The following  items were the subject of a Form 12b-25 and are included  herein:
Item 6; Item 7; and Financial Data Schedule.


                                  FORM 12b-25/A

                           NOTIFICATION OF LATE FILING

                                                              SEC FILE NUMBER
                                                              0-22911

                                                              CUSIP NUMBER
                                                              843803 10 7

                                  (Check One):

[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
    10-QSB [ ] Form N-SAR

         For Period Ended:  December 31, 1999
                            -----------------

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a  portion  of the  filing  check  above,
identify the Item(s) to which the notification relates: This filing relates to a
Form 10-KSB previously filed on March 30, 2000 and presents, as and amendment to
the Form  10-KSB,  those  portions  of that Form which were not  included in the
prior  filing,  namely,  (i)  Item 6;  (ii)  Item 7;  and  (iii)  the  financial
information in the Financial Data Schedule.

Part I--Registrant Information

     Full Name of Registrant: Southern Security Bank Corporation

     Former Name if Applicable:

     1000 Brickell Avenue, Suite 900
     -------------------------------
     Address of Principal Executive Office (Street and Number)

     Miami, Florida 33131
     -------------------------------
     City, State and Zip Code

<PAGE>

Part II--Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     [X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

     [X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K,  Form 10-KSB,  Form 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth  calendar day following the  prescribed  due
date;  or the subject  quarterly  report or  transition  report on Form 10-Q, or
portion  thereof will be filed on or before the fifth calendar day following the
prescribed due date; and

     [X] (c) The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c) has been attached if applicable.

Part III--Narrative

All  of  the  Form  10-KSB  except  portions   containing   financial  statement
information  were  previously   filed.  The  Form  10-KSB  financial   statement
information is filed herewith.

Part IV--Other Information

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification:

     Ward B. Hinkle              (716)                    856-4000
--------------------------------------------------------------------------------
         (Name)                (Area Code)            (Telephone Number)

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
                                                    [X] Yes     [ ] No

     (3)ab  Is  it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                                    [ ] Yes     [X] No

                       Southern Security Bank Corporation
--------------------------------------------------------------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


                                            SOUTHERN SECURITY BANK CORPORATION

Date: April 14, 2000                        By: /s/FLOYD D. HARPER
                                                -----------------------------
                                                Name:  Floyd D. Harper
                                                Title: Vice President

<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A

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

                   For the fiscal year ended December 31, 1999

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

                For the transition period from ______ to ________

                         Commission File Number: 0-22911

                       SOUTHERN SECURITY BANK CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                                   65-0325364

                        (IRS Employer Identification No.)

   1000 Brickell Avenue Suite 900 Miami, Florida                33131
     (Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including area code (954) 985-3900

           Securities registered pursuant to Section 12(g) of the Act:

                      Class A Common Stock, $.01 par value

                               Title of each class

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes X   No

   ---    ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained  to the  best  of  registrant's  knowledge,  in  definitive  proxy  or
information  statements,  incorporated  by  reference  in Part III of this  Form
10-KSB or any amendment to this Form 10-KSB. [ X ]

State issuer's revenues for the most recent fiscal year $1,664,979

State the aggregate market value of the voting and non voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was  sold,  or the  average  bid and  asked  price of such  common  equity  as a
specified  date within the past 60 days:  - - There is no public  market for the
registrant's  common  equity.  Based solely upon the  offering  price in certain
private  sales of the  registrant's  common equity made within the last 90 days,
the approximate market value of common equity held by non affiliates as of March
24, 2000 would have been $3,315,315. Solely for the purpose of this calculation,
all  directors,  officers  and  holders  of  more  than  5% of the  registrant's
outstanding common stock have been deemed to be affiliates.

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity,  as of March 24, 2000 is as follows:  (i) Class A Voting  Common Stock -
9,466,616; (ii) Class B Non-Voting Common Stock None.

DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format (check one): Yes   ; No X
                                                              ---    ---
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

FORWARD LOOKING STATEMENTS

Statements included in this document, or incorporated herein by reference,  that
do  not  relate  to  present  or  historical  conditions  are  "forward  looking
statements" within the meaning of that term in Section 27A of the Securities Act
of 1933, as amended,  and Section 21F of the Securities Exchange Act of 1934, as
amended.  Additional oral or written  forward looking  statements may be made by
the Company from time to time, and such  statements may be included in documents
that are filed with the Securities and Exchange Commission. Such forward looking
statements  involve risks and uncertainties that could cause results or outcomes
to differ  materially from those  expressed in the forward  looking  statements.
Forward looking statements may include, without limitation,  statements relating
to the Company's plans, strategies, objectives,  expectations and intentions and
are intended to be made  pursuant to the safe harbor  provisions  of the Private
Securities Litigation Reform Act of 1995. Words such as "believes," "forecasts,"
"intends,"  "possible,"  "estimates,"  "anticipates,"  and  "plans"  and similar
expressions  are  intended to identify  forward  looking  statements.  Among the
important factors on which such statements are based are assumptions  concerning
the business  environment  in Broward,  Dade and Palm Beach  Counties of Florida
where the Bank operates, the availability of additional capital to help the Bank
achieve the size  necessary  to achieve and  sustain  profitability,  changes in
interest rates,  changes in the banking  industry in general and particularly in
the  competitive  environment  in  which  the  Bank  operates,  and  changes  in
inflation.

OVERVIEW

The Company's principal asset is its ownership of a controlling  interest in the
Bank, which is a State of Florida chartered commercial banking company domiciled
in Hollywood,  Florida.  The Bank, Southern Security Bank, which may be referred
to as  SSB,  is a state  chartered  commercial  bank  regulated  by the  Florida
Division of Banking and Finance,  as its primary regulator.  Since the Bank is a
member of the Federal  Reserve  system,  the Bank's  secondary  regulator is the
Federal Reserve Bank of Atlanta.

The Company's results of operations are primarily  dependent upon the results of
operations of the Bank.  The Bank conducts a commercial  banking  business which
consists of, in very general terms,  attracting deposits from the general public
and applying a majority of these funds (typically 60% to 75%) to the origination
of commercial loans to small businesses, consumer loans, and secured real estate
loans in its local trade area of South Florida.  The balance  (approximately 25%
to 40%) is  generally  held in cash and  invested  in  government  guaranteed  -
investment grade securities. As of December 31, 1999, the Bank had approximately
1,050 deposit accounts and 490 loans outstanding.

The Bank's profitability depends primarily on generating sufficient net interest
income  (the  difference   between  interest  income  received  from  loans  and
investments and the interest  expense incurred on deposits) to offset the Bank's
operating expenses. Any excess thereof is pre-tax profit earned by the Bank. The
careful  balance  sought  between the interest rate earned and frequency of rate
changes,  as that  balance  relates  to that  interest  rate paid to the  Bank's
deposit  base,  determines  the  nature  and  extent  to  which  the Bank may be
profitable.  For  example,  if the income  generated  by the Bank's net interest
income plus  non-interest  income is in excess of the Bank's other  non-interest
expenses,  operating  expenses  and  loan  loss  reserves,  the Bank  should  be
operating  profitably.  Non-interest  expenses  consist  primarily  of personnel
compensation and benefits,  occupancy and related  expenses,  deposit  insurance
premiums paid the FDIC, as well as other operating expenses. Non-Interest income
consists  primarily of loan origination fees,  discounts on accounts  receivable
purchases, service charges and gains on securities transactions.

OPERATING HISTORY

Since the  acquisition of its affiliate  Bank on December 16, 1993,  through the
acquisition  of 96.6% of the Bank's  outstanding  common stock,  the Company has
focused its attention on maximizing asset quality and minimizing  expenses.  For
the  three-year  period prior to the Company's  control of the Bank,  cumulative
loan losses and charge-offs were in excess of more than $1,200,000. For the last
three years,  cumulative  net losses in this category  were less than  $183,000.
Total  classified  assets as a  percentage  of total loans at December  16, 1993
exceeded  48% and as of  December  31,  1999  were at  2.58%.  The  Bank's  loan
portfolio since the acquisition  date has grown to  approximately  $13.0 million
and total  assets  have grown  from $13  million  to $17.5  million.  Management
believes that the Bank has addressed many of those  historic  problem areas that
impeded the Bank from obtaining normalized operating profits. In the case of the
Bank,  the  predominant  impediments at  acquisition  were the Bank's  dangerous
under-capitalization   and  the  poor  asset  quality  of  its  loan  portfolio.
Management  believes the Bank  currently  has high asset  quality,  and that the
Bank's capital exceeds statutory guidelines.  However,  management believes that
the Bank currently has a low level of earning assets as they relate to operating
expenses.  Management is seeking to correct this problem by increasing the level
of  earning  assets   (predominantly  by  increasing  the  loan  portfolio)  and
increasing the level of capital in support of this growth.

Although the Company has  implemented a program of increasing  net loans,  which
have increased to nearly $12.8 million as of December 31, 1999 from less than $7
million at December 31, 1993, this earning asset category requires an additional
$8  million  in  growth  to bring  the Bank to  profitability.  The loan  growth
experienced  was financed by a  corresponding  growth in the deposit base of the
Bank,  and by an infusion of new  capital at the Bank  level.  Generally,  banks
maintain an average  loan to deposit  ratio of 75%, and for the Bank to increase
its loan  portfolio by $8 million,  its deposit base will require  growth of $11
million.  To support this level of balance sheet growth, the Bank's capital will
need  to  grow by  approximately  $800,000.  Thus,  management  believes  that a
relatively small amount of additional  capital should bring the Bank to marginal
profitability.  Additional capitalization should provide a foundation for future
growth and  profitability,  including the opening of  additional  branches to be
located in Boca Raton, Florida and Miami, Florida.

RESULTS OF OPERATIONS:

After the change of control of the Bank in December 1993,  management  sought to
restore and renovate the asset quality of the Bank,  the policies and procedures
by which the Bank was operated,  and the safety and soundness of the enterprise.
Since  these  plans  and  programs  have  taken  effect,  the  operation  of the
institution   was   stabilized,   and  its  asset  quality  was  raised  from  a
classification of poor to good.

Average Balance Sheet. An analysis of the Company's average balance sheet levels
for the last two years is presented in the  following  table.  The Company's net
interest  income  increased 3.0% percent over 1998. This increase was the result
of  the  reduction  of  higher  rate  deposits.   The  average   yield/rate  for
interest-earning  assets  increased  1.65% from 1998 to 1999  while the  average
yield/rate of interest-bearing liabilities decreased 19.08% from 1998 to 1999.

<PAGE>

<TABLE>
<CAPTION>

                                                       Southern Security Bank Corporation
                                                           Average Balance Sheet Analysis

                                         December
                                         31, 1999                    1999                                    1998
                                         Average      Average      Average      Average                     Average
                                        Yield/Rate    Balance     Interest     Yield/Rate      Balance      Interest     Yield/Rate
                                        ----------    -------     --------     ----------      -------      --------     ----------

Assets:                                          (Dollars in Thousands)                       (Dollars in Thousands)

<S>                                      <C>         <C>          <C>            <C>          <C>           <C>            <C>
Interest-earning assets:
   Investments (1)                                      871          54          6.20%         1,596          120          7.52%
   Federal funds sold                    n/a          3,222         161          5.00%         5,038          274          5.44%
   Loans receivable (2)                              13,797       1,329          9.63%        15,347        1,473          9.60%
                                                    -------       -----       --------       -------       ------       --------
    Total interest earning assets                    17,890       1,544          8.63%        21,981        1,867          8.49%
        Noninterest-earning assets                    2,516                                    2,731
                                                      -----                                    -----
         Total                                       20,406                                   24,712
                                                     ======                                   ======

Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
   NOW and money market accounts         1.85%        4,944         95           1.92%         5,066          116          2.29%
   Savings accounts                      1.64%          511         10           1.64%           407            8          1.97%
   Certificates of deposit               5.49%        8,298        425           5.12%        13,036          755          5.79%
   Other                                 6.00%          100          8           6.00%           137           10          7.30%
                                                    -------      -----        --------       -------       ------       --------
      Total interest-bearing liabilities             13,953        538           3.86%        18,646          889          4.77%
                                                     ------        ---          -----         ------          ---          -----
      Noninterest bearing liabilities                 5,245                                    5,177
      Stockholders' equity                            1,208                                      889
                                                      -----                                     ----
      Total                                          20,406                                   24,712
                                                     ======                                   ======
Net Interest income and net yield
   on interest-earning assets                                    1,006           5.62%                        978          4.45%
                                                                   ===           =====                        ===          =====

</TABLE>

(1) Includes investment securities and Federal Reserve Bank stock.
(2) Includes loans for which the accrual of interest has been suspended.

Net Income (loss) for the respective periods of 1999 and 1998 was ($652,000) and
($584,000)  which  represents  an  increase  in the net loss by $68,000 due to a
combination of factors as described below.

Analysis of Changes in Interest  Income and Interest  Expense.  Interest  income
during 1999 was $1,544,000 as compared to $1,867,000 for 1998 due to a reduction
of $4.0 million in total average assets from 1998 to 1999.  Interest expense for
this  period was  $538,000  for 1999,  and  $889,000  for 1998,  representing  a
decrease  of  $351,000,  which was  largely  due to a decrease  in the amount of
interest  bearing  deposits held by the Bank and a related decrease in rates for
deposits.  The resultant net interest income was $1,006,000 in 1999 and $977,000
for 1998, reflecting an increase of approximately  $29,000.  Management believes
that  this  increase,  although  not  indicative  of  future  performance,  does
demonstrate stabilization.

The impact of the bank's  strategies can be seen in the table titled Analysis of
Changes in Interest Income and Interest Expense.  The table indicates changes in
net interest  income  resulting  either from  changes in average  balances or to
changes in average rates for earning  assets and  interest-bearing  liabilities.
For each category of interest-earning  assets and interest-bearing  liabilities,
information is provided on changes attributable to: (i) change in volume (change
in volume  multiplied  by prior year rate);  (ii) change in rate (change in rate
multiplied by prior year volume);  (iii) change in  rate/volume  (change in rate
multiplied by change in volume); and (iv) total change in rate and volume.
<TABLE>
<CAPTION>
                                                                     Southern Security Bank Corporation
                                                       Analysis of Changes in Interest Income and Interest Expense
-----------------------------------------------------------------------------------------------------------------------------------
                                                       1999 vs. 1998                             1998 vs. 1997
                                            Increase (Decrease) Attributable to      Increase (Decrease) Attributable to

                                     Volume     Rate   Rate/Volume    Net         Volume         Rate  Rate/Volume    Net
                                     ------     ----   -----------    ---         ------         ----  -----------    --

                                                                  (Dollars in Thousands)
<S>                                   <C>     <C>          <C>       <C>             <C>        <C>      <C>        <C>
Interest Income on:
   Investments                        (55)    (21)         10         (66)           (128)      23       (12)      (117)
   Federal funds sold                 (99)    (22)          8        (113)            197       (3)       (7)       187
   Loans receivable                  (149)      5           0        (144)            489      (89)      (40)       360
                                    ------    ----    --------       -----       ---------      --    -------       ---
      Total interest income on
      interest-earning assets        (303)    (38)         18        (323)           558       (69)      (59)       430
Interest expense on:
   NOW and money market accounts       (3)    (19)          1         (21)              1      (11)        0        (10)
   Savings accounts                     4      (1)         (1)          2               0        0         0          0
   Certificates of deposit           (274)    (67)         31        (330)            320       10         9        339
   Other                               (3)      1           0          (2)              0        1         1          2
      Total interest expense on
      interest-bearing liabilities   (276)   (106)         31        (351)            321        0        10        331
Increase (decrease) in net
   interest income                    (27)     68         (13)         28             237      (69)      (69)        99
                                  ========   =====   =========   =========   =============   ======   =======   =======

</TABLE>

Other Income and Expenses.  Total other income was $121,000 during 1999 compared
with $176,000 for 1998,  which represents a decrease of $55,000 in this category
due to a reduction in  miscellaneous  bank service charge  income.  Salaries and
employee benefits totaled $877,000 and $743,000 for 1999 and 1998  respectively,
which  represents  an increase of $134,000.  During the year ended  December 31,
1998,  one  officer  voluntarily  agreed  to  permanently  forgive  $125,000  of
compensation  due and the related  liability  was decreased  accordingly.  Total
other expenses were $906,000 and $956,000 for 1999 and 1998, respectively, which
represents a reduction of $50,000 (5.2%).

Federal  Income Taxes.  At December 31, 1999, the Company had net operating loss
carry-forwards  for  federal  income tax  purposes  available  to offset  future
federal  taxable  income,  in the amount of  $7,996,000  with  specific  amounts
expiring  each year from 2002  through the year 2019.  No deferred tax asset has
been recognized because the Company's past results of operations do not indicate
that it is more  likely than not such net  operating  losses will be used in the
future.

FINANCIAL CONDITION

Asset/Liability  Management. A principal objective of the Bank's asset/liability
management  strategy is to minimize  the Bank's  exposure to changes in interest
rates by matching the maturity and repricing horizons of interest-earning assets
and interest-bearing  liabilities. This strategy is overseen in part through the
direction  of the  Asset  and  Liability  Committee  (ALCO)  of the  Bank  which
establishes policies and monitors results to control interest rate sensitivity.

ALCO examines the extent to which its assets and  liabilities  are interest rate
sensitive  and monitors the Bank's  interest rate  sensitivity  GAP. An asset or
liability is considered to be interest  rate-sensitive if it will be repriced or
mature within the time period  analyzed,  usually one year or less. The interest
rate  sensitivity  GAP is the  difference  between  interest-earning  assets and
interest-bearing  liabilities  scheduled  to mature or reprice  within such time
periods. A GAP is considered positive when the amount of interest rate-sensitive
assets is greater than the amount of interest  rate-sensitive  liabilities.  The
GAP is considered negative when the amount of interest  rate-sensitive assets is
less than the amount of interest rate-sensitive liabilities.  During a period of
rising interest rates, a positive GAP would tend to result in an increase in net
interest income;  and a negative GAP would tend to adversely affect net interest
income.  Conversely,  during a period of falling  interest rates, a negative GAP
would tend to result in an increase in net interest rates,  while a positive GAP
would tend to adversely affect net interest income.

If the repricing of the Bank's assets and liabilities  were equally flexible and
moved  concurrently,  the impact of any increases or decreases in interest rates
on net  interest  income  would  be  minimal.  However,  as  commercial  banking
companies  generally  have a  significant  quantity of their  earning  assets in
Rate-Over-Prime,  rate-adjusted-day-of-change earning assets, GAP management  is
critical,  as very few, if any,  rate-sensitive  liabilities  (deposit accounts)
adjust at such a rapid frequency.

The ALCO  committee  evaluates the Bank's GAP  position,  and  stratifies  these
results   according  to  how  often  the  repayment  of  particular  assets  and
liabilities  are  impacted by changes in interest  rates.  Additionally,  income
associated   with   interest-earning    assets   and   costs   associated   with
interest-bearing  liabilities  may  not be  affected  uniformly  by  changes  in
interest  rates;  thus,  the magnitude and duration of changes in interest rates
may have a  significant  impact on net interest  income.  For example,  although
certain  assets  and  liabilities  may have  similar  maturities  or  periods of
repricing,  they may react in  different  degrees to changes in market  interest
rates.  Interest rates on certain types of assets and  liabilities  fluctuate in
advance of changes in general  market  interest  rates,  while interest rates on
other types of assets and  liabilities  may lag behind changes in general market
rates.  Additionally,  certain types of earning  assets  (variable rate mortgage
loans,  for example) may have  interest  caps which may limit the level of rate-
increases, even though general market interest rates increase. The management of
GAP is further complicated by asset (loan) prepayment and/or early withdrawal of
liabilities  (deposits).  In volatile  interest rate markets the level of assets
and  liabilities  assumed  by bank  managers  may  not  have  accounted  for the
deviation that has occurred in the unpredictable interest rate environment.

Therefore,  Bank management and the ALCO committee's  strategy are to maintain a
balanced  interest  rate risk  position to protect its net interest  margin from
market fluctuations.  They review, on at least a monthly basis, the maturity and
repricing  of assets and  liabilities  for the  various  time  period  traunches
considered.  The Bank's ALCO policy limits for GAP and the Bank's  position with
respect to various time traunches at December 31, 1999 are:

Total Rate-Sensitive Assets, RSA/Total Rate Sensitive Liabilities, RSL = 0.80 to
1.20; the Bank is at 1.24.

RSA/RSL (0 to 365 days) = 0.80 to 1.20; the Bank is at .89.
RSA/RSL (0 to 90 days) = 0.80 to 1.20; the Bank is at 1.22.
RSA/RSL (91-365 days) = 0.80 to 1.20; the  Bank  is at  0.45.
0 to 365 day GAP/Total Assets = +/- 10%; the Bank is at -6.41%.
0 to 90 day GAP/Total Assets = +/- 10%; the Bank is at +7.35%.
91 to 365 day GAP/Total Assets = +/- 10%; the Bank is at -13.76%.

The Bank's view of these GAP positions is as follows:

1.   Total  RSA/Total  RSL Ratio:  Out of "Target" of .80 to 1.20 at 1.24.  Rate
     sensitive assets currently outweigh rate sensitive liabilities.  Management
     is pursuing a program to obtain additional rate sensitive liabilities at an
     accelerated pace to that of assets. This is accomplished  through repricing
     opportunities as well as occasions to amend maturities.

2.   RSA/RSL - 0 to 365 Day: Within "Target" tolerance of .80 - 1.20 at .89.

3.   RSA/RSL  - 0 to 90 Day:  Out of  "Target"  of .80 - 1.20 at 1.22.  The most
     applicable  and currently  achievable  strategy is to further  decrease the
     core deposit base within this time horizon.

4.   RSA/RSL - 91 - 365 Day:  Out of  "Target"  of .80 - 1.20 at 0.45.  The most
     applicable  and currently  achievable  strategy is to further  increase the
     core deposit base within this time horizon.

5.   0 - 365 Day GAP/Total Assets Month End: Within  "Guideline" of -10% through
     +10% at -6.41%.

6.   0 - 90 Day GAP/Total Assets Month End: Within "Target" of -10% through +10%
     at +7.35%.

7.   91-365 Day GAP/Total Assets Month End: Out of "Target" of -10% through +10%
     at  -13.76%.  This  category  is a  component  of  numeral  5 above  and is
     interrelated  with  numeral  6  above,  however,  are  inverted.  The  most
     applicable and currently  achievable strategy is to increase investments in
     higher  yielding  loans which will reprice from within 4 to 12 months or to
     reduce CD's.

Interest Rate Risk: The Company does not currently engage in trading  activities
or use derivative  instruments to control  interest rate risk.  Even though such
activities  may be permitted  with the approval of the Board of  Directors,  the
Company does not intend to engage in such activities in the immediate future.

Loan  Maturity  Schedule:   The  following  schedule  sets  forth  the  time  to
contractual  maturity of the Bank's loan  portfolio at December 31, 1999.  Loans
which  have  adjustable  rates  and fixed  rates are all shown in the  period of
contractual  maturity.  Demand loans,  loans having no contractual  maturity and
overdrafts are reported as due in one year or less.
<TABLE>
<CAPTION>

                                                One Year       One to          Over                       Home
                                  Total          or Less      Five Years     Five Years    Nonaccrual     Equity
                                  -----          -------      ----------     ----------    ----------     ------
<S>                              <C>         <C>           <C>            <C>           <C>            <C>
Residential Real Estate

   Fixed Rate                    1,739,198   $         -   $    253,766   $  1,485,432   $       -     $        -
   Adjustable Rate               1,115,034             -         20,742        918,756           -        175,536
Consumer

   Fixed rate                    3,493,057        79,244      3,412,314              -           -          1,499
   Adjustable rate                 575,141       139,904        435,237              -           -              -
Commercial

   Fixed rate                    1,033,545       765,944        267,601              -           -              -
   Adjustable rate               1,744,625       979,188        566,987        198,450           -              -
Commercial Real Estate

   Fixed rate                      403,864             -        382,751         21,113           -              -
   Adjustable rate               2,595,131       510,584        278,305        867,546           -        938,696
Other                              254,676       254,676             -               -           -              -
                             -------------   -----------   ------------   ------------   ---------      ---------
                             $  12,954,271   $ 2,729,540   $ 5,617,703   $  3,491,296   $        -    $ 1,115,731
                                              ==========    ===========    ===========    ========      =========
Add deferred loan costs             17,666
                              ------------
                                12,971,937
                              ============

</TABLE>

Fixed  rate  loans due after  one year  total  approximately  $5.8  million  and
adjustable  rate  loans due after one year  total  approximately  $4.4  million.
Adjustment rate loans which reprice after December 31, 1999 total  approximately
$940,000 at December 31, 1999.

The Bank extends credit with terms,  rates and fees  commensurate  with those in
its market place for like types of credit.  Loan  maturities  may  positively or
negatively impact the Bank's GAP position and, ultimately, its profitability.

Securities Portfolio.  The Company's investment securities portfolio consists of
high quality securities.  The maturity  distribution of the securities portfolio
is reflected in the following Table of Maturities of Investment Securities.  The
average yield/rate for the Company's  investment  portfolio increased from 6.37%
in 1998 to 6.56% at December 31, 1999.


<TABLE>
<CAPTION>

                                                  Southern Security Bank Corporation
                                                 Maturities of Investment Securities

                                                              December 31, 1999


                           One Year or Less   Through Five Years  Through Ten Years    After Ten Years             Total
                         -------------------  ------------------  ------------------   ----------------  -----------------------
                                   Weighted           Weighted            Weighted             Weighted                 Weighted
                          Carrying  Average  Carrying  Average  Carrying  Average    Carrying  Average   Carrying       Average
                          Value     Yield    Value     Yield      Value    Yield      Value     Yield     Value          Yield

                                                                (Dollars in Thousands)
<S>                       <C>        <C>     <C>        <C>       <C>       <C>    <C>             <C>   <C>            <C>
U.S. Treasury Securities

   Held to maturity       $     --    -- %  $249,763    6.51 %    $  --      --%   $      --       --%   $  249,763     6.51%
   Available for Sale     $ 50,536   5.30%        --      --         --      --           --       --        50,538     5.30

Mortgage-backed securities:
   Held to maturity             --    --      71,145    7.21         --      --           --       --        71,145     7.21
   Available for Sale           --    --          --      --         --      --      196,557     6.57       196,557     6.57

U.S. government corporations
and agencies:
   Held to Maturity             --    --          --      --         --      --           --         --            --      --
   Available for sale           --    --          --      --         --      --           --         --            --      --

      Total               $ 50,536  5.30%  $320,908    5.67%       $--      -- %   $196,557       6.57%     $568,003    6.56%
                            ======= =====   ========   =====       =====   =====    ========      =====      ========   =====

</TABLE>

Asset Quality.  The Bank's management seeks to maintain a high quality of assets
through conservative underwriting and sound lending practices. The earning asset
portfolio  (exclusive of  investment  securities)  is generally  split into five
categories,  four of  which  are  types of  loans,  and the  fifth  is  accounts
receivable  purchase  financing.   Loan  concentrations  are  defined  as  loans
outstanding  that are segregated into similar  collateral types and/or nature of
cash-flow income  generation,  which may cause a correspondingly  similar impact
with a particular  economic or other condition.  The Company routinely  monitors
these  concentrations  in order to make  necessary  adjustments  in its  lending
practices that most clearly  reflect the economic  conditions  and trends,  loan
ratios, loan covenants, asset valuations, and industry trends.

Displayed  below are the  percentages of the total loan portfolio as of December
31, 1999 and December 31, 1998:

                                            1999     1998
                                            ----     ----
 Commercial Loans to businesses:             20%      15%
 Consumer & Installment Loans:               35%      41%
 Residential Mortgage Loans:                 25%      19%
 Commercial Mortgage Loans:                  15%      21%
 Accounts Receivable:                         5%       4%

The trends illustrated in the above chart reflect managements continuing efforts
to  shorten  maturities  and  to  increase  floating  rate  earnings  assets  as
opportunities are presented.

In an effort to maintain the quality of the loan portfolio,  management seeks to
minimize higher risk loans. In view of the relative  significance of real estate
related  loans,  a downturn  in the value of the value of real  estate  property
could  have an adverse  impact on the  Company's  profitability.  As part of the
Bank's loan policy and loan management  strategy,  the Bank typically limits its
loan-to-value  ratio  to a  maximum  of  50%-80%  depending  on the type of real
property secured thereby.  The use of qualified third party certified appraisers
for  property  valuations,   and  property  inspections  by  knowledgeable  bank
officials helps mitigate real property loan risks.

The Directors Loan and Discount  Committee for the Bank concentrates its efforts
and resources  and that of its senior  management  and lending  officers on loan
review and  underwriting  procedures and standards.  Internal  controls  include
ongoing reviews of loans made to monitor  documentation and ensure the existence
and valuations of collateral,  early detection of loan degradation, and regional
economic conditions.

Classification of Assets.  Generally,  interest on loans is accrued and credited
to income based on the outstanding  balance of the contract  obligations of each
loan/receivable  contract. It is the Bank's policy to discontinue the accrual of
interest income and classify  loan(s)/asset(s)  as non-accrual when principal or
interest is past-due 90 days or more and/or the loan is not  properly/adequately
collateralized, or if in the belief of Bank management principal and/or interest
is   not   likely   to   be   paid    accordance   with   the   terms   of   the
obligation/documentation.  As of December 31, 1999 delinquent loans greater than
30 and less than 90 days totaled $408,000; Classified loans totaled $63,000; and
Other Real Estate Owned  (consisting  of 3 condominium  units and one unimproved
lot) totaled $268,000.

Non-performing Assets.  Non-performing assets consist of loans that are past due
90 days or more which are still accruing  interest,  loans on nonaccrual  status
and OREO and other foreclosed assets. The following table sets forth information
with  respect  to  nonperforming   assets  identified  by  the  Bank,  including
nonaccrual  loans,  loans past due 90 days or more and still  accruing  and real
estate owned at December 31, 1999 and 1998.

                                                 1999              1998
                                                 ----              ----
                                                  (Dollars in Thousands)
Nonaccrual loans
  Real estate                                      0                 0
  Commercial                                       0                50
Accrual loans - Past Due 90 days or more
  Real estate                                      0               109
  Installment                                     80                54
Restructured loans                                --                --
Real estate owned                                268               414
                                                 ---               ---
  Total nonperforming assets                     348               627
                                                 ===               ===

Total  nonperforming  assets have decreased in 1999 from 1998 by $279,000 (44%).
Nonaccrual  loans  decreased  by $50,000  and real  estate  owned  decreased  by
$146,000 (35%) due to the sale of two properties during 1999. Accrual loans over
90 days decreased by $83,000 (51%).

Allowances for Loan Losses,  the reserve,  is established though a provision for
loan losses charged to operations.  Loans are charged  against the allowance for
loan losses when  management  believes  that the  collection of the principal is
unlikely.  Subsequent recoveries are added to the allowance. The allowance is an
amount that  management  believes  will be adequate  to absorb  possible  losses
inherent  in  existing  loans  and loan  commitments,  based on  evaluations  of
collection and prior loss experience.  Management  evaluates the adequacy of the
allowance  monthly,  or more frequently as necessary.  The evaluation takes into
consideration  such  factors  as  changes  in the  nature and volume of the loan
portfolio,  overall portfolio quality, loan concentrations,  specific identified
problem  assets/loans,  and current  anticipated  economic  conditions  that may
effect the borrower's  ability to fulfill its contractual  commitment(s).  As of
December 31, 1999,  the Bank has set a conservative  loan loss  percentage at no
less than 1.44% of total loan portfolio balance.

The following  table sets forth the composition of the allowance for loan losses
by type of loan at the dates  indicated.  The allowance is allocated to specific
categories of loans for  statistical  purposes  only, and may be applied to loan
losses incurred in any loan category.

<TABLE>
<CAPTION>

                                                1999                        1998
                                                ----                        ----

                                                     Amount of                  Amount of
                                     Amount of       Loans to      Amount of    Loans to
                                     Allowance      Gross Loans    Allowance   Gross Loans
                                     ---------      -----------    ---------   -----------
<S>                                  <C>               <C>        <C>             <C>
Commercial                           $    42,245       23%        $  37,450       19%
Commercial Real Estate                    27,551       15%           65,905       21%
Residential Real Estate                   45,919       25%           48,889       19%
Consumer                                  64,286       35%          118,527       40%
Other                                      3,675        2%              728        1%
                                     -----------   ----------     ---------   ----------
Total allowance for loan losses      $   183,676      100%        $ 271,499      100%
                                     ===========   ==========     =========   ==========

</TABLE>

Liabilities and  Stockholders'  Equity:  The Liability side of the balance sheet
has  great  significance  to the  profitable  operation  of a  banking  company.
Deposits  are the  major  source  of the  Bank's  funds  for  lending  and other
investment activities. Deposits are attracted principally from within the Bank's
primary  market  area  through  the  offering  of a  broad  variety  of  deposit
instruments including checking accounts, money market accounts,  regular savings
accounts and certificates of deposits (known as CD's).  Maturity terms,  service
fees and withdrawal  penalties are  established by the Bank on a periodic basis.
The  determination  of rates and terms is  predicated on funds  acquisition  and
liquidity  requirements,  rates paid by  competitors,  growth  goals and Federal
regulations.

Federal  Regulations  promulgated  by the FDIC  pursuant to the Federal  Deposit
Insurance  Company  Improvement Act of 1991, place limitations on the ability of
certain insured depository  institutions to accept,  renew, or rollover deposits
by offering rates of interest which are significantly higher than the prevailing
rates of interest on deposits offered by other insured  depository  institutions
having the same type of Charter in the institution's market area.

The  following  table  sets forth the  Deposit  base of the Bank at the close of
business on December  31, 1999 and  December  31,  1998.  The Company  views the
deposit  base  as a good  core  deposit  base  that  is  stable  and  improving.
Non-interest  bearing  transaction  accounts are on a demand basis, and as such,
balances continually fluctuate.

<TABLE>
<CAPTION>

                                              Southern Security Bank
                                                 Deposit Accounts
                                                 December 31, 1999

                                                    1999                                    1998
                                       -------------------------------      ----------------------------------
                                                 Weighted                                 Weighted
                                                  Average      % of                        Average      % of
                                       Amount      Rate       Deposits       Amount         Rate      Deposits
                                       ------      ----       --------       ------         ----      --------
<S>                                  <C>           <C>        <C>          <C>             <C>        <C>
Noninterest bearing accounts:        3,525,043     0.00%      22.46%       5,138,392       0.00%      25.38%
Interest bearing accounts:
   NOW accounts                      1,893,708     1.70%      12.07%       1,601,587       1.91%       7.91%
    Money market deposit accounts     2,674,489     1.95%      17.04%       2,745,687       2.25%      13.56%
   Savings accounts                    655,206     1.64%       4.17%         725,038       2.05%       3.58%
Time deposits                        6,945,645     5.49%      44.26%      10,033,342       5.52%      49.56%
                                    ----------                             ---------
   Total deposits                   15,694,091                            20,244,046
                                    ==========                            ==========

</TABLE>

The following table sets forth  information with respect to the Company's return
on assets and the return on equity for the years  ending  December  31, 1999 and
1998, and the ratio of average equity to average assets for those years.

                                                1999     1998
                                                ----     ----
                                            (Dollars in Thousands)


Net loss                                 $    (652)     $  (584)
Average total assets                        20,756       24,712
Average total equity                           924          889
Return on average assets                      (3.1%)       (2.5)%
Return on average equity                     (70.5%)      (65.7)%
Equity to assets ratio                         4.5%         3.6%

Average  total  assets  decreased  in 1999  by $4.0  million  from  1998  due to
managements  decision to pursue lower cost  deposits and to attract  liabilities
only to the extent of funding needs for asset  deployment.  The  combination  of
these two factors negatively  impacted both the return on average assets and the
return on average equity, however, permit the bank to continue its balance sheet
for future liquidity, GAP, and relationship strategies.  Through the increase of
equity through stock sales and the reduction of the average  assets,  the equity
to assets ratio increased from 3.6% in 1998 to 4.5% in 1999.

There were no dividends declared in the years ended December 31, 1999 and 1998.

Equity and Capital Resources.  The Bank is subject to various regulatory capital
requirements  administered by Federal and State banking authorities.  Failure to
meet minimum capital  requirements can initiate  certain  mandatory and possible
additional  discretionary  actions by regulators that, if not undertaken,  could
have a direct material effect on the Bank's financial  statements and operation.
Under  capital  adequacy  guidelines  and the  regulatory  framework  for prompt
corrective  action,  the Bank must meet specific capital guidelines that involve
quantitative measures of the Bank's assets, liabilities, and certain off-balance
sheet items as calculated under regulatory accounting policies.

The Bank's capital accounts and  classifications are also subject to qualitative
judgements  by the  regulators  about  components,  risk  weighting,  and  other
factors.  Quantitative  and  qualitative  measures  established by regulation to
ensure capital adequacy require the Bank to maintain minimum amounts and ratios,
set  forth in the table as of  December  31,  1999  below,  of total and  Tier-1
capital,  as defined  by  regulation,  to risk  weighted  assets,  and of Tier-1
capital to average assets.  Management  believes that as of December 31, 1999 it
has met the capital adequacy requirements as defined by these definitions.

The Bank in its written agreement with the regulators agreed to maintain a 7.00%
ratio of capital to total assets,  which was at 7.22% at December 31, 1999.  The
second  column  below  with  the  indication  "Adequately"  is  that  regulatory
definition for an Adequately  Capitalized banking institution.  The right column
below  with the  indication  "Well"  is that  regulatory  definition  for a Well
Capitalized banking institution.

<TABLE>
<CAPTION>

     <S>                                                       <C>           <C>             <C>
     Regulator Definition for each Capital Tier Category       SSB           Adequately      Well
     Tier-2 Capital = Tier-2 Cap/Risk Weighted Assets         12.86%           8.00%         10.0%
     Tier-1 Risk = Tier-1 Cap/Risk Weighted Assets            11.61%           4.00%          6.0%
     Tier-1 Leverage = Tier-1 Cap/Avg Quarterly Assets        8.38%            4.00%          5.0%

</TABLE>

EFFECT OF GOVERNMENT POLICY, FUTURE LEGISLATION AND CHANGING FINANCIAL MARKETS

One  of  the  primary   determinants   of  the  Company's   future  success  and
profitability  is the  interest  rate  differentials  obtained by its  affiliate
banking  institution.  The Bank's earning capacity will be largely controlled by
the  difference  between  the  interest  rate  paid on its  deposits  and  other
borrowing and the interest  rates  received on loans to customers and securities
held in its  investment  portfolio.  The value and  yields of its assets and the
rate paid on its  liabilities  are sensitive to changes in  prevailing  rates of
interest.  Consequently,  the  earnings  and  growth  of  the  Company  will  be
influenced by general economic  conditions,  the monetary and fiscal policies of
the federal  government  and policies of  regulatory  agencies  which  implement
national  monetary  policy.  The  nature  and  impact of any  future  changes in
monetary policies cannot be predicted.  The entire regulatory  environment which
controls the banking  industry in the United  States is  undergoing  significant
change,  both as to the banking industry itself and the permissible  competition
between  banks  and  non-banking   financial   institutions.   There  have  been
significant  regulatory  changes in the areas of bank mergers and  acquisitions,
the products and services  offered by banks and the  non-banking  activities  in
which bank holding  companies  may engage.  Partly as a result of such  changes,
banks are now actively competing with other types of depository institutions and
with  non-bank  financial  institutions  such as money market  funds,  brokerage
firms, insurance companies and other financial services organizations. It is not
possible at this time to assess what impact these changes will  ultimately  have
on the Company and its operations.  Certain legislative and regulatory proposals
that could affect the Company are pending,  or may be introduced,  in the United
States  Congress,   the  Florida  legislature  and  various  other  governmental
agencies.  These  proposals  could further alter the  structure,  regulation and
competitive  relationship of financial  institutions and may subject the Company
to increased regulation, disclosure and reporting requirements. In addition, the
various banking regulatory  agencies frequently propose rules and regulations to
implement  and enforce  already  existing  legislation.  It cannot be  predicted
whether or in what form any future legislation or regulations will be enacted or
to the extent to which the  business  of the  Company  will be  affected by such
matters.

IMPACT OF INFLATION AND CHANGING PRICES

The  financial  statements  and  accompanying  footnotes  have been  prepared in
accordance with generally accepted accounting principles ("GAAP"), which require
the  measurement  of  financial  position  and  operating  results  in  terms of
historical dollars without  consideration for changes in the relative purchasing
power of money over time due to  inflation.  The assets and  liabilities  of the
Company are primarily  monetary in nature and changes in market  interest  rates
have a greater impact on its performance than do the effects of inflation.


                          ITEM 7. FINANCIAL STATEMENTS

SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY

Consolidated Financial Report

December 31, 1999

Independent Auditor's Report

To the Board of Directors and Stockholders
Southern Security Bank Corporation and Subsidiary
Hollywood, Florida

We have  audited  the  accompanying  consolidated  balance  sheets  of  Southern
Security Bank  Corporation  and subsidiary as of December 31, 1999 and 1998, and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 Southern Security
Bank  Corporation  and  subsidiary  as of December  31,  1999 and 1998,  and the
results  of their  operations  and their  cash flows for the years then ended in
conformity with generally accepted accounting principles.

                                                /s/McGladrey & Pullen, LLP

Fort Lauderdale, Florida
March 28, 2000

<PAGE>

Southern Security Bank Corporation and Subsidiary


Consolidated Balance Sheets
December 31, 1999 and 1998

<TABLE>
<CAPTION>

ASSETS                                                                     1999                       1998
-----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>
Cash and due from banks (Note 2)                                           $  1,430,387          $1,012,269

Federal funds sold                                                            1,744,933           4,845,000

                                                                           ---------------------------------
   Total cash and cash equivalents                                            3,175,320           5,857,269

Securities held to maturity (fair value 1999 $321,527;
   1998 $359,033) (Note 3)                                                      320,908             350,883

Securities available for sale (amortized cost 1999
   $251,621; 1998 $274,458) (Note 3)                                            247,095             277,970

Federal Reserve Bank stock, at cost                                              88,600              84,300

Loans, net (Notes 4, 12 and 16)                                              12,788,261          14,612,998

Premises and equipment (Note 5)                                                 339,707             344,592

Other real estate owned                                                         267,634             414,298

Accrued interest receivable                                                     107,017             136,854

Other assets                                                                    150,021             181,677

                                                                           --------------------------------
                                                                          $  17,484,563         $22,260,841
                                                                           =======================================
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

Southern Security Bank Corporation and Subsidiary


Consolidated Balance Sheets
December 31, 1999 and 1998

<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY                                        1999                      1998
-------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                     <C>
Liabilities:

Noninterest-bearing deposits                                                $  3,525,043          $5,138,392

Interest-bearing deposits (Note 6)                                            12,169,048          15,105,654

                                                                           ----------------------------------
Total deposits                                                                15,694,091          20,244,046

Notes payable (Note 8)                                                           100,000             100,000

Other liabilities                                                                704,665             661,184
                                                                           ---------------------------------
Total liabilities                                                             16,498,756          21,005,230
                                                                           ---------------------------------
Commitments and contingencies (Notes 13, 15 and 16)
Minority interest in subsidiary                                                   31,692              39,491
 Stockholders' equity (Notes 9, 10, and 14):                               ---------------------------------

Preferred stock, 3,800,000 authorized, none issued and
outstanding, terms determined upon issuance
Series A voting convertible preferred stock, $.01 par
value; $1.50 liquidation value; 1,200,000 shares
authorized; none issued and outstanding

Class A voting common stock, $.01 par value; 30,000,000 1,644,988
shares authorized; issued and outstanding 1999
5,913,050 shares; 1998 4,567,641 shares                                           59,130              45,676
Class B nonvoting convertible common stock,
$.01 par value; 5,000,000 shares authorized;
none issued and outstanding
Capital surplus                                                                5,921,300           5,537,269
Accumulated deficit                                                           (5,021,898)         (4,370,251)
                                                                           ---------------------------------
                                                                                 958,532           1,212,694
                                                                           ---------------------------------
Accumulated other comprehensive income (loss)                                     (4,417)              3,426
                                                                           ---------------------------------
       Total stockholders' equity                                                954,115           1,216,120

                                                                           ---------------------------------
                                                                           $  17,484,563         $22,260,841
                                                                           =================================
</TABLE>

<PAGE>
Southern Security Bank Corporation and Subsidiary

Consolidated Statements Of Operations
Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>


                                                                                1999               1998
-----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>
Interest income:

Loans, including fees                                                      $131,328,510          $1,472,713

Securities                                                                       54,449             120,146

Federal funds sold                                                              160,579             273,926

                                                                           --------------------------------
                                                                              1,543,538           1,866,785
Interest expense                                                                537,568             889,292

                                                                           --------------------------------
     Net interest income                                                      1,005,970             977,493

Provision for loan losses (Note 4)                                                                   40,000
                                                                           --------------------------------
     Net interest income after provision for loan losses                      1,005,970             937,493
                                                                           --------------------------------

Other income:
     Service charges on deposit accounts                                       121,441              136,298
     Securities gains (losses), net (Note 3)                                                            543
     Other                                                                                           39,635
                                                                           --------------------------------
     Total other income                                                        121,441              176,476
                                                                           --------------------------------

Other expenses:
     Salaries and employee benefits                                            877,348             743,373
     Occupancy and equipment                                                   345,568             321,349
     Data and item processing                                                   85,831              72,505
     Professional fees                                                         174,468             140,383
     Insurance                                                                  93,725              91,886
     Other                                                                     206,132             330,181
                                                                           -------------------------------
     Total other expenses                                                    1,783,072           1,699,677
                                                                           -------------------------------

     Net loss before minority interest in
     net loss of subsidiary                                                  (655,661)            (585,708)

Minority interest in net loss of subsidiary                                     4,014                1,687
                                                                           -------------------------------
     Net loss                                                             $  (651,647)           $(584,021)
                                                                           ===============================

Basic and diluted earnings (loss) per share  (Note 11)                       $  (0.12)              $(0.13)
                                                                           ===============================


</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>

Southern Security Bank corporation and Subsidiary

Consolidated Statements of Stockholders' Equity
Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                          Comprehensive                  Preferred Stock
                                                                              -------------------------------------
                                                             Income             Shares                 Amount

------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                   <C>                <C>
Balance, December 31, 1997
Comprehensive income (loss):                              -                      -                  $     -
Net loss                                                  $  (584,021)           -                        -
Other comprehensive income, net of tax:
Change in unrealized gain (loss) on
   securities available for sale (Note 3)                       2,734            -                        -
                                                          --------------------
Comprehensive (loss)                                      $  (581,287)
                                                          ====================
Issuance of stock
                                                                                -------------------------------------
Balance, December 31, 1998
Comprehensive income (loss):
Net loss                                                  $  (651,647)            -                       -
Other comprehensive income (loss), net of tax:
Change in unrealized gain (loss) on
securities available for sale (Note 3)                         (7,843)            -                       -
                                                          --------------------
Comprehensive income (loss)                               $  (659,490)            -                       -
                                                          ====================
Issuance of stock (Note  9)
                                                                                -------------------------------------
Balance, December 31, 1999                                                        -                 $     -

                                                                                =====================================
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>

<TABLE>
<CAPTION>

                                                                           Accumulated
                                                                             Other
          Common Stock               Paid - In         Accumulated       Comprehensive
      Shares        Amount            Capital           (Deficit)           Income          Total
---------------------------------------------------------------------------------------------------
<S>                <C>               <C>                <C>                  <C>           <C>
   4,299,673       $ 42,997          $ 4,215,371        $ (3,786,230)        $692          $472,830

                                                            (584,021)                      (584,021)

                                                                            2,734             2,734

     267,968          2,679            1,321,898                                          1,324,577
---------------------------------------------------------------------------------------------------
   4,567,641         45,676            5,537,269           (4,370,251)      3,426         1,216,120

                                                             (651,647)                     (651,647)

                                                                           (7,843)           (7,843)
   1,345,409         13,454              384,031                                            397,485
---------------------------------------------------------------------------------------------------
   5,913,050       $ 59,130          $ 5,921,300        $  (5,021,898)    $(4,417)         $954,115
===================================================================================================
</TABLE>

<PAGE>

SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY

CONSOLIDATED  Statements  of Cash Flows (Note 17) Years Ended  December 31, 1999
and 1998


<TABLE>
<CAPTION>
                                                                               1999                1998
--------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                   <C>
Cash Flows From Operating Activities
Net loss                                                                 $  (651,647)          $(584,021)
Adjustments to reconcile net loss to net cash used in
operating activities:
Net accretion on securities                                                  (3,495)             (22,133)
Provision for loan losses                                                                         40,000
Provision for losses on other real estate owned                                                    7,000
Depreciation and amortization                                                92,416               79,485
Loss on sale of other real estate owned                                      12,268
Securities (gains) losses, net                                                                      (543)
Minority interest in net loss of subsidiary                                  (4,014)              (1,687)
Issuance of common stock as compensation
for services                                                                                      89,325
(Increase) decrease in:
Accrued interest receivable                                                  29,837              (10,984)
Other assets                                                                 28,067               (7,471)
Increase in other liabilities                                                43,481              208,634
                                                                          ------------------------------
     Net cash used in operating activities                                 (453,087)            (202,395)
                                                                          ------------------------------

Cash Flows From Investing Activities
Net cash flows from securities                                               52,007            1,583,006
Loan originations and principal collections on loans, net                 1,890,429            3,519,073
Purchases of loans                                                                            (5,723,793)
Purchase of premises and equipment                                          (87,531)             (24,278)
Proceeds from sale of other real estate owned                                68,704
                                                                          ------------------------------
     Net cash provided by (used in) investing activities                  1,923,609             (645,992)
                                                                          ------------------------------
Cash Flows From Financing Activities
Net decrease in federal funds purchased
and securities sold under repurchase agreements                                                 (206,000)
Net increase (decrease) in deposits                                      (4,549,956)           4,568,735
Proceeds from issuance of stock                                             397,485            1,235,252
                                                                          ------------------------------
     Net cash provided by (used in) financing activities                 (4,152,471)           5,597,987
                                                                          ------------------------------
     Net increase (decrease) in cash and cash equivalents                (2,681,949)           4,749,600
Cash and cash equivalents:
     Beginning                                                            5,857,269            1,107,669
                                                                          ------------------------------
     Ending                                                            $  3,175,320           $5,857,269
                                                                          ==============================
</TABLE>

See Notes to Consolidated Financial Statements.

<PAGE>

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business:  Southern  Security Bank  Corporation  (the  "Company")
provides a full range of banking services to individual and corporate  customers
in Southeast Florida through its subsidiary bank.

Principles of consolidation:  The accompanying consolidated financial statements
include  the   accounts  of  Southern   Security   Bank   Corporation   and  its
majority-owned subsidiary,  Southern Security Bank (the "Bank"). All significant
intercompany balances and transactions have been eliminated in consolidation.

Basis of  presentation:  The  financial  statements  of Southern  Security  Bank
Corporation  and its subsidiary  have been prepared in conformity with generally
accepted  accounting  principles and conform to predominate  practice within the
banking  industry.  In  preparing  the  financial   statements,   the  Company's
management is required to make  estimates and  assumptions  which  significantly
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Significant  estimates which are  particularly  susceptible to change in a short
period of time include the  determination  of the  allowance for loan losses and
the fair value of securities. Actual results could differ from those estimates.

Cash and cash flows: Cash and cash equivalents includes cash and due from banks,
and federal funds sold. For purposes of reporting cash flows,  loans,  deposits,
federal funds  purchased and  securities  sold under  repurchase  agreements are
reported net. The Bank maintains deposits with financial  institutions which are
in excess of federally-insured amounts.

Investment securities: Debt securities that the Bank has the positive intent and
ability to hold until maturity are classified as "held to maturity" and recorded
at amortized cost.  Securities not classified as held to maturity or trading are
classified as "available for sale" and recorded at fair value,  with  unrealized
gains or losses, net of the related deferred tax effect,  reported as a separate
component of other comprehensive  income.  Management determines the appropriate
classification  of  securities  as each  individual  security  is  acquired.  In
addition,  the  appropriateness  of such  classification  is  reassessed at each
balance sheet date.

Purchase  premiums and  discounts on debt  securities  are  amortized  using the
interest  method over their expected  terms and  recognized in interest  income.
Realized  gains or  losses,  determined  on the  basis  of the cost of  specific
securities sold, are included in earnings on the trade date.

Declines in the fair value of individual securities classified as either held to
maturity or available for sale below their amortized cost that are determined to
be other than temporary  result in  write-downs of the individual  securities to
their fair value with the resulting  write-downs included in current earnings as
realized losses.

Loans:  Loans  receivable that management has the intent and ability to hold for
the  foreseeable  future or until maturity or payoff are stated at the amount of
unpaid principal,  adjusted for unamortized premiums,  net loan origination fees
and costs, and an allowance for loan losses.

Loan origination and commitment fees and certain direct loan  origination  costs
are being deferred and recognized  over the expected life of the related loan as
an adjustment of yield. The Bank is generally  amortizing these amounts over the
contractual  life  using the  interest  method.  Commitment  fees  based  upon a
percentage  of a  customer's  unused line of credit and fees  related to standby
letters of credit are recognized over the commitment period.

Interest on loans is  calculated  by using the simple  interest  method on daily
balances of the principal  amount  outstanding.  For impaired loans,  accrual of
interest is discontinued on a loan when management  believes,  after considering
collection efforts and other factors, that the borrower's financial condition is
such that  collection of interest is doubtful.  Interest income is recognized on
those loans only upon receipt. Accrual of interest is generally resumed when the
customer is current on all principal and interest payments.

A loan is impaired  when it is  probable  the Bank will be unable to collect all
contractual  principal and interest payments due in accordance with the terms of
the loan  agreement.  Impaired  loans are measured based on the present value of
expected future cash flows discounted at the loan's effective  interest rate or,
as a practical  expedient,  at the loan's  observable  market  price or the fair
value of the  collateral  if the loan is  collateral  dependent.  The  amount of
impairment, if any, and any subsequent changes are included in the allowance for
loan losses.

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  collectibility  of the  principal is  unlikely.  The
allowance  is an amount  that  management  believes  will be  adequate to absorb
estimated losses on existing loans, based on an evaluation of the collectibility
of  loans  and  prior  loss   experience.   This   evaluation  also  takes  into
consideration  such  factors  as  changes  in the  nature and volume of the loan
portfolio,  overall  portfolio  quality,  review of specific  problem loans, and
current economic conditions that may affect the borrower's ability to pay. While
management uses the best  information  available to make its evaluation,  future
adjustments to the allowance may be necessary if there are  significant  changes
in economic conditions.

Transfers of financial  assets:  Transfers of financial assets are accounted for
as sales  when  control  over the  assets  has been  surrendered.  Control  over
transferred  assets is deemed to be  surrendered  when (1) the assets  have been
isolated  from the  Company,  (2) the  transferee  obtains  the  right  (free of
conditions  that constrain it from taking  advantage of that right) to pledge or
exchange the transferred assets, and (3) the Company does not maintain effective
control over the  transferred  assets  through an agreement to  repurchase  them
before their maturity.

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

                                            Years
                                       -----------------
Leasehold improvements                      5 - 10
Furniture and equipment                     3 - 12



Other real estate owned:  Real estate  acquired  through  foreclosure or deed in
lieu of foreclosure represents specific assets to which the Company has acquired
legal title in satisfaction of indebtedness. Such real estate is recorded at the
property's  fair  value at the date of  foreclosure  (cost).  Initial  valuation
adjustments, if any, are charged against the allowance for loan losses. Property
is evaluated regularly to ensure the recorded amount is supported by its current
fair value and valuation  allowances to reduce the carrying amount to fair value
less estimated cost to dispose are recorded as necessary.  Revenues and expenses
related to holding and operating these properties are included in operations.

Income taxes: Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible  temporary  differences,  and operating
loss or tax credit carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  Deferred tax assets and  liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Stock-based  compensation:  The Bank has elected to use the intrinsic  valuation
method  prescribed  under  Accounting   Principles  Board  ("APB")  Opinion  25,
"Accounting   for  Stock  Issued  to  Employees"  to  account  for   stock-based
compensation.  Under this  method,  compensation  is measured as the  difference
between the estimated  fair value of the stock at the date of the award less the
amount required to be paid. The  difference,  if any, is charged to expense over
the periods of required service.

Credit related financial  instruments:  In the ordinary course of business,  the
Bank has entered into commitments to extend credit, including standby letters of
credit. Such financial instruments are recorded when they are funded.

Earnings per share:  Basic earnings  per-share  amounts are computed by dividing
net income  (the  numerator)  by the  weighted-average  number of common  shares
outstanding (the  denominator).  Diluted earnings  per-share  amounts assume the
conversion,  exercise or  issuance of all  potential  common  stock  instruments
unless the effect is to reduce the loss or increase  the income per common share
from continuing operations.

Fair value of financial instruments:  SFAS No. 107, Disclosures about Fair Value
of Financial  Instruments  requires  disclosure of fair value  information about
financial instruments, whether or not recognized in the balance sheet, for which
it is  practicable  to estimate that value.  In cases where quoted market prices
are not  available,  fair values are based on estimates  using  present value or
other valuation techniques.  Those techniques are significantly  affected by the
assumptions  used,  including  the  discount  rate and  estimates of future cash
flows. In that regard,  the derived fair value estimates cannot be substantiated
by comparison to independent  markets and, in many cases,  could not be realized
in  immediate  settlement  of the  instrument.  SFAS No.  107  excludes  certain
financial  instruments  and all  nonfinancial  assets and  liabilities  from its
disclosure requirements. Accordingly, the aggregate fair value amounts presented
do not represent the underlying value of the Bank.

The fair value estimates presented are based on pertinent  information available
to management as of December 31, 1999 and 1998. Although management is not aware
of any factors that would significantly  affect the estimated fair value amount,
such  amounts  have not been  comprehensively  revalued  for  purposes  of these
financial statements since these dates and therefore,  current estimates of fair
value may differ  significantly  from the amounts  presented in these  financial
statements.

Emerging accounting standards:  In June 1999, the Financial Accounting Standards
Board issued  Statement  No. 133,  Accounting  for  Derivative  Instruments  and
Hedging  Activities,  which is required to be adopted in years  beginning  after
June  15,  2000.  Because  of the Bank has not  used  derivatives  in the  past,
management  does not anticipate that the adoption of the new Statement will have
a significant effect on the Bank's earnings or financial position.

NOTE 2.  RESTRICTIONS ON CASH AND DUE FROM BANKS

The Bank is required by the Federal Reserve Bank to maintain reserve balances in
cash or on deposit, based on a percentage of deposits. Required reserve balances
were completely satisfied by cash on hand at December 31, 1999 and 1998.

NOTE 3.   INVESTMENT SECURITIES

Securities  held to maturity:  The amortized  cost and fair values of securities
held to maturity as of December 31, 1999 and 1998 are summarized as follows:


<TABLE>
<CAPTION>

                                                 1999

                                                -----------------------------------------------------------
                                                                   Gross            Gross
                                                Amortized        Unrealized        Unrealized         Fair
                                                Cost               Gains            Losses           Values
                                                -----------------------------------------------------------
<S>                                             <C>              <C>               <C>            <C>
U. S. Treasury securities                       $  249,763       $  355            $              $ 250,118
Mortgage-backed securities                          71,145          413              (149)           71,409
                                                -----------------------------------------------------------
                                                $  320,908       $  768            $ (149)        $ 321,527
                                                ===========================================================
                                                1998
                                                -----------------------------------------------------------
                                                                   Gross            Gross
                                                Amortized        Unrealized        Unrealized        Fair
                                                Cost               Gains            Losses          Values
                                                -----------------------------------------------------------
U. S. Treasury securities                       $  248,280      $ 4,962           $               $ 253,242
Mortgage-backed securities                         102,603        3,188                             105,791
                                                -----------------------------------------------------------
                                                $  350,883      $ 8,150           $               $ 359,033
                                                ===========================================================

</TABLE>

The amortized  cost and fair values of  securities  held to maturity at December
31, 1999, by contractual maturity, are shown below.

                                         Amortized           Fair
                                          Cost              Values
                                        ----------------------------
Due in one year or less                 $ 249,763           $250,118
Mortgage-backed securities                 71,145             71,409
                                        ----------------------------
                                        $ 320,908           $321,527
                                        ============================


Gross gains of $543 were  recognized on securities held to maturity in 1998 as a
result  of the  disposition  of a  security  that was  called by the  maker.  No
securities held to maturity were called in 1999.

Securities held to maturity with a carrying amount of approximately  $250,000 at
December 31, 1998 were pledged as collateral on trustee  deposits and repurchase
agreements.  There were no securities  held to maturity  pledged at December 31,
1999.

Securities  available for sale: The amortized cost and fair values of securities
available for sale as of December 31, 1999 and 1998 are summarized as follows.


<TABLE>
<CAPTION>
                                                 1999
                                                ---------------------------------------------------------
                                                                   Gross             Gross
                                                Amortized        Unrealized        Unrealized       Fair
                                                  Cost             Gains             Losses        Values
                                                ---------------------------------------------------------
<S>                                             <C>               <C>           <C>               <C>
U. S. Treasury securities                       $  50,881         $             $ (343)           $50,538
Mortgage-backed securities                        200,740                        (4,183)          196,557
                                                ---------------------------------------------------------
                                                $ 251,621         $            $ (4,526)         $247,095
                                                =========================================================
                                                 1998
                                                ---------------------------------------------------------
                                                                   Gross             Gross
                                                Amortized        Unrealized        Unrealized       Fair
                                                  Cost             Gains             Losses        Values
                                                ---------------------------------------------------------
Mortgage-backed securities                      $ 274,458        $3,512        $                $ 277,970
                                               ==========================================================
</TABLE>

The  U.S.  Treasury  securities  are all due in one  year or  less.  Contractual
maturities of  mortgage-backed  securities  available for sale are not disclosed
because they are not due at a single maturity date. In addition, mortgage-backed
securities  may mature  earlier  than their  contractual  maturities  because of
principal prepayments.

There were no sales of securities available for sale in 1998 or 1999.

Securities available for sale with a carrying amount of approximately $53,000 at
December 31, 1999 were pledged as collateral on trustee deposits.  No securities
available for sale were pledged at December 31, 1998.

Changes in the  unrealized  gain (loss) on securities  available for sale are as
follows:

<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                                             --------------------------------
                                                                                   1999              1998
                                                                             --------------------------------

<S>                                                                          <C>                 <C>
Unrealized holding (losses) gains arising during the period                  $     (8,038)       $     2,795

Less reclassification adjustment for gains (losses) realized
in net income
                                                                             --------------------------------
Net unrealized gains (losses), before tax (expense) benefit                        (8,038)             2,795

Tax (expense) benefit

                                                                             --------------------------------
Other comprehensive income (loss) before minority interest                         (8,038)             2,795

Minority interest in other comprehensive (income) loss of subsidiary                  195                (61)

                                                                             --------------------------------
Other comprehensive income (loss)                                                $ (7,843)            $2,734
                                                                             ================================
</TABLE>

NOTE 4.  LOANS

The composition of net loans as of December 31, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>


                                                          1999                   1998
                                                    ---------------------------------------
<S>                                                 <C>                   <C>
Commercial                                          $  2,778,170          $       2,855,186
Commercial real estate                                 2,998,995                  3,067,294
Residential real estate                                2,854,232                  2,857,026
Consumer                                               4,068,198                  6,009,996
Other                                                    254,676                     69,263
                                                    ---------------------------------------
                                                      12,954,271                 14,858,765

  Allowance for loan losses                             (183,676)                  (271,499)
  Deferred loan fees and unamortized premiums, net        17,666                     25,732
Loans, net
                                                    ---------------------------------------
                                                   $  12,788,261          $      14,612,998
                                                    =======================================

</TABLE>

Activity in the allowance for loan losses for the years ended  December 31, 1999
and 1998 was as follows:

                                              1999               1998
                                          -----------------------------

Balance, beginning                        $  271,499          $288,802
Amounts charged off:
  Consumer loans                            (108,284)          (65,097)
Provision for loan losses                                       40,000
Recoveries of amounts charged off
  Consumer loans                             20,461              7,794
Balance, ending                           ----------------------------
                                         $  183,676           $271,499
                                          ============================

The Bank's recorded  investment in impaired loans was approximately  $45,000 and
$50,000 at December  31, 1999 and 1998,  respectively.  The  specific  allowance
associated with impaired loans, and included in the allowance for loan losses at
December 31, 1999 and 1998, was approximately $22,000 and $7,400,  respectively.
The  average  recorded  investment  in impaired  loans  during 1999 and 1998 was
approximately  $30,000 and $17,000,  respectively.  Interest  income on impaired
loans,  recognized  for  cash  payments  received  in  1999  and  1998,  was not
significant.

NOTE 5.  PREMISES AND EQUIPMENT

The  major  classes  of  premises  and  equipment  and  the  total   accumulated
depreciation as of December 31, 1999 and 1998 are as follows:

                                           1999               1998
                                        ---------------------------

Leasehold improvements                $  716,429           $712,022
Furniture and equipment
                                         635,541            552,803
                                      -----------------------------
                                         1,351,970        1,264,825
Less accumulated depreciation
  and amortization                       1,012,263          920,233
                                      -----------------------------
                                        $  339,707         $344,592
                                      =============================


NOTE 6.  DEPOSITS

The composition of interest-bearing deposits at December 31, 1999 and 1998 is as
follows:

                                    1999               1998
                                  -----------------------------
Now accounts                    $  1,893,708         $1,601,587
Money market accounts              2,674,489          2,745,687
Savings accounts                     655,206            725,038
Certificates of deposit less
  than $100,000                    4,824,914          6,749,358
Certificates of deposit of
  $100,000 or more                 2,120,731          3,283,984
Total                           -------------------------------
                               $  12,169,048        $15,105,654
                                ===============================

At December 31, 1999, the scheduled maturities of certificates of deposit are as
follows:

<TABLE>
<CAPTION>

                                      Less than          $100,000
                                      $100,000           and over            Total
                                  ---------------------------------------------------
<S>                                <C>                 <C>               <C>
Three months or less               $   1,772,454       $  1,510,731      $  3,283,185
Over three through six months          1,157,208                            1,157,208
Over six through twelve months         1,499,584          400,000           1,899,584
Over one through two years               261,000          210,000             471,000
Over two through three years             134,668                              134,668
                                   --------------------------------------------------
                                   $   4,824,914       $2,120,731        $  6,945,645
                                   ==================================================
</TABLE>

NOTE 7.  INCOME TAXES

The net  cumulative  tax  effects of the  primary  temporary  differences  as of
December 31, 1999 and 1998 are shown in the following table:



                                                     1999               1998
                                                 -----------------------------

Deferred tax assets:
Allowance for loan losses                       $   55,200       $      57,200
Other real estate owned                             28,300              28,300
Premises and equipment                              76,700              69,500
Net operating loss carryforward                  3,262,500           3,010,400
Accrual to cash conversion for income taxes        135,000             126,900
Total deferred tax assets                        -----------------------------
                                                 3,557,700           3,292,300
Deferred tax liabilities, deferred loan costs    -----------------------------
                                                    (2,800)             (2,700)
                                                 -----------------------------
                                                 3,554,900           3,289,600
Valuation allowance for deferred tax assets     (3,554,900)         (3,289,600)
                                                 -----------------------------
Net deferred tax assets                         $                $
                                                 =============================

The Company has  recorded a valuation  allowance  on the  deferred tax assets to
reduce the total to an amount that  management  believes is more likely than not
to be  realized.  The  valuation  allowance  increased  by $265,300 and $257,200
during the years ended December 31, 1999 and 1998, respectively.  Realization of
deferred tax assets is dependent  upon  sufficient  future taxable income during
the period that deductible temporary  differences and carryforwards are expected
to be  available to reduce  taxable  income.  No income tax  benefits  have been
provided for the years ended December 31, 1999 and 1998,  because the results of
operations do not provide  evidence that the net operating  losses available for
carryforward will be utilized in the future.

The Company has available federal net operating loss carryforwards approximating
the following at December 31, 1999:

Expiring December 31,                                         Amount
--------------------------------------------------------------------------------
2002                                                      $    143,000
2003                                                           998,000
2004                                                           500,000
2005                                                           759,000
2006                                                           526,000
2007                                                           935,000
2008                                                           905,000
2009                                                           872,000
2010                                                           898,000
2011                                                           288,000
2012                                                           844,000
2018                                                           328,000
2019                                                           698,000
                                                          ------------
                                                          $  8,694,000
                                                          ============


NOTE 8.  NOTES PAYABLE

The  Company  has  an  unsecured  note  payable  to a  trust  affiliated  with a
stockholder in the amount of $100,000 at December 31, 1999 and 1998. The note is
due June 30, 2000 and interest is payable quarterly at 8.0%. The due date of the
note is automatically  extended for additional periods of six months at each due
date  unless  the  lender  provides  30 days  notice of its intent not to permit
additional extensions.

NOTE 9.  CAPITAL STOCK
During 1998, the Company sold 251,303 units under a private  offering at a price
of $5 per share.  Each unit sold  consisted of one share of Class A Common Stock
and a warrant to  purchase  one  additional  share of Class A Common  Stock at a
price of $7.50, which expires September 30, 2001.

Effective February 8, 1999 through March 25, 1999, the Company offered to permit
the  holders of the  warrants  discussed  above to purchase 10 shares of Class A
Common Stock for $5.00 through the early exercise of such  warrants.  A total of
84,500  warrants  were  tendered  under the offer,  resulting in the issuance of
845,000 shares and net proceeds of $397,485.  In June 1999, the Company  offered
to permit the remaining  warrant holders to exchange those warrants for 3 shares
of Class A Common Stock.  All remaining  warrants were tendered under this offer
resulting in the issuance of 500,409 shares.

The Board of Directors  has the  authority  to issue up to  5,000,000  preferred
shares in one or more  classes,  to fix the  number of shares  constituting  any
class and the  stated  value  thereof,  and to fix the terms of any such  class,
including dividend rights, dividend rates, conversion or exchange rights, voting
rights,  rights and terms of redemption and the  liquidation  preference of such
class.  The  Certificate of  Incorporation  created Series A Preferred Stock and
authorized the issuance of 1,200,000 shares from the total authorized shares.

The  Series  A  Preferred   Stock  is   convertible   into  common  stock  on  a
share-for-share  basis upon the  occurrence  of certain  events.  Dividends  are
payable  quarterly,  when  declared by the Board of  Directors,  on the Series A
Preferred  Stock at an annual  rate of $.06 per  share.  Accumulated  but unpaid
dividends for any past quarterly  dividend periods will be cumulative and accrue
without  interest.  No dividends  may be declared or paid on common stock of the
Company and no common stock shall be redeemed  until all dividends in arrears on
the Series A Preferred  Stock have been paid.  In addition,  holders of Series A
Preferred Stock shall also receive a dividend any time a dividend is declared on
the Class A Common Stock generally on a share-for-share basis.

NOTE 10.  OFFICER AND STOCK-BASED COMPENSATION

The Company has  recognized  liabilities  totaling  approximately  $277,000  and
$278,000 at December 31, 1999 and 1998,  respectively for additional amounts due
to two officers  for services  performed  in  connection  with their  employment
agreements.  During the year ended  December 31, 1998,  one officer  voluntarily
agreed to  permanently  forgive  $125,000  of  compensation  due and the related
liability was decreased accordingly.

Options for the purchase of stock in Southern Security Bank

Under the Incentive  Stock Option Plan (the "Plan") adopted by the Bank in 1988,
the Bank is  authorized  to grant  options for the  purchase of up to 20% of the
outstanding common shares of the Bank (590,570 shares at December 31, 1999). All
directors, officers and employees of the Bank are eligible to receive options to
purchase  shares of common  stock at the fair  value of the stock at the date of
grant,  but in no event may the price be less than the par value of such  stock.
Options  granted  under the plan  expire  no more than 8 years  from the date of
issue, or upon 90 days after termination of employment. The Plan expires July 1,
2000,  and no additional  options may be granted after that date under the Plan.
The weighted-average  remaining life of options outstanding at December 31, 1999
and 1998 is 4 and 5 years, respectively.

A  summary  of the  options  for  the  purchase  of  common  stock  of the  Bank
outstanding  as of December 31, 1999 and 1998, and changes during the years then
ended is presented in the following  table.  The fair value of each option grant
is  estimated  on the date of grant using the present  value with the  following
weighted-average assumptions used for grants in 1998: risk-free interest rate of
6.0%, expected lives of 6 years and no dividends.

<TABLE>
<CAPTION>

                                       1999                                   1998
                                       ----------------------------------------------------------------------------
                                                      Weighted-Average                          Weighted-Average
                                       Shares          Exercise Price             Shares         Exercise Price
                                       ----------------------------------------------------------------------------
<S>                                      <C>            <C>                       <C>             <C>
Outstanding at beginning of year         527,060        $      1.00               414,870         $     1.00
Granted                                                                           114,830               1.00
Exercised
Forfeited                                                                          (2,640)              1.00
Outstanding at end of year             ---------                                ---------
                                         527,060               1.00               527,060               1.00
Options exercisable at year-end        =========                                =========
                                         527,060               1.00                527,060              1.00
Weighted-average fair value of         =========                                ==========
options granted during the year                         $                                         $     0.08

</TABLE>

Options for the purchase of stock in Southern Security Bank Corporation

The  Company  has granted  stock  options for the  purchase of shares of Class A
common  stock  of  the  Company  to  directors  of  the  Company  under  various
compensation  agreements  and actions of the Board of Directors,  representing a
majority of the  stockholders.  All options for the  purchase of common stock of
the Company expire 10 years from the date of issue.

A  summary  of the  options  for the  purchase  of common  stock of the  Company
outstanding  as of December 31, 1999 and 1998, and changes during the years then
ended is  presented  below.  The fair value of each option grant is estimated on
the date of grant using the present  value with the  following  weighted-average
assumptions  used for grants in 1999 and 1998:  risk-free  interest rate of 6.0%
and 5.5% for 1999 and  1998,  respectively,  expected  lives of 9 years for both
years,  and no  dividends.  Volatility  was assumed to be zero because  there is
currently no market for the Company's stock.


<TABLE>
<CAPTION>
                                                     1999                                 1998
                                         --------------------------------------------------------------------------
                                                       Weighted-Average                         Weighted-Average
                                          Shares        Exercise Price             Shares        Exercise Price
                                         --------------------------------------------------------------------------
<S>                                        <C>            <C>                    <C>              <C>
Outstanding at beginning of year           916,048        $       0              788,550          $   0.75
Granted                                    256,908             4.30              127,498              5.00
Exercised
Forfeited
Outstanding at end of year               ---------                             ---------
                                         1,172,956             1.86              916,048              1.18
Options exercisable at year-end          =========                             =========
                                         1,172,956             1.86              916,048              1.18
Weighted-average fair value of           =========                             =========
options granted during the year                              $ 1.79                                $  1.95

</TABLE>

The following table summarizes  information  about stock options  outstanding at
December 31, 1999:

<TABLE>
<CAPTION>

                Options Outstanding                                       Options Exercisable
------------------------------------------------------------------------------------------------------------------
    Range of                        Weighted-Average
    Exercise          Number           Remaining          Weighted-Average     Number         Weighted-Average
     Prices         Outstanding     Contractual Life      Exercise Price      Exercisable     Exercise Price
------------------------------------------------------------------------------------------------------------------
  <S>                <C>                 <C>               <C>                 <C>             <C>
  $0.00 to 0.50      632,800             5.6 years         $    0.26           632,800         $    0.26
   1.25 to 1.80      203,480             7.9                    1.67           203,480              1.67
   5.00              336,676             9.1                    5.00           336,676              5.00

</TABLE>

The Company and its subsidiary apply APB Opinion 25 and related  Interpretations
in  accounting  for their  plans.  Accordingly,  no  compensation  cost has been
recognized for the stock options  discussed above. Had compensation cost for the
Company's  stock  options been  determined  based on the fair value at the grant
dates for awards under those plans,  the  Company's net loss and loss per common
share and common  equivalent  share would have been  increased  to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>

                                                                 1999               1998
---------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>               <C>
Net loss                                As reported         $    (676,662)    $   (584,021)
                                        Pro forma              (1,137,000)        (818,000)
Basic earnings (loss) per share         As reported                 (0.12)           (0.13)
                                        Pro forma                   (0.21)           (0.18)

</TABLE>

NOTE 11.  EARNINGS PER SHARE

Following is  information  about the  computation of the earnings per share data
for the years ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                           Numerator          Denominator       Per-Share
                                                           (Net Loss)           (Shares)         Amounts
                                                          ------------------------------------------------
<S>                                                       <C>                 <C>              <C>
1999:
Net loss                                                  $  (676,662)
Less preferred stock dividends accrued
Basic and diluted earnings (loss)
per share, income                                         ------------
available to common stockholders                          $  (676,662)        5,544,289        $  (0.12)
                                                          ================================================
1998:
Net loss
                                                          $ (584,021)

Less preferred stock dividends accrued
Basic and diluted earnings (loss) per share, income       ----------
available to common stockholders                         $  (584,021)         4,425,148        $  (0.13)

                                                           ===============================================
</TABLE>

Options for the  purchase of 1,172,956  and 916,048  shares at December 31, 1999
and 1998,  respectively,  have not been included in the  computation  of diluted
earnings per share for 1999 and 1998  because  their  inclusion  would have been
antidilutive as a result of losses being reported for these years.

NOTE 12.   RELATED-PARTY TRANSACTIONS

The  Bank  has  had,  and  may  be  expected  to  have  in the  future,  banking
transactions  in the ordinary  course of business  with  directors,  significant
stockholders,  principal  officers,  their  immediate  families  and  affiliated
companies  in which they are  principal  stockholders  (commonly  referred to as
related parties). Aggregate loans to, or guaranteed by, these related parties at
December 31, 1999 and 1998 and the activity therein for the years then ended was
as follows:

                                  1999               1998

                              -----------------------------
Balance, beginning            $  427,096           $255,057
New loans                         59,605            248,401
Repayments                      (194,768)           (76,362)
Balance, ending               -----------------------------
                              $  291,933           $427,096
                              =============================


NOTE 13.  LEASES

The Bank leases its facilities  under a  noncancelable  agreement  which expires
December 31, 2013.  The  approximate  future  minimum lease  payments under this
lease as of December 31, 1999, are as follows:

Year Ending
December 31                                          Amount
-------------------------------------------------------------
2000                                           $      194,947
2001                                                  200,796
2002                                                  206,819
2003                                                  213,024
2004                                                  219,415
Thereafter                                          2,295,928
Total minimum lease payments                   --------------
                                               $    3,330,929
                                               ==============

Total lease expense for the years ended December 31, 1999 and 1998  approximated
$180,000 and $183,000,  respectively, and is included in occupancy and equipment
expense in the accompanying consolidated statements of operations.

NOTE 14. RESTRICTIONS ON RETAINED EARNINGS AND REGULATORY CAPITAL REQUIREMENTS

The Bank is subject to certain  restrictions on the amount of dividends that may
be declared without prior regulatory approval. At December 31, 1999, no retained
earnings were available for dividend declaration without regulatory approval.

The Bank is subject to various 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 Bank's financial
statements.  Under capital adequacy guidelines and the regulatory  framework for
prompt corrective  action,  the Bank must meet specific capital  guidelines that
involve  quantitative  measures of the Bank's assets,  liabilities,  and certain
off-balance-sheet items as calculated under regulatory accounting practices. The
Bank's  capital  amounts  and  classification  are also  subject to  qualitative
judgments  by the  regulators  about  components,  risk  weightings,  and  other
factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Bank to maintain  minimum amounts and ratios (set forth in the table
below)  of total  and Tier I  capital  to  risk-weighted  assets,  and of Tier I
capital to average assets (all defined in the regulations).  Management believes
the Bank meets all capital adequacy  requirements required by law as of December
31, 1999.

As of December 31, 1999, the most recent  notification  from the Federal Reserve
categorized the Bank as adequately  capitalized  under the regulatory  framework
for prompt corrective  action.  To be categorized as adequately  capitalized the
Bank must maintain  minimum  total  risk-based,  Tier I  risk-based,  and Tier I
leverage  ratios as set forth in the table  below.  There are no  conditions  or
events since that notification that management  believes have changed the Bank's
category.

The Bank's  actual  capital  amounts and ratios are also  presented in the table
below:

<TABLE>
<CAPTION>
                                                                                       To Be Adequately Capitalized
                                                              For Capital                  Under Prompt Corrective
                               Actual                       Adequacy Purposes                Action Provisions
                              -------------------------------------------------------------------------------------
<S>                             <C>              <C>       <C>                 <C>         <C>             <C>
As of December 31, 1999:
Total Capital (to
Risk-Weighted Assets)         $   1,678,766      12.9%     $   1,043,930       8.0%        $ 1,043,930       8.0%
Tier I Capital (to
Risk-Weighted Assets)         $   1,515,398      11.6%     $     521,965       4.0%        $   521,965       4.0%
Tier I Capital (to
Average Assets)               $   1,515,398       8.4%     $     722,920       4.0%        $   722,920       4.0%
As of December 31, 1998:
Total Capital (to
Risk-Weighted Assets)         $   1,800,324      11.8%     $   1,222,234       8.0%        $ 1,222,234       8.0%
Tier I Capital (to
Risk-Weighted Assets)         $   1,608,356      10.5%     $     611,117       4.0%        $   611,117       4.0%
Tier I Capital (to
Average Assets)               $   1,608,356       6.3%           919,600       4.0%        $   919,600       4.0%

</TABLE>

Under the  framework,  the Bank's capital levels do not allow the Bank to accept
brokered deposits without prior approval from regulators.

NOTE 15. REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS

On  April  13,  1995,  the  Company  entered  into  a  written   agreement  (the
"Agreement")  with the Federal Reserve Bank of Atlanta (the "FRB").  Among other
items, the written agreement:

a.   Prohibits the  declaration  or payment of dividends by the Company  without
     the prior written approval of the FRB;

b.   Requires  the  Company to submit a written  plan to  maintain  an  adequate
     capital  position which, at a minimum,  addresses and considers (i) current
     and future capital  requirements of the Bank,  including the maintenance of
     adequate capital ratios, (ii) the volume of the Bank's adversely classified
     assets, (iii) the Bank's anticipated level of earnings, and (iv) the source
     and timing of  additional  funds that may be  necessary  to fulfill  future
     capital requirements;

c.   Prohibits  any  additional  borrowings  by the Company,  or any payments on
     existing  debt of the Company,  without the prior  written  approval of the
     FRB;

d.   Prohibits the Company from entering  into new  financial  transactions,  or
     amending the terms of existing  agreements,  with related parties,  without
     the prior written approval of the FRB; and,

e.   Prohibits  the Company from  entering  into any  transaction  with the Bank
     without the prior written approval of the FRB.

On  November  13,  1998,  the  Bank  entered  into  a  written   agreement  (the
"Agreement")  with the Federal Reserve Bank of Atlanta (the "FRB") and the State
of Florida Department of Banking and Finance (the "Department").  In addition to
requiring  the Bank to implement  certain  operating  administrative  policy and
procedure changes, the written agreement:

a.   Prohibits the  declaration  or payment of dividends by the Bank without the
     prior written approval of the FRB and the Department;

b.   Requires the Bank to submit a written plan to maintain an adequate  capital
     position  which,  at a minimum,  addresses  and  considers  (a) current and
     future capital  requirements  including the  maintenance of minimum capital
     ratios,  (b) any planned growth in the Bank's assets, (c) the volume of the
     Bank's adversely  classified  assets,  (d) the Bank's  anticipated level of
     retained  earnings,  and (e) the source and timing of  additional  funds to
     fulfill future capital requirements; and,

c.   Requires the Bank to maintain its tier one leverage  ratio at a level of no
     less than 7.0%.

As shown in the  financial  statements,  the  Company  incurred  net  losses  of
$651,647  and  $584,021  during  the years  ended  December  31,  1999 and 1998,
respectively.  Despite  these  losses,  the Bank  continued  to meet the minimum
regulatory  capital  requirements  prescribed  under  prompt  corrective  action
provisions at December 31, 1999. Failure to meet these capital  requirements may
result in one or more  regulatory  sanctions,  including  restrictions as to the
source of deposits and the  appointment of a  conservator.  It is the opinion of
management that the ability to meet the prescribed  capital  requirements in the
future is dependent on the ability to raise additional  capital,  as well as the
ability to improve operating results. On August 6, 1999, the Company commenced a
private offering of up to 10,000,000 shares of common stock at an offering price
of $1.25 per share.  In February  2000,  the offering was amended to offer up to
7,285,714  shares of common stock at an offering  price of $0.35 per share.  The
Company has sold 3,553,570 shares resulting in additional  capital of $1,243,750
through March 24, 2000, under the amended offering.

NOTE 16. COMMITMENTS AND CONTINGENCIES

Financial  instruments  with  off-balance-sheet  risk:  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.
These instruments  involve, to varying degrees,  elements of credit and interest
rate risk in excess of the amounts recognized on the consolidated balance sheet.
The  Bank's  exposure  to  credit  loss in the  event of  nonperformance  by the
counterparty  to the financial  instruments for commitments to extend credit and
letters  of  credit  is  represented  by  the   contractual   amounts  of  those
instruments.  The Bank uses the same credit  policies in making  commitments and
conditional obligations as it does for on-balance-sheet instruments.

These commitments were as follows at December 31, 1999 and 1998:

                                                       1999              1998
                                               -------------------------------
Commitments to extend credit (unfunded)        $  1,458,212         $1,923,741
Standby letters of credit                            43,300            107,932
                                               -------------------------------
                                               $  1,501,512         $2,031,673
                                               ===============================


Commitments  to extend credit are  commitments  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee. Since many of the  commitments are expected to expire
without  being  drawn  upon,  the total  commitment  amounts do not  necessarily
represent  future  cash   requirements.   The  Bank  evaluates  each  customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained,  if
any, is based on management's credit evaluation of the counterparty.  Collateral
held varies, but may include cash,  accounts  receivable,  inventory,  property,
plant and equipment, and residential and commercial real estate.

Standby  letters of credit  are  conditional  commitments  issued by the Bank to
guarantee the performance of a customer to a third party.  These  guarantees are
primarily issued to support public and private borrowing arrangements, including
commercial paper,  construction  bonding, and similar  transactions.  The credit
risk  involved  in  issuing  letters of credit is  essentially  the same as that
involved in extending loans to customers.  The collateral varies but may include
accounts receivable,  inventory,  property, plant and equipment, and residential
and commercial real estate.

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

In addition, the Company has executed employment agreements with two individuals
who are both  officers  and  directors  of the  Company.  Under the terms of the
agreements,  the Company has agreed to pay base  salaries of $175,000  per year,
adjusted for inflation,  to grant semiannual options for the purchase of 0.6% of
the  outstanding  Class A Common Stock at an exercise price equal to 110% of the
per share book value of such shares at the date of grant, and to provide certain
other benefits and  compensation to the two officers.  The officers  voluntarily
agreed to an exercise  price equal to the estimated  fair value at date of grant
for options granted in 1998 and 1999. The employment  agreements expire June 10,
2002,  except that if the Company does not deliver  written notice of its intent
to  terminate  to the  officers  at least six  months  prior to that  date,  the
agreements shall automatically renew for an additional five-year period.

The employment agreements also include provisions requiring the payment of up to
200% of an officer's  total annual  compensation  upon the occurrence of certain
events leading to the  termination of employment  such as a change in control of
the Company, death or disability.

Subsequent  to  December  31,  1999,  one of the  individuals  referred to above
voluntarily  terminated his employment with the Company.  Under the terms of the
agreement reached at termination,  the Company agreed to pay such individual, in
addition  to  amounts  accrued  for  services   rendered  through  the  date  of
termination,  a)  $43,168 in  exchange  for all of the  individual's  options to
purchase  shares of the  Company  or the Bank,  and b)  $10,000  per month for a
period of eighteen  months  commencing  January 2, 2001,  subject to  regulatory
approval.  The Company  recognized a liability equal to the present value of the
above  payments at the date of such  termination.  In addition,  the  individual
granted the  Company an option to acquire  any or all of the  671,845  shares of
common  stock owned by the  individual  at an exercise  price of $0.47 per share
through December 31, 2000.

Financial  instruments  with  concentration  of  credit  risk:  The  Bank  makes
commercial,  residential and consumer loans to customers  primarily in Southeast
Florida.  A  substantial  portion  of its  debtors'  abilities  to  honor  their
contracts is dependent upon the local economy. The economy of the Bank's primary
market area is not heavily dependent on any individual economic sector.

Interest  rate  risk:  The Bank  assumes  interest  rate risk as a result of its
normal  operations.  As a  result,  the  fair  values  of the  Bank's  financial
instruments will change when interest rate levels change, and that change may be
either  favorable  or  unfavorable  to the Bank.  Management  attempts  to match
maturities of assets and liabilities to the extent believed  necessary to manage
interest rate risk.  However,  borrowers with  fixed-rate  obligations  are more
likely to prepay in a falling  rate  environment  and less likely to prepay in a
rising rate  environment.  Conversely,  depositors who are receiving fixed rates
are more likely to withdraw funds before  maturity in a rising rate  environment
and less  likely to do so in a falling  rate  environment.  Management  monitors
rates and maturities of assets and  liabilities  and attempts to manage interest
rate risk by  adjusting  terms of new loans and  deposits  and by  investing  in
securities with terms that mitigate the Bank's overall interest rate risk.

NOTE 17. ADDITIONAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                        Year Ended December 31,
                                                    -----------------------------
                                                        1999               1998
                                                    -----------------------------
<S>                                                 <C>                 <C>
Cash flows from securities:
Securities available for sale:
Sales                                               $                  $
Maturities, calls, and paydowns                        324,816            106,139
Purchases                                             (299,970)
Securities held to maturity:
Maturities and paydowns                                 31,461          1,498,067
Purchases
Purchases of Federal Reserve Bank stock                 (4,300)           (21,200)
                                                    -----------------------------
                                                    $   52,007         $1,583,006
Supplemental disclosures of cash flow               =============================
information:

Cash payments for interest                          $  603,031           $683,957
Supplemental Schedule of Noncash
 Investing and Financing Activities
Issuance of 500,409 shares of Class A Common Stock
in exchange for warrants                                5,004
Issuance of 16,665 shares of Class A Common Stock
in exchange for services                                                   89,325

Acquisition of other real estate upon foreclosure of loans                 15,000
</TABLE>

NOTE 18. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating the
fair value of its financial instruments:

Cash and cash  equivalents:  The carrying  amounts reported in the balance sheet
for cash and short-term instruments approximated their fair values.

Investment securities (including  mortgage-backed  securities):  Fair values for
investment  securities are based on quoted market prices,  where  available.  If
quoted market prices are not  available,  fair values are based on quoted market
prices of comparable instruments.

Loans receivable:  For variable-rate  loans that reprice  frequently and with no
significant  change in credit risk,  values are based on carrying  values.  Fair
values for other loans are estimated on discounted  cash flows,  using  interest
rates  currently  being offered for loans with similar  terms to borrowers  with
similar credit quality.  Management  believes that the allowance for loan losses
is an  appropriate  indication of the  applicable  credit risk  associated  with
determining  the fair value of its loan  portfolio  and the  allowance  has been
deducted from the estimated fair value of loans.

Accrued interest receivable:  The carrying amount of accrued interest receivable
approximates its fair value.

Off-balance-sheet  instruments:  Fair  values for the  Bank's  off-balance-sheet
instruments,  primarily lending commitments, are based on fees currently charged
to enter into similar agreements, taking into account the remaining terms of the
agreements. The fair value for such commitments are nominal.

Deposit  liabilities:  The fair values of demand deposits and statement  savings
equal their carrying amounts which represents the amount payable on demand.  The
carrying  amounts  for  variable-rate,  fixed-term  money  market  accounts  and
certificates of deposit approximate their fair value at the reporting date. Fair
values for fixed-rate  certificates  of deposit are estimated using a discounted
cash flow  calculation  that applies  interest rates  currently being offered on
certificates  to a schedule of aggregated  expected  monthly  maturities on time
deposits.

Other liabilities:  The carrying amount of other liabilities  approximates their
fair value.

Following is a summary of the carrying  amounts and  approximate  fair values of
the Company's financial instruments at December 31, 1999 and 1998:

                                                           1999
                                               ------------------------------
                                                  Carrying           Fair
                                                  Amount             Value
                                               ------------------------------

Cash and cash equivalents                      $ 1,430,387      $   1,430,387
Investment securities
  (including Federal Reserve Bank stock)           656,603            657,236
Loans receivable                                12,788,261         12,690,000
Accrued interest receivable                        107,017            107,017
Deposits                                        15,694,091         15,624,521
Other liabilities                                  804,665            804,665
Commitments to extend credit


                                                             1998
                                               ------------------------------
                                                  Carrying           Fair
                                                   Amount            Value
                                               ------------------------------
Cash and cash equivalents                     $  1,012,269      $   1,012,269
Investment securities
  (including Federal Reserve Bank stock)           713,153            721,303
Loans receivable                                14,612,998         14,716,432
Accrued interest receivable                        136,854            136,854
Deposits                                        20,244,046         20,256,510
Other liabilities                                  761,184            761,184
Commitments to extend credit

NOTE 19.      PARENT COMPANY ONLY FINANCIAL STATEMENTS

Condensed  financial  statements for Southern Security Bank Corporation only are
presented below:

Southern Security Bank Corporation

Parent Company Only Balance Sheets
December 31, 1999 and 1998

ASSETS                                            1999                   1998
                                                 ------------------------------

Cash                                             $        455       $    68,108
Investment in Southern Security Bank                1,484,810         1,580,675
Other assets                                                              4,519
                                                 ------------------------------
                                                 $  1,485,265       $ 1,653,302
                                                 ==============================

LIABILITIES AND STOCKHOLDERS' EQUITY


Liabilities
Notes payable                                    $   100,000        $  100,000
Other liabilities                                    431,151           337,182
                                                 -----------------------------
Total liabilities                                    531,151           437,182

Stockholders' equity                                 954,114         1,216,120
                                                 -----------------------------
                                                $  1,485,265        $1,653,302
                                                 =============================


Southern Security Bank Corporation
Parent Company Only Statements of Operations

Years Ended December 31, 1999 and 1998

                                                      1999               1998
                                                 -----------------------------

Equity in net loss of Southern Security Bank    $   (163,944)       $  (37,349)
Expenses:                                        -----------------------------
Salaries and benefits                                319,493           249,526
Interest expense                                       8,248            10,366
Other expenses                                       159,962           286,780
                                                 -----------------------------
Total expenses                                       487,703           546,672
Net loss                                         -----------------------------
                                                $   (651,647)       $ (584,021)
                                                 =============================


Southern Security Bank Corporation
Parent Company Only Statements of Cash Flows

Years Ended December 31, 1999 and 1998


                                                        1999             1998
                                                    ---------------------------

Net loss                                             $ (651,647)    $  (584,021)
Adjustments to reconcile net loss to net cash
used in operating activities:
Equity in net loss of Southern Security Bank            163,944          37,349
Issuance of common stock as compensation for services                    89,325
Other                                                    97,565          65,382
Net cash used in operating activities               ---------------------------
                                                       (390,138)       (391,965)
Net cash used in investing activities
 (Investment in Southern Security Bank)                 (75,000)       (775,900)
Net cash provided by financing activities               397,485       1,235,252
Increase (decrease) in cash and cash equivalents    ---------------------------
                                                        (67,653)         67,387
Cash and cash equivalents:
   Beginning                                             68,108             721
                                                    ---------------------------
   Ending                                            $      455    $     68,108
                                                    ===========================
<PAGE>

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

                                      SOUTHERN SECURITY BANK CORPORATION

April 14, 2000                        By: s/ Harold L. Connell
                                      Name:  Harold L. Connell
                                      Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated;

Signature                             Title                      Date


(i) Principal Executive Officer: Chief Executive Officer      April 14, 2000

s/ Harold L. Connell
-----------------------
Harold L. Connell

(ii) Principal Accounting and     Vice President              April 14, 2000
     Financial Officer:           And Secretary
                                  (chief financial officer)
s/ Floyd D. Harper
-----------------------
Floyd D. Harper

(iii) Directors:

s/Harold L. Connell              Chairman of the Board        April 14, 2000
-----------------------
Harold L. Connell

s/Philip C. Modder               Director                     April 14, 2000
-----------------------
Philip C. Modder

s/Timothy S. Butler              Director                     April 14, 2000
-----------------------
Timothy S. Butler

s/Harold C. Friend               Director                     April 14, 2000
-----------------------
Harold C. Friend

s/Robert D. Butler               Director                     April 14, 2000
-----------------------
Robert D. Butler

s/Eugene J. Strasser             Director                     April 14, 2000
-----------------------
Eugene J. Strasser

s/G. Carleton Marlowe            Director                     April 14, 2000
-----------------------
G. Carleton Marlowe

<PAGE>

2.1  Agreement  and Plan of Merger by and between  Southern  Security  Financial
Corporation and Southern Security Bank Corporation, dated October 31, 1997 (1)

2.2 Certificate of Merger of Southern  Security Bank  Corporation  into Southern
Security Financial Corporation, under Florida law, dated November 10, 1997 (1)

2.3  Articles of Merger of Southern  Security  Bank  Corporation  into  Southern
Security Financial Corporation, under Florida law, dated November 12, 1997 (1)

3.(i) Articles of Incorporation

     (a) Certificate of  Incorporation  of Southern  Security Bank  Corporation,
     dated October 3, 1996 (2)

     (b)  Certificate of Amendment of Certificate of  Incorporation  of Southern
     Security Bank Corporation, dated January 17, 1998 (2)

     (c)  Certificate of Amendment of Certificate of  Incorporation  of Southern
     Security Financial  Corporation,  dated November 12, 1997 (changing name to
     Southern Security Bank Corporation (1)

     (d)  Certificate of Amendment of  Incorporation  of Southern  Security Bank
     Corporation dated December 21, 1999 - filed herewith

     (ii) By-laws of the registrant (3)

4.1  Stock Certificate for Class A Common Stock (3)

9.0 Voting Trust Agreement - N/A

10.1 Executive  Employment  Agreement of Philip C. Modder,  dated June 11, 1992,
together with Amendment No.1 thereto (3) *

10.2 Executive  Employment  Agreement of James L. Wilson,  dated June 11, 1992,
together with Amendment No. 1 thereto (3) *

10.3 Minutes  of  Meeting of June 6,  1997,  of the Board of  Directors  of the
registrant relating to modification of the compensation  arrangements for Philip
C. Modder and James L. Wilson (3) * 10.4 Agreements  between  Southern  Security
Bank  Corporation  and the Federal  Reserve Bank of Atlanta,  dated February 13,
1995 (4)

10.5 Agreements,  dated June 30,  1999,  between  Philip C. Modder and Southern
Security  Bank  Corporation,   concerning   compensation  under  his  Employment
Agreement (5)

10.6 Agreements,  dated June 30,  1999,  between  James L. Wilson and  Southern
Security  Bank  Corporation,   concerning   compensation  under  his  Employment
Agreement (5)

10.7 Termination Agreement with James L. Wilson, dated February 11, 2000 - filed
herewith

10.8 Amendment to Employment Agreement of Philip C. Modder, dated March 31, 2000
- filed herewith

11.0 Statement of Computation of Per Share Earnings - N/A

13.0 Annual Report to security holders for the last fiscal year - N/A

15.0 Letter on Unaudited Interim Financial Information - N/A

16.0 Letter re change of Certifying Accountant - N/A

17.0 Letter re change in accounting principles - N/A

19.0 Reports furnished to security holders - N/A

21.0 Subsidiaries of the Registrant - filed herewith (3)

22.0 Published report re matters submitted to vote - N/A

23.0 Consent of experts and counsel - N/A

24.0 Power of attorney - N/A

27.0 Financial Data Schedule - filed herewith.

99.0 Additional Exhibits - N/A

(1) Filed as an exhibit to Form 8-K of the registrant on November 25, 1997.

(2) Filed as an exhibit to Form 10-SB of the registrant filed on July 1997.

(3) Filed as an exhibit to Form 10-SB of the registrant filed on April 2, 1998.

(4) Filed as an exhibit  to Form  10-SB/A  of the  registrant  filed on June 10,
1998.

(5) Filed as an exhibit  to Form  10-QSB of the  registrant  filed on August 16,
1999.

* Management compensation plan or arrangement.