       2,155      31,496   3,159,047
                                     ------------------  ----------  ----------  ----------

                                     $       22,674,335      15,899     147,884  22,542,350
                                     ==================  ==========  ==========  ==========


                                                          December 31, 1999
                                    -------------------------------------------------------
                                                           Gross       Gross     Estimated
                                     Amortized           Unrealized  Unrealized    Fair
                                        Cost                Gains      Losses      Value
                                    -------------------------------------------------------
     U.S. Government agencies        $       14,637,620           -     510,618  14,127,002
     Mortgage-backed securities               3,100,160           -     136,607   2,963,553
                                     ------------------  ----------  ----------  ----------

                                     $       17,737,780           -     647,225  17,090,555
                                     ==================  ==========  ==========  ==========
</TABLE>

     The  amortized  cost  and  estimated  fair  value  of investment securities
     available for sale at December 31, 2000, by contractual maturity, are shown
     below.  Expected maturities will differ from contractual maturities because
     borrowers have the right to call or prepay obligations with or without call
     or  prepayment  penalties.

                                        Amortized   Estimated
                                          Cost      Fair Value
                                       -----------  ----------
     U.S. Government agencies
        Within 1 year                  $ 5,806,451   5,797,015
        1 to 5 years                    12,220,602  12,152,886
        5 to 10 years                    1,458,894   1,433,402
     Mortgage-backed securities          3,188,388   3,159,047
                                       -----------  ----------

                                       $22,674,335  22,542,350
                                       ===========  ==========

     Securities  with  a carrying value of approximately $7,478,000 and $500,000
     as  of  December  31,  2000  and 1999, respectively, were pledged to secure
     public  deposits  as  required by law as well as the Federal Home Loan Bank
     advance.


                                       17
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(3)  LOANS
     Major classifications of loans at December 31, 2000 and 1999 are summarized
     as  follows:

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

      Commercial, financial and agricultural  $   9,659,176     8,712,890
      Real estate - mortgage                     22,955,837    12,688,651
      SBA loans                                     710,579       964,144
      Consumer                                    2,001,516     2,607,843
                                              -------------  ------------

                                                 35,327,108    24,973,528

       Less:   Allowance for loan losses            534,568       373,156
                                              -------------  ------------

                                              $  34,792,540    24,600,372
                                              =============  ============


     The Bank grants loans and extensions of credit to individuals and a variety
     of  businesses  and  corporations  located in its general trade area of the
     city  of  Decatur,  DeKalb County, Georgia and adjoining counties. Although
     the  Bank  has  a  diversified loan portfolio, a substantial portion of the
     loan portfolio is collateralized by improved and unimproved real estate and
     is  dependent  upon  the  real  estate  market.

     An  analysis of the activity in the allowance for loan losses for the years
     ended  December  31,  2000,  1999  and  1998  is  presented  below:


                                         2000       1999      1998
                                       ---------  --------  ---------

      Balance at beginning of year     $373,156   198,055     32,000
      Provision charged to operations   250,000   152,090    314,800
      Loans charged off                 (93,159)   (5,158)  (148,745)
      Recoveries                          4,571    28,169          -
                                       ---------  --------  ---------

      Balance at end of year           $534,568   373,156    198,055
                                       =========  ========  =========


(4)  PREMISES  AND  EQUIPMENT
     Major  classifications of premises and equipment are summarized as follows:


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

     Land                            $    8,488      8,488
     Leasehold improvements           1,783,967  1,618,707
     Furniture and equipment            683,434    531,108
                                     ----------  ---------

                                      2,475,889  2,158,303
     Less: Accumulated depreciation     369,565    206,461
                                     ----------  ---------

                                     $2,106,324  1,951,842
                                     ==========  =========

     Depreciation  expense  amounted  to $163,104, $111,770 and $78,632 in 2000,
     1999  and  1998,  respectively.


                                       18
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(5)  DEPOSITS
     Maturities  of  time  deposits  at  December  31,  2000  are  as  follows:

          Maturing in:
          2001          $25,351,739
          2002              253,380
          2003              185,512
          2004              158,179
          2005              248,050
                        -----------

                        $26,196,860
                        ===========

(6)  FEDERAL  HOME  LOAN  BANK  ADVANCE
     The Federal Home Loan Bank advance totaled $5,000,000 at December 31, 2000.
     The advance matures March 1, 2010. Interest is paid quarterly at 5.92%. The
     advance  is  collateralized  by  certain  investment  securities.

(7)  INCOME  TAXES
     The components of income tax expense (benefit) for the years ended December
     31,  2000  and  1999  is  as  follows:

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

          Currently payable              $ 20,883         -
          Deferred tax expense            157,235    30,957
          Change in valuation allowance         -  (442,079)
                                         --------  ---------

                                         $178,118  (411,122)
                                         ========  =========

     The  difference  between  income  tax  expense  and  the amount computed by
     applying  the  statutory  federal income tax rate to earnings before income
     taxes for the year ended December 31, 2000 is primarily due to state income
     taxes.  The differences between income tax expense (benefit) and the amount
     computed  by applying the statutory federal income tax rate to the earnings
     (loss)  before  income taxes for the years ended December 31, 1999 and 1998
     relate  primarily  to  the  benefit of net operating loss carryforwards not
     recognized  and  changes  in  the  valuation  allowance.

     The  following  summarizes the components of deferred taxes at December 31,
     2000  and  1999.

<TABLE>
<CAPTION>
                                                                         2000      1999
                                                                       ---------  --------
<S>                                                                    <C>        <C>
Deferred income tax assets:
Allowance for loan losses                                              $170,342   122,734
Pre-opening expenses                                                     52,606    86,347
Operating loss carryforwards and credits                                 54,253   218,966
Net unrealized losses on securities available for sale                   50,154   245,946
Contributions                                                                 -     3,177
Discount on SBA loans, net                                                  748       565
                                                                       ---------  --------

Total gross deferred income tax assets                                  328,103   677,735

Deferred income tax liabilities, consisting of premises and equipment   (24,062)  (20,667)
                                                                       ---------  --------

Net deferred tax assets                                                $304,041   657,068
                                                                       =========  ========
</TABLE>

     At  December  31,  2000,  the  Company  had  state  net  operating  loss
     carryforwards for tax purposes of approximately $860,000 that will begin to
     expire  in  2012  if  not  previously  utilized.


                                       19
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(8)  COMMITMENTS
     On September 9, 1996, the Company entered into an operating lease agreement
     for  space  to  serve  as  the main office of the Company and the Bank. The
     lease  term  also includes an option to purchase the property at a price of
     $500,000.  The total rental expense was $57,000 in 2000 and $54,000 in 1999
     and  1998.  Future minimum lease payments required for all operating leases
     having  a  remaining term in excess of one year at December 31, 2000 are as
     follows:

          2001                                                    $ 68,902
          2002                                                      36,715
          2003                                                      14,215
          2004                                                      14,215
          2005                                                      11,846
                                                                  --------

                                                                  $145,893
                                                                  ========

     The  Company  entered  into  an employment agreement with its President and
     Chief  Executive  Officer,  providing  for  an  initial  term of five years
     commencing  June  1,  1996, and an automatic annual extension subsequent to
     that  five-year  period.  The  agreement  provides  for  a  base salary, an
     incentive  bonus  based  on five percent of the Company's pre-tax earnings,
     and  47,000  stock  options,  which vest equally over five years at $10 per
     share.  Additionally,  the Company is to maintain a $1,500,000 key man life
     insurance  policy,  with  $1,000,000  payable  to  the Company and $500,000
     payable to the President's family. The agreement further provides for other
     perquisites,  and  subjects  the  President  to  certain  non-compete
     restrictions.

     The Bank is a party to financial instruments with off-balance-sheet risk in
     the normal course of business to meet the financing needs of its customers.
     These  financial  instruments  include  commitments  to  extend  credit and
     standby  letters  of credit. Those instruments involve, to varying degrees,
     elements  of  credit  risk  in  excess  of  the  amount  recognized  in the
     consolidated  balance  sheet.  The contractual amounts of those instruments
     reflect  the  extent  of  involvement the Bank has in particular classes of
     financial  instruments.

     The  Bank's  exposure to credit loss in the event of non-performance 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.  The  Bank  uses  the  same  credit  policies in making
     commitments  and  conditional  obligations  as it does for on-balance-sheet
     instruments.  In  most  cases,  the  Bank  requires  collateral  to support
     financial  instruments  with  credit  risk.

                                                      2000         1999
                                                   -----------  ----------
     Financial instruments whose contract amounts
      represent credit risk (in thousands):
        Commitments to extend credit               $12,739,000  10,129,000
        Standby letters of credit                  $    99,000           -

(9)  EMPLOYEE  BENEFIT  PROGRAMS
     The Company sponsors a 401(k) plan for the benefit of its employees subject
     to  certain  minimum  age  and  service  requirements. The Company does not
     intend to make contributions to the plan until cumulative profitability has
     been  attained.

     Additionally,  during  2000,  1999 and 1998, the Board awarded 413, 665 and
     380 shares, respectively, to certain employees based upon their tenure with
     the  Bank.  The  fair  value  of these shares of $5,299, $8,313 and $3,800,
     respectively,  was  charged  to  operations  upon  issuance  of the shares.

     The  Company  adopted a Stock Incentive Plan in 1998 covering up to 143,000
     shares  of  the  Company's  common  stock.  The  Plan  is administered by a
     committee  of  the  Board  of  Directors  and  provides for the granting of
     options  to  purchase shares of common stock to officers, directors and key
     employees  of  the  Company  and  Bank.  The  exercise price of each option
     granted  under  the Plan will not be less than the fair market value of the
     shares  of  common  stock  subject  to  the  option on the date of grant as
     determined  by  the Board of Directors. Options are exercisable in whole or
     in  part  upon  such  terms  as may be determined by the committee, and are
     exercisable  no  later  than  ten  years  after  the  date  of  grant.


                                       20
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(9)  EMPLOYEE  BENEFIT  PROGRAMS,  CONTINUED
     On  March  17, 1998, the Board granted options to purchase 80,031 shares of
     common  stock  to  certain officers. The shares were granted at an exercise
     price of $10, vest evenly over a 5-year period and are exercisable no later
     than  ten  years  from  the  date  of  grant.

     A  summary  status  of  the  Company's stock option plan as of December 31,
     2000,  1999  and  1998,  and changes during the years, are presented below:

<TABLE>
<CAPTION>
                                      2000               1999                1998
                                 -----------------  -----------------   -----------------
                                          Weighted           Weighted             Weighted
                                           Average            Average              Average
                                          Exercise           Exercise             Exercise
                                 Shares     Price    Shares    Price    Shares      Price
                                 -------  ---------  ------  ---------  ------    ---------
<S>                              <C>      <C>         <C>     <C>        <C>      <C>
Outstanding, beginning of year    80,031  $   10.00   80,031  $   10.00       -          -
Granted during the year               -                  -                80,031  $   10.00
                                 -------             -------             -------

Outstanding, end of year          80,031  $   10.00   80,031  $   10.00   80,031  $   10.00
                                 =======             =======             =======

Options exercisable at year end   32,012  $   10.00   16,006  $   10.00      --          -
                                 =======             =======             =======
</TABLE>

     The  weighted  average  remaining  contractual lives of these stock options
     were  7.25  as  of  December  31,  2000.

     The  Company  is encouraged, but not required, to compute the fair value of
     options  at  the  date of grant and to recognize such costs as compensation
     expense over the vesting period or immediately if only subject to a service
     requirement  and  the award is expected to vest. The Company has chosen not
     to  adopt  the cost recognition principles, and no compensation expense has
     been  recognized  related  to  the stock option plan. Had compensation cost
     been  determined  based  upon  the  fair  value of the options at the grant
     dates,  the  Company's  net  loss and net loss per share for the year ended
     December  31,  1998  for grants made during 1998 would have been reduced to
     the  proforma  amounts  indicated  below:

                                              NET LOSS
                                 NET LOSS    PER  SHARE
                                -----------  ----------
          As reported            $  569,483  $     0.60
          Proforma               $  859,195  $     0.91

     The  fair  value of each option is estimated on the date of grant using the
     Minimum Value pricing model with the following weighted average assumptions
     used  for  grants  in 1998: no dividend yield, a risk free interest rate of
     4.7%,  and  an  expected  life  of  10  years. For disclosure purposes, the
     Company  immediately  recognized  the expense assuming that all awards will
     vest.

(10) RELATED  PARTY  TRANSACTIONS
     The  Bank  conducts transactions with its directors and officers, including
     companies in which they have a beneficial interest, in the normal course of
     business. It is the Bank's policy to comply with federal regulations, which
     require  that  loan  and  deposit transactions with directors and executive
     officers be made on substantially the same terms as those prevailing at the
     time  made for comparable loans and deposits to other persons. For the year
     ended  December  31,  2000, loans made to related parties totaled $567,662,
     repayments totaled $244,583, resulting in an ending balance of $747,727. As
     of  December  31,  2000  and  1999,  there  were $1,743,461 and $1,975,159,
     respectively,  of  related  party  deposits.


                                       21
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(11) REGULATORY  MATTERS
     The  Company  and  the  Bank  are  subject  to  various  regulatory capital
     requirements  administered by the federal banking agencies. Failure to meet
     minimum  capital  requirements  can initiate certain mandatory and possibly
     additional  discretionary  actions by regulators that, if undertaken, could
     have  a  direct  material effect on the financial statements. Under certain
     adequacy  guidelines  and  the  regulatory  framework for prompt corrective
     action,  specific  capital guidelines that involve quantitative measures of
     the  assets, liabilities, and certain off-balance sheet items as calculated
     under  regulatory accounting practices must be met. The 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  the Bank to maintain minimum amounts and ratios
     (set  forth  in the table below) of Total and Tier 1 Capital (as defined in
     the  regulations)  to  risk-weighted  assets  (as  defined),  and of Tier 1
     Capital  (as  defined) to average assets (as defined). Management believes,
     as  of  December  31,  2000, that the Company and the Bank meet all capital
     adequacy  requirements  to  which  they  are  subject.

     As  of  December  31,  2000,  the most recent notification from the Federal
     Deposit  Insurance  Corporation  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  1  risk-based and Tier 1 leverage ratios as set forth in
     the  table.  There are no conditions or events since that notification that
     management  believes  have  changed  the  Bank's  category.

     The  actual  capital  amounts  and  ratios are also presented in the table.

<TABLE>
<CAPTION>
                                                                           To Be Well
                                                                        Capitalized Under
                                                     For Capital        Prompt Corrective
                                   Actual          Adequacy Purposes    Action Provisions
                            --------------------  -------------------  ------------------
                              Amount      Ratio     Amount     Ratio     Amount    Ratio
                            ----------    ------  ----------   ------  ----------  ------
<S>                         <C>           <C>     <C>          <C>     <C>         <C>
AS OF DECEMBER 31, 2000:
Total Capital
 (to Risk Weighted Assets)
   Consolidated             $9,630,000     19.2%  $4,020,000     8.0%      N/A        N/A
   Bank                     $8,342,000     16.7%  $3,998,000     8.0%  $ 4,997,000   10.0%
Tier 1 Capital
 (to Risk Weighted Assets)
   Consolidated             $9,095,000     18.1%  $2,010,000     4.0%      N/A        N/A
   Bank                     $7,807,000     15.6%  $1,999,000     4.0%  $ 2,998,000    6.0%
Tier 1 Capital
 (to Average Assets)
   Consolidated             $9,095,000     13.6%  $2,682,000     4.0%      N/A        N/A
   Bank                     $7,807,000     11.9%  $2,635,000     4.0%  $ 3,294,000    5.0%

AS OF DECEMBER 31, 1999:
Total Capital
 (to Risk Weighted Assets)
   Consolidated             $  8,291,000   22.8%  $ 2,916,000    8.0%      N/A        N/A
   Bank                     $  7,478,000   20.7%  $ 2,890,000    8.0%  $ 3,613,000   10.0%
Tier 1 Capital
 (to Risk Weighted Assets)
   Consolidated             $ 7,918,000    21.7%  $ 1,458,000    4.0%      N/A        N/A
   Bank                     $ 7,105,000    19.7%  $ 1,445,000    4.0%  $ 2,168,000    6.0%
Tier 1 Capital
 (to Average Assets)
   Consolidated             $ 7,918,000    17.7%  $ 1,794,000    4.0%      N/A        N/A
   Bank                     $ 7,105,000    16.3%  $ 1,746,000    4.0%  $ 2,183,000    5.0%
</TABLE>


                                       22
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(10) REGULATORY  MATTERS,  CONTINUED
     Dividends paid by the Bank are the primary source of funds available to the
     Company. Banking regulations limit the amount of dividends that may be paid
     without  prior  approval  of the regulatory authorities. These restrictions
     are  based  on  the level of regulatory classified assets, the prior years'
     net  earnings, and the ratio of equity capital to total assets. The Bank is
     currently  not  allowed  to  pay  dividends to the Company until it becomes
     cumulatively  profitable.

(11) STOCKHOLDERS'  EQUITY
     Shares  of  preferred  stock may be issued from time to time in one or more
     series  as  established  by  resolution  of  the  Board of Directors of the
     Company, up to a maximum of 2,000,000 shares. Each resolution shall include
     the number of shares issued, preferences, special rights and limitations as
     determined  by  the  Board.

(12) DECATUR  FIRST BANK GROUP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION

                                 Balance Sheets

                           December 31, 2000 and 1999


                                     Assets
                                     ------

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

     Cash and interest bearing deposits        $   54,772    172,996
     Investment in Bank                         7,764,524  7,173,076
     Investment securities available for sale     992,965    962,600
     Other assets                                  76,505     87,913
                                               ----------   --------

                                               $8,888,766  8,396,585
                                               ==========  =========

             Liabilities and Shareholders' Equity
             ------------------------------------

     Shareholders' equity                      $8,888,766  8,396,585
                                               ==========  =========


                                       23
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(12) DECATUR  FIRST BANK GROUP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION


<TABLE>
<CAPTION>
                                      Statements of Operations

                        For the Years Ended December 31, 2000, 1999 and 1998


                                                                         2000      1999       1998
                                                                       ---------  -------   ---------
<S>                                                                    <C>        <C>       <C>
Income:
   Interest income                                                     $ 58,396    59,136     70,281
                                                                       ---------  -------   ---------

Expenses:
   Salaries and employee benefits                                         5,299     8,313      4,091
   Other operating                                                       61,448    35,515     13,549
                                                                       ---------  -------   ---------

     Total expenses                                                      66,747    43,828     17,640
                                                                       ---------  -------   ---------

     Earnings (loss) before equity in undistributed earnings (loss) of
       Bank, income taxes and cumulative effect of accounting change     (8,351)   15,308     52,641

Equity in undistributed earnings (loss) of Bank                         295,791   460,478   (591,333)

Income tax benefit                                                        3,174    51,158          -
                                                                       ---------  -------   ---------

     Earnings (loss) before cumulative effect of accounting change      290,614   526,944   (538,692)

Cumulative effect of accounting change for
   organizational costs                                                       -         -    (30,791)
                                                                       ---------  -------   ---------

     Net earnings (loss)                                               $290,614   526,944   (569,483)
                                                                       =========  =======   =========
</TABLE>


                                       24
<PAGE>
<TABLE>
<CAPTION>
                             DECATUR FIRST BANK GROUP, INC.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(12)  DECATUR FIRST BANK GROUP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION, CONTINUED

                                        Statements of Cash Flows

                          For the Years Ended December 31, 2000, 1999 and 1998


                                                                          2000        1999       1998
                                                                       ----------  ---------  -----------
<S>                                                                    <C>          <C>       <C>
Cash flows from operating activities:
   Net earnings (loss)                                                 $ 290,614    526,944     (569,483)
   Adjustments to reconcile net earnings (loss) to net cash provided
     by operating activities:
       Equity in undistributed (earnings) loss of Bank                  (295,791)  (460,478)     591,333
       Amortization                                                        8,007      8,294          927
       Provision for stock awards                                          5,299      8,313        3,800
       Provision for deferred taxes                                            -    (51,158)           -
       Cumulative effect of accounting change                                  -          -       30,791
       Change in other                                                    (3,173)         -       (9,532)
                                                                       ----------  ---------  -----------

            Net cash provided by operating activities                      4,956     31,915       47,836
                                                                       ----------  ---------  -----------

Cash flows from investing activities:
   Proceeds from maturities and calls of securities available for sale         -          -      994,329
   Purchase of securities available for sale                                   -          -   (1,515,036)
                                                                       ----------  ---------  -----------

            Net cash used by investing activities                              -          -     (520,707)
                                                                       ----------  ---------  -----------

Cash flows from financing activities:
   Purchase of treasury stock                                           (125,000)    (1,600)           -
   Proceeds from sale of treasury stock                                    1,820          -            -
                                                                       ----------  ---------  -----------

            Net cash used by financing activities                       (123,180)    (1,600)           -
                                                                       ----------  ---------  -----------

Net change in cash                                                      (118,224)    30,315     (472,871)

Cash at beginning of year                                                172,996    142,681      615,552
                                                                       ----------  ---------  -----------

Cash at end of year                                                    $  54,772    172,996      142,681
                                                                       ==========  =========  ===========
</TABLE>


                                       25
<PAGE>
TABLE  1
AVERAGE  BALANCES  AND  INTEREST  RATES

The  table  below  shows  the  average  balance outstanding for each category of
interest  earning assets and interest-bearing liabilities for 2000 and 1999, and
the  average  rate  of  interest  earned  or  paid  thereon.


<TABLE>
<CAPTION>
                                                                For the Years Ended December 31
                                                                --------------------------------
                                                                (Amounts presented in thousands)
                                                              2000                         1999
                                                   ----------------------------  ---------------------------
                                                    Average             Yield/   Average             Yield/
                                                    Balance   Interest   Rate    Balance   Interest   Rate
                                                   ---------  --------  -------  --------  --------  -------
<S>                                                <C>        <C>       <C>      <C>       <C>       <C>
Assets:
  Interest earning assets:
    Loans (including loan fees)                    $ 31,440      3,199   10.18%   15,867      1,519    9.57%
    Investment securities                            19,145      1,121    5.85%   19,409      1,083    5.58%
    Federal funds sold                                3,835        243    6.33%    2,468        125    5.04%
                                                   ---------  --------           --------  --------
  Total interest earning assets                      54,420      4,563    8.38%   37,744      2,727    7.27%
  Other non-interest earnings assets                  4,724                        3,249
                                                   ---------                     --------

       Total assets                                $ 59,144                       40,993
                                                   =========                     ========

Liabilities and stockholders' equity:
  Interest-bearing liabilities:
    Borrowings                                     $  4,194        253    6.03%        -
    Deposits:
      Interest-bearing demand and savings            17,977        422    2.34%   13,419        327    2.44%
      Time                                           18,131      1,078    5.95%   12,108        628    5.19%
                                                   ---------  --------           --------  --------
       Total interest-bearing liabilities            40,302      1,753    4.35%   25,527        955    3.74%
                                                              --------                     --------

Other non-interest bearing liabilities               10,269                        7,343
Stockholders' equity                                  8,573                        8,123
                                                   ---------                     --------
       Total liabilities and stockholders' equity    59,144                       40,993
                                                   =========                     ========

Excess of interest-earning assets over interest-
  bearing liabilities                              $ 14,118                       12,217
                                                   =========                     ========

Ratio of interest-earning assets to interest-
  bearing liabilities                                135.03%                      147.86%

Net interest income                                              2,810                        1,772
                                                              ========                     ========

Net interest spread                                                       4.03%                        3.53%

Net interest yield on interest earning assets                             5.16%                        4.69%
------------------------------------------------------------------------------------------------------------
</TABLE>

Non-accrual  loans and the interest income which was recorded on these loans, if
any,  are  included  in the yield calculation for loans in all periods reported.


                                       26
<PAGE>
<TABLE>
<CAPTION>
TABLE  2
VOLUME/RATE  ANALYSIS
                                 2000  COMPARED  TO  1999     1999  COMPARED  TO  1998
                                    INCREASE  (DECREASE)         INCREASE (DECREASE)
                                    DUE  TO  CHANGES IN           DUE TO CHANGES IN
                                 VOLUME   RATE   NET CHANGE  VOLUME   RATE   NET CHANGE
                                ---------------------------  --------------------------
Interest earning assets:
<S>                             <C>       <C>    <C>         <C>      <C>    <C>
  Loans (including loan fees)   $ 1,584     96        1,680     959     (1)         958
  Investment securities             (15)    53           38     268    (32)         236
  Federal funds sold                 87     31          118    (100)   (23)        (123)
                                --------  -----  ----------  -------  -----  -----------

                                  1,656    180        1,836   1,127    (56)       1,071
                                --------  -----  ----------  -------  -----  -----------

Interest bearing liabilities:
  Interest-bearing demand
    and savings                     107    (12)          95     114    (38)          76
  Time                              358     92          450     306    (21)         285
  Other borrowings                  253      -          253       -      -            -
                                --------  -----  ----------  -------  -----  -----------
                                    718    580          798     420    (59)         361
                                --------  -----  ----------  -------  -----  -----------
                                $   938    100        1,038     707      3          710
                                ========  =====  ==========  =======  =====  ===========
</TABLE>

TABLE  3
INVESTMENT  PORTFOLIO

The  following  table  presents  investment  securities  available  for  sale by
category  at  December  31,  2000  and  1999:

                                      (Amounts  are  presented  in  thousands)
                                            2000                   1999
                                   ----------------------  ---------------------
                                   Amortized   Estimated   Amortized  Estimated
                                      Cost     Fair Value    Cost     Fair Value
                                   ----------  ----------  ---------  ----------

United States Government Agencies  $   19,486      19,383     14,638      14,127
Mortgage-backed securities              3,188       3,159      3,100       2,964
                                   ----------  ----------  ---------  ----------

                                   $   22,674      22,542     17,738      17,091
                                   ==========  ==========  =========  ==========

The  following  table  presents  the  maturities of all investment securities at
carrying  value  and  the  weighted  average yields for each range of maturities
presented.  (Amounts  are  presented  in  thousands)

<TABLE>
<CAPTION>
Maturities at                United States      Mortgage- Backed     Weighted
December 31, 2000         Government Agencies      Securities     Average Yields
------------------------  --------------------  ----------------  ---------------
<S>                       <C>                   <C>               <C>
Within 1 year             $              5,797                 -            6.34%
After 1 through 5 years                 12,153                 -            5.82%
After 5 through 10 years                 1,433                 -            6.20%
After 10 years                               -             3,159            5.69%
                          --------------------  ----------------
      Totals              $             19,383             3,159
                          ====================  ================
</TABLE>


                                       27
<PAGE>
<TABLE>
<CAPTION>
TABLE  4
LOAN  PORTFOLIO

The  following  table  presents loans by type at the end of each of the last two
years:

                                   December  31,
                                  ---------------
                                   2000     1999
                                  -------  ------
                              (Amounts are presented
                                   in  thousands)

<S>                               <C>      <C>
Commercial and SBA                $10,374   9,677
Real estate                        22,953  12,688
Consumer                            2,001   2,608
                                  -------  ------

                                   35,328  24,973

Less:  Allowance for loan losses      535     373
                                  -------  ------

       Loans, net                 $34,793  24,600
                                  =======  ======
</TABLE>

As  of  December  31, 2000, maturities of loans in the indicated classifications
were  as  follows  (amounts  are  presented  in  thousands):

<TABLE>
<CAPTION>
      Maturity       Commercial and SBA   Real Estate  Total
-------------------  -------------------  -----------  ------
<S>                  <C>                  <C>          <C>
      Within 1 year  $             6,476        9,205  15,681
      1 to 5 years                 2,688        7,842  10,530
      Over 5 years                 1,210        5,906   7,116
                     -------------------  -----------  ------

         Totals      $            10,374       22,953  33,327
                     ===================  ===========  ======
</TABLE>

As  of  December  31,  2000,  the  interest  terms  of  loans  in  the indicated
classification  for  the  indicated  maturity ranges are as follows (amounts are
presented  in  thousands):

                         Fixed          Variable
                    Interest Rates   Interest Rates  Total
                    ---------------  --------------  -----
Commercial
      1 to 5 years  $         2,280             408  2,688
      Over 5 years               83           1,127  1,210

Real estate
      1 to 5 years  $         6,380           1,462  7,842
      Over 5 years            5,906               -  5,906

The  following  summarizes past due and non-accrual loans, other real estate and
repossessions,  and income that would have been reported on non-accrual loans as
of  December  31,  2000  and  1999  (amounts  are  presented  in  thousands):

                                        December  31,
                                         -----------
                                         2000   1999
                                         -----  ----
Other real estate and repossessions      $   -     -
Accruing loans 90 days or more past due      -     -
Non-accrual loans                            -     -
Interest on non-accrual loans which
   would have been reported                  -     -


                                       28
<PAGE>
TABLE  4
LOAN  PORTFOLIO,  CONTINUED

A  loan  is  placed  on  non-accrual status when, in management's judgement, the
collection  of  interest  appears  doubtful. As a result of management's ongoing
review of the loan portfolio, loans are classified as non-accrual generally when
they  are past due in principal or interest payments for more than 90 days or it
is otherwise not reasonable to expect collection of principal and interest under
the  original  terms. Exceptions are allowed for 90 day past due loans when such
loans  are  well  secured  and  in  process  of  collection. Generally, payments
received  on  non-accrual  loans  are  applied  directly  to  principal.

<TABLE>
<CAPTION>
TABLE  5
ALLOWANCE  FOR  LOAN  LOSSES

The  following  table  summarizes  information concerning the allowance for loan
losses:

                                                              December  31,
                                                         -------  ------  -----
                                                         (Amounts are presented
                                                             in  thousands)
                                                          2000     1999   1998
                                                         -------  ------  -----
<S>                                                      <C>      <C>     <C>
Balance at beginning of year                             $  373      198    32
Charge-offs:
  Commercial                                                 89        -   127
  Real estate                                                 -        -     -
  Consumer                                                    4        5    22
                                                         -------  ------  -----

     Total chargeoffs                                    $   93        5   149
                                                         -------  ------  -----
Recoveries:
  Commercial                                                  -       25     -
  Real estate                                                 -        -     -
  Consumer                                                    5        3     -
                                                         -------  ------  -----
     Total recoveries                                         5       28     -
                                                         -------  ------  -----
  Net (charge-offs) recoveries                              (88)      23   149

  Additions charged to operations                           250      152   315
                                                         -------  ------  -----

  Balance at end of year                                 $  535      373   198
                                                         =======  ======  =====

Ratio of net charge-offs (recoveries) during the period
  to average loans outstanding during the period            .28%  (.14)%  2.54%
                                                         =======  ======  =====
</TABLE>


The  Bank  utilizes  an  external  independent  loan  review function. All loans
$100,000  or  more  are  reviewed  annually and placed into various loan grading
categories  which  assist  in developing lists of potential problem loans. These
loans  are  constantly  monitored  by  the  loan review function to ensure early
identification  of deterioration. The formal allowance for loss adequacy test is
performed  on  a  quarterly  basis.  Specific  amounts  of loss are estimated on
problem  loans and historical loss percentages are applied to the balance of the
portfolio  using certain portfolio stratifications. Additionally, the evaluation
takes into consideration such factors as changes in the nature and volume of the
loan portfolio, current economic conditions, regulatory examination results, and
the  existence  of  loan  concentrations.


                                       29
<PAGE>
TABLE  6
DEPOSITS

The  average balance of deposits and the average rates paid on such deposits are
summarized  for  the  periods  indicated  in  the  following  table:

                                       December  31,
                           ---------------------------------
                          (Amounts are presented in thousands)
                                 2000               1999
                           -----------------  --------------

                           Amount     Rate    Amount   Rate
                           -------  --------  -------  -----
Demand deposits:
  Non-interest bearing     $ 9,818        -   $ 7,277     -
  Interest-bearing demand
     and savings            17,977     2.34%   13,419  2.44%
  Time deposits             18,131     5.95%   12,108  5.19%
                           -------            -------

     Totals                $45,926            $32,804
                           =======            =======

Maturities  of  time  certificates of deposit of $100,000 or more outstanding at
December  31,  2000  are  summarized  as  follows  (amounts  are  presented  in
thousands):

     Within  3  months                            $1,276
     After  3  through 6 months                      311
     After  6  through 12 months                   5,578
     After  12  months                               100
                                                  ------

     Total                                        $7,265
                                                  ======

TABLE  7
SELECTED  RATIOS

The  following  table  sets  out  certain  ratios  of the  Company for the years
indicated.

                                                          2000    1999    1998
                                                         ------  ------  -------
     Net earnings (loss) to average assets                 .49%   1.29%  (2.05%)
     Net earnings (loss) to average stockholders' equity  3.39%   6.49%  (6.60%)
     Dividends to net earnings                               -       -        -
     Average equity to average assets                    14.50%  19.82%   31.03%


                                       30
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================
                                             DIRECTORS
====================================================================================================

<S>                                     <C>                           <C>
JOHN L. ADAMS, JR.                      MERRIELL AUTREY               JAMES A. BASKETT
President & Managing Broker             Retired Banker                Business Owner
Clairmont Place Realty, Inc.                                          Prolific Impressions, Inc.

M. BOBBIE BAILEY                        JOHN WALTER DRAKE             WILLIAM F. FLOYD
Business Owner                          Attorney                      Secretary-Treasurer
Our Way, Inc. & Bailey Design Co.       McCurdy & Candler, LLC        Southern Champion Const., Inc.

ROBERT E. LANIER                        CAROL NICKOLA                 LYNN PASQUALETTI
President                               Health Care Consultant        President and Co-Owner
REL Properties, Inc.                                                  HLM Accounting & Tax, Inc.

ROGER K. QUILLEN                        JAMES T. SMITH, III           KIRBY A. THOMPSON
Attorney                                Business Owner                Business Owner
                                        Rutland Contracting Co.       KAT Consulting

JUDY B. TURNER
President and Chief Executive Officer
Decatur First Bank Group, Inc.

====================================================================================================
                                           OFFICERS AND STAFF
====================================================================================================

OFFICERS
--------

JUDY B. TURNER                          GREG M. AUTREY                ANN S. RANDALL
President and Chief Executive Officer   Executive Vice President &    Executive Vice President &
                                        Senior Lender                 Cashier

BEVERLY DABNEY                          JAMIE ENSLEY                  SHARON HUSTEDT
Vice President/Business Development     Vice President/               Assistant Operations Officer
                                        Commercial Lender

SCOTT LEWIS                             JUANITA MARZETTE              DAVID SENIOR
Vice President/                         Retail Manager                Senior Vice President
Commercial Lender                                                     Senior Credit Manager

DORIS SHELTON
Corporate Secretary

STAFF
-----

PAM BRADLEY                             ANGELA CARTER                 SHANON DAVIS
Assistant Retail Manager                Lead Teller                   Co-Manager, Harris Teeter

CANDACE HEARD LAVALAIS                  JEFF ORTIZ                    CALE RANDALL
Teller/Customer Service                 Operations                    Customer Service Specialist

RON RICE                                DESHANTE RIGGINS              ELAINE SCHIMMACK
Courier (Part-time)                     Customer Service Specialist   Co-Manager, Harris Teeter

TRESSA SINGLETON                        ARLIA SLOTKIN                 ANN TURNER
Loan Coordinator                        Customer Service Specialist   Customer Service Specialist
                                        (Part-time)

RENE  WILSON
Loan Administrator
</TABLE>

A COPY OF COMPANY'S 2000 ANNUAL REPORT ON FORM 10-KSB, FILED WITH THE SECURITIES
AND  EXCHANGE  COMMISSION,  IS  AVAILABLE  AT NO CHARGE TO EACH SHAREHOLDER UPON
WRITTEN  REQUEST  TO JUDY B. TURNER, PRESIDENT AN CEO, DECATUR FIRST BANK GROUP,
INC.,  1120  COMMERCE  DRIVE,  DECATUR,  GEORGIA  30030.


                                       31
<PAGE>