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



FORM 10-KSB

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



For the fiscal year ended December 31, 2001



[  ]   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.)
|------------------------------------------------------------- | --------------------------------------------

3475 Sheridan Street Hollywood, Florida
      (Address of principal executive offices)
      33021
(Zip Code)




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



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



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.



|YesX | No_____
|---- | -------



Check if 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
$2,595,492.



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 29, 2002 would have been $5,202,650. 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 29 2002 is as follows: Voting Common Stock
21,704,838 shares.



DOCUMENTS INCORPORATED BY REFERENCE: None



Transitional Small Business Disclosure Format (check one):
Yes___; No X



PART I



ITEM 1. DESCRIPTION OF BUSINESS



GENERAL



Southern Security Bank Corporation (the "Holding Corporation")
is a bank holding company that at December 31, 2001, owned 99.7% of outstanding
capital stock of PanAmerican Bank (the "Bank"). The Bank changed its name from
Southern Security Bank to PanAmerican Bank in January 2002. The name PanAmerican
Bank was acquired in the asset purchase described below. The Holding Corporation
is organized under the law of Delaware, while the Bank is a Florida State
Chartered Bank that is a member of the Federal Reserve System whose deposits are
insured by the Federal Deposit Insurance Corporation ("FDIC"). The Bank provides
a full range of commercial banking and consumer banking services to businesses
and individuals.



The Holding Corporation is located at 3475 Sheridan Street
Hollywood, Florida 33021. Its telephone number is (954) 985-3900. The Bank's
main office is located at 3475 Sheridan Street, Hollywood, Florida 33021-3607.
Its telephone number is (954) 985-3900.



HISTORICAL DEVELOPMENT



The predecessor of the Holding Corporation was incorporated
under the laws of Florida on April 8, 1992 under the name PCM Acquisition Group,
Inc ("PCM"). PCM was reorganized under Florida law under the name Southern
Security Bank Corporation

("Southern Security") on June 28, 1993, for the purpose of
acquiring control of the Bank, which was then known as Florida First
International Bank. The Holding Corporation completed the acquisition of the
Bank on December 16, 1993 (the "Acquisition") through the purchase of 96.6% of
its outstanding common stock. Subsequent to the date of Acquisition in 1993, the
name of the Bank was changed to Southern Security Bank and on January 18, 2002
was changed again to PanAmerican Bank.



On November 10, 1997, Southern Security was merged (the
"Merger") with Southern Security Financial Corporation, a Delaware corporation
("SSFC"), with the Holding Corporation being the surviving corporation under the
name Southern Security Bank Corporation. Prior to the Merger, SSFC had 279
shareholders of record, no substantial assets and no operating history. The
Class A Common Stock of SSFC was registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on September 29, 1997. The Merger was
effected for the purpose of placing the Holding Corporation in a posture to aid
in the eventual development of a trading market in its Common Stock
through: (i) registering the Class A Common Stock under the Exchange Act; (ii)
increasing the number of stockholders; and (iii) reincorporating the Holding
Corporation under the law of Delaware. On November 13, 2001, the Class A and
Class B Common Stock were combined into a single class of common stock on a
share-for-share basis.



On December 31, 2001, Southern Security and the Bank completed
the acquisition of the assets and liabilities of PanAmerican Bank ("PAB"), 2770
SW 27 Avenue, Miami, Florida. PAB operated one full service banking office in
Miami-Dade County, Florida, which was reopened as the Bank's Grovegate Branch.
The assets acquired included cash, loans, the bank name and securities
consisting principally of deposits. The Bank paid $4.5 million in cash from its
cash on hand and Southern Security paid PAB with 1,025,000 shares of its common
stock.



THE BANK



The Bank, which is the sole subsidiary of the Holding
Corporation, is a state chartered banking association engaging in a general
commercial and consumer banking business. The Bank's services are provided
through its four full-service community banking offices. The Bank engages in
general commercial banking providing a wide range of loan and deposit services.
Retail services offered by the Bank include installment loans, credit cards,
checking accounts, savings accounts, NOW accounts, and various types of
time-deposit instruments. Mortgage lending activities include commercial,
industrial, and residential loans secured by real estate. Commercial lending
activities include originating secured and unsecured loans and lines of credit,
and providing cash management and accounts receivable financing services to a
variety of businesses. The Bank also provides a merchant credit card program.
The Bank's installment loan department makes direct auto, home equity, home
improvement, and personal loans to individuals. The Bank also offers safe
deposit box services.



CORRESPONDENT RELATIONSHIPS



Correspondent banking involves one bank providing services to
another bank which cannot provide that service itself for economic or
organizational reasons. The Bank purchases correspondent services offered by
larger banks, including check collections, purchase of federal funds, security
safekeeping, investment service, coin and currency supplies, overline and
liquidity loan participations, and sales of loans to or loan participation with
correspondent banks. The Bank also sells loan participations to correspondent
banks with respect to loans which exceed the Bank's lending limit.



The Bank has established correspondent relationships with
Independent Bankers Bank of Lake Mary, Florida and SunTrust Bank of Atlanta,
Georgia with respect to the foregoing services. As compensation for services
provided by a correspondent, the Bank maintains certain balances with the correspondent in
non-interest bearing accounts. Such compensating balances are not considered
significant to the Bank's operations.



MARKET AREA



The Bank has four full-service banking offices. The Bank
considers its primary market and service area to be Broward, Miami-Dade and Palm
Beach Counties. The population of Hollywood, where the main office is located,
is approximately 125,000, with 53,000 households, and a civilian labor force of
60,000. The density of population is approximately 4,463 persons per square
mile. Public school enrollment is at 20,000, with a pupil to teacher ratio of
19.5 to one. Real estate property assessed valuations are approximately $5.8
billion.



Southern Security has two full service banking offices in Miami,
Florida. Greater Miami is an area of more than 2,000 square miles and a
population of 2.06 million. Hispanics represent 50 percent of greater Miami's
total population. With more than 340,000 children in kindergarten through 12th
grade, the Miami-Dade County school district ranks as the fourth largest in the
country.



Boca Raton, where Southern Security has one full service banking
office, has a population of approximately 66,000, with 27,000 households, and a
total civilian labor force of 32,000. The density of population is approximately
2,262 persons per square mile. Public school enrollment is 12,800, with a pupil
to teacher ratio of 17.6 to one. Real estate property assessed valuation is
approximately $8.3 billion.



The Bank has also received regulatory approval to operate an
International Banking Facility (IBF). IBF's are entitled to obtain demand and
time deposits which are not insured by the FDIC. An IBF is also authorized to
extend credit. Customers of an IBF are limited to foreign-domiciled customers or
customers domiciled in Puerto Rico and U.S. Territories.



EMPLOYEES



Southern security has two employees at the Holding Corporation
level and 31 full time employees at the Bank level. The Bank provides full time
employees with group life, health, major medical insurance, and long term
disability. None of the employees of the Holding Corporation or the Bank are
represented by any collective bargaining units. The Company considers its
employee relations to be good.



ENVIRONMENTAL LIABILITIES



Management of the Company is not aware of any environmental
liabilities that would have a material adverse effect on the operations or
earnings of Southern Security.



SEASONAL ASPECTS



Management does not believe that the deposits or the business of
the Bank in general are seasonal in nature. The deposits may, however, vary with
local and national economic conditions.



COMPETITION



Southern Security operates in a competitive environment, where
it must compete with numerous other financial entities. In one or more aspects
of its business, Southern Security competes with other commercial banks, savings
and loan associations, credit unions, finance companies, mutual funds, insurance
companies, brokerage and investment banking companies, and other financial
intermediaries operating in Southern Security's market area. Most of these
competitors, some of which are affiliated with bank holding companies, have
substantially greater resources and lending limits, and may offer certain
services that the Bank does not currently provide. In addition, many of the
Bank's non-bank competitors are not subject to the same extensive federal
regulations that govern bank holding companies and federally insured banks.



The primary factors in the competition for deposits are interest
rates, personalized services, the quality and range of financial services,
convenience of office locations and office hours. Competition for deposits comes
primarily from other commercial banks, savings associations, credit unions,
money market mutual funds and other investment alternatives. Competition for
loans emanates from other commercial banks, savings associations, mortgage
banking firms, credit unions and other financial intermediaries. Many of the
financial institutions operating in Southern Security's market area offer
certain services, such as trust, investment and full service international
banking, which Southern Security does not offer. To compete, the Bank relies
upon competitive products and services, responsive handling of customer needs,
and personal contacts by its officers, directors and staff. In those instances
where Southern Security is unable to provide services a customer needs, it seeks
to arrange for those services to be provided by other banks with which it has
correspondent relationships.



Since September 1995, certain bank holding companies are
authorized to acquire banks throughout the United States. Since June 1, 1997,
certain banks are permitted to merge with banks organized under the law of other
states. In addition, as of March 12, 2000, the federal law that restricted banks
and securities firms from affiliating was repealed. These changes, together with
economic developments in the United States, have lead to a period of
consolidation in the banking industry, and may be expected to lead to even
greater competition for Southern Security and for Southern Security to be placed
in competition in the future with financial institutions with which it does not
currently compete. As a result, Southern Security may be expected to encounter
intense competition within its market area for the foreseeable future.



INDUSTRY DEVELOPMENTS



Proposed legislation could have an effect on both the costs of
doing business and the competitive factors facing the financial industry.
Because of the uncertainty of the final terms and likelihood of passage of any
proposed legislation, the Company is unable to assess the impact of any proposed
legislation on its financial condition or operations at this time.



TRANSACTIONS WITH AFFILIATES



The Bank's authority to engage in transactions with "affiliates"
(e.g., any company that controls or is under common control with an institution,
including the Company and its non-bank subsidiaries) is limited by federal law.
The aggregate amount of covered transactions with any individual affiliate is
limited to 10% of the capital and surplus of the Bank. The aggregate amount of
covered transactions with all affiliates is limited to 20% of the Bank's capital
and surplus. Certain transactions with affiliates are required to be secured by
collateral in an amount and of a type described in federal law. The purchase of
low quality assets from affiliates is generally prohibited. The transactions
with affiliates must be on terms and under circumstances, that are at least as
favorable to the institution as those prevailing at the time for comparable
transactions with non-affiliated companies. In addition, banks are prohibited
from lending to any affiliate that is engaged in activities that are not
permissible for bank holding companies, and no bank may purchase the securities
of any affiliate other than a subsidiary.



The Bank's authority to extend credit to executive officers,
directors and 10% shareholders ("insiders"), as well as entities such person's
control, is also governed by federal law. Such loans are required to be made on
terms substantially the same as those offered to unaffiliated individuals and
not involve more than the normal risk of repayment. There exists an exception
for loans made pursuant to a benefit or compensation program that is widely
available to all employees of the institution and does not give preference to
insiders over other employees. The law limits both the individual and aggregate
amount of loans the Bank may make to insiders based, in part, on the Bank's
capital position and requires certain board approval procedures to be followed.

SERVICES AND PRODUCTS



Commercial Loans. The primary lending focus of Southern Security
is to small and medium-sized businesses in a variety of industries. Southern
Security makes available to businesses a broad range of short and medium-term
commercial lending products, including working capital lines (for financing
inventory and accounts receivable), purchases of machinery and business
expansion (including acquisition of real estate and improvements).



Commercial Mortgage Loans. Southern Security makes commercial
mortgage loans to finance the purchase of real property, which generally
consists of developed real estate. Southern security's commercial mortgage loans
are secured by first liens on real estate, typically have variable rates and
amortize over a 15 to 20 year period, with balloon payments due at the end of
three to seven years.



Consumer Lending. Southern Security offers a variety of loan and
deposit products and services to retail customers through its branch network.
Loans to retail customers include residential mortgage loans, home equity loans
and lines of credit, automobile loans, lines of credit and other personal loans.



Southern Security and the Bank maintain a strong community
orientation by, among other things, supporting active participation of all
employees in local charitable, civic, school and church activities.



SUPERVISION AND REGULATION



As a Fed-member State Bank, the Bank is subject to the
provisions of the Federal Reserve Bank regulations and administrative practices
and the Florida Banking Code which is administered by the Florida Department of
Banking and Finance (the "FDBF"). The Bank has its deposit obligations insured
by the Federal Deposit Insurance Company ("FDIC") in the maximum individual
amounts of $100,000 each, and is subject to regulation by the FDIC. The FDBF
supervises and regulates all areas of the Bank's operations, including, without
limitation, its loans, mortgages, issuance of securities, annual shareholders
meetings, capital adequacy requirements, payment of dividends and the
establishment or termination of branches. As a state-chartered banking
institution in the State of Florida, the Bank is empowered by statute, subject
to limitations expressed therein, to take savings and time deposits, to accept
checking accounts, to pay interest on such deposits, to make loans on
residential and other real estate, to make consumer and commercial loans, to
invest, with certain limitations, in equity securities and in debt obligations
of Companies and to undertake other various banking services on behalf of its
customers.



BANK HOLDING COMPANY REGULATION



The Holding Corporation is a one-bank holding company,
registered with the Federal Reserve Board under the Bank Holding Company Act of
1956, as amended (the "BHC Act"). As such, the Holding Corporation and the Bank
are subject to the supervision, examination, and reporting requirements of the
BHC Act and the regulations of the Board of Governors of the Federal Reserve
System (the "FRB"). The Holding Corporation is required to file periodic reports
with the FRB and such additional information as the FRB may require pursuant to
the BHC Act. The FRB may conduct examinations of the Holding Corporation and the
Bank. Under FRB regulations, the Holding Corporation is required to serve as a
source of financial and managerial strength to the Bank and may not conduct its
operations in an unsafe or unsound manner. In addition, it is the FRB's policy
that in serving as a source of strength to its subsidiary banks, a bank holding
company should stand ready to use available resources to provide adequate
capital funds to its subsidiary banks during periods of financial stress or
adversity and should maintain the financial flexibility and capital-raising
capacity to obtain additional resources for assisting its subsidiary banks. A
bank holding company's failure to meet its obligations to serve as a source of
strength to its subsidiary banks may be considered by the FRB to be an unsafe
and unsound banking practice or a violation of the FRB's regulations or both.



The BHC Act requires every bank holding company to obtain the
prior approval of the FRB before (i) it may acquire direct or indirect ownership
or control of any voting shares of any bank if, after such acquisition, the bank
holding company will directly or indirectly own or control more than 5% of the
total voting shares of the bank, (ii) it or any of its subsidiaries, other than
a bank, may acquire all or substantially all of the assets of the bank, or (iii)
it may merge or consolidate with any other bank holding company. The BHC Act
further provides that the Federal Reserve may not approve any transaction that
would result in a monopoly or would be in furtherance of any combination or
conspiracy to monopolize or attempt to monopolize the business of banking in any
section of the United States, or the effect of which may be substantially to
lessen competition or to tend to create a monopoly in any section of the
country, or that in any other manner would be in restraint of trade, unless the
anti-competitive effects of the proposed transaction are clearly outweighed by
the public interest in meeting the convenience and needs of the community to be
served. The Federal Reserve is also required to consider the financial and
managerial resources and future prospects of the bank holding companies and
banks concerned and the convenience and needs of the community to be served.



The BHC Act generally prohibits the Holding Corporation from
engaging in activities other than banking or managing or controlling banks or
other permissible subsidiaries and from acquiring or retaining direct or
indirect control of any company engaged in any activities other than those
activities determined by the FRB to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto. In determining whether
a particular activity is permissible, the FRB must consider whether the
performance of such an activity reasonably can be expected to produce benefits
to the public, such as greater convenience, increased competition, or gains in
efficiency, that outweigh possible adverse effects, such as undue concentration
of resources, decreased or unfair competition, conflicts of interests, or
unsound banking practices. For example, factoring accounts receivable, acquiring
or servicing loans, leasing personal property, conducting discount securities
brokerage activities, performing certain data processing services, acting as
agent or broker in selling credit life insurance and certain other types of
insurance in connection with credit transactions, and performing certain
insurance underwriting activities all have been determined by the FRB to be
permissible activities of bank holding companies. Despite prior approval, the
FRB has the power to order a bank holding company or its subsidiaries to
terminate any activity or to terminate its ownership or control of any
subsidiary when it has reasonable cause to believe that continuation of such
activity or such ownership or control constitutes a serious risk to the
financial safety, soundness, or stability of any bank subsidiary of that bank
holding company.



BANK REGULATION



The Bank is chartered under the laws of the State of Florida and
its deposits are insured by the FDIC to the extent provided by law. The Bank is
subject to comprehensive regulation, examination and supervision by the FDBF and
the FRB and to other laws and regulations applicable to banks. Such regulations
including limitations on loans to a single borrower and to its directors,
officers and employees; restrictions on the opening and closing of branch
offices; the maintenance of required capital and liquidity ratios; the granting
of credit under equal and fair conditions; and the disclosure of the costs and
terms of such credit. The Bank is examined periodically by both the FDBF and the
FRB, to each of whom it submits periodic reports regarding its financial
condition and other matters. Both the FDBF and the FRB have a broad range of
powers to enforce regulations under their respective protection of the safety
and soundness of the Bank, including the institution of cease and desist orders
and the removal of directors and officers. These regulatory agencies also have
the authority to approve or disapprove mergers, consolidations, and similar
corporate actions. There are various statutory and contractual limitations on
the ability of the Bank to pay dividends, extend credit, or otherwise supply
funds to the Holding Corporation.



The FDIC and the FDBF also have the general authority to limit
the dividends paid by insured banks and bank holding companies if such payment
may be deemed to constitute an unsafe and unsound practice. Dividends and
management fees from the Bank constitute the sole source of funds for dividends
to be paid by the Holding Corporation. Under Florida law applicable to banks and
subject to certain limitations, after charging off bad debts, depreciation and
other worthless assets, if any, and making provisions for reasonably anticipated
future losses on loans and other assets, the board of directors of a bank may
declare a dividend of so much of the bank's aggregate net profits for the
current year combined with its retained earnings (if any) for the preceding two
years as the board shall deem to be appropriate and, with the approval of the
FDBF, may declare a dividend from retained earnings for prior years. Before
declaring a dividend, a bank must carry 20% of its net profits for any preceding
period as is covered by the dividend to its surplus fund, until the surplus fund
is at least equal to the amount of its common stock then issued and outstanding.
No dividends may be paid at any time when a bank's net income from the preceding
two years is a loss or which would cause the capital accounts of the bank to
fall below the minimum amount required by law, regulation, order or any written
agreement with the FDBF or a federal regulatory agency. Florida law provides
that dividends may be declared and paid only if, after giving it effect, (i) the
company is able to pay its debts as they become due in the usual course of
business, and (ii) the company's total assets would be greater than the sum of
its total liabilities plus the amount that would be needed if the company were
to be dissolved at the time of the dividend to satisfy the preferential rights
upon dissolution of shareholders whose preferential rights are superior to those
receiving the dividend.



Under federal law, federally insured banks are subject, with
certain exceptions, to certain restrictions on any extension of credit to their
parent holding companies or other affiliates, on investment in the stock or
other securities of affiliates, and on the taking of such stock or securities as
collateral from any borrower. In addition, such banks are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit or the providing of any property or service.



The FDIC Improvement Act of 1991 ("FDICIA") made a number of
reforms addressing the safety and soundness of deposit insurance funds,
supervision, accounting, and prompt regulatory action, and implemented other
regulatory improvements. FDICIA also recapitalized the Bank Insurance Fund ("BIF"),
under which the Bank pays a statutory assessment. Under FDICIA, annual
full-scope, on-site examinations are required of all insured depository
institutions. The cost for conducting an examination of an institution may be
assessed to that institution, with special consideration given to affiliates and
any penalties imposed for failure to provide information requested. Insured
state banks also are precluded from engaging as a principal in any type of
activity that is impermissible for a national bank, including activities
relating to insurance and equity investments. FDICIA also restricts extensions
of credit to insiders under the Federal Reserve Act. The policies of regulatory
authorities have had a significant effect on the operating results of commercial
banks in the past, and may be expected to do so in the future. An important
function of the FRB System is to regulate aggregate national credit and money
supply through such means as open market dealings in securities, establishment
of the discount rate on bank borrowing, changes in reserve requirements against
bank deposits, and limitations on the deposits on which a bank may pay interest.
Policies of these agencies may be influenced by many factors including
inflation, unemployment, short-term and long-term changes in the international
trade balance, and fiscal policies of the United States Government. Loans made
by the Bank are also subject to numerous other federal and state laws and
regulations, including the Truth in Lending Act, the Community Reinvestment Act,
the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act, and
the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. The
federal bank regulatory agencies have an array of powers to enforce laws, rules,
regulations and orders. Among other things, the agencies may require that
institutions cease and desist from certain activities, may preclude persons from
participating in the affairs of insured depository institutions, may suspend or
remove deposit insurance, and may impose civil money penalties against
institution-affiliated parties for certain violations. The foregoing is a brief
summary of certain statutes, rules, and regulations affecting Southern Security
and the Bank. Numerous other statutes and regulations have an impact on the
operations of Southern Security and the Bank. Supervision, regulation, and
examination of banks by the bank regulatory agencies are intended primarily for
the protection of depositors, not shareholders.



LEGISLATIVE IMPACT



The operations of the Company and its subsidiary bank are
affected by state and federal legislative changes and by policies of various
regulatory authorities. Management is not aware of any current specific
recommendations by regulatory authorities or proposed legislation which, if they
were implemented, would have a material adverse effect upon the liquidity,
capital resources, or results of operations, although the general cost of
compliance with numerous and multiple federal and state laws and regulations
does have, and in the future may have, a negative impact on the corporation's
results of operations.



Proposals to change the laws and regulations governing the
banking industry are frequently introduced in Congress, in the states'
legislatures, and before the various bank regulatory agencies. Some of these
proposals could have significant effects on the way in which Southern Security
and its subsidiary, and financial institutions in general, conduct their
business, and could have significant effects on Southern Security's operating
results. Southern Security cannot however, accurately predict what those effects
would be.



ADOPTION OF GRAMM-LEACH-BLILEY ACT



The Gramm-Leach-Bliley Act of 1999 which is known as the
Financial Services Modernization Act ("FSM Act"), significantly changed the
regulatory structure and oversight of the financial services industry. Effective
March 12, 2000, the FSM Act repealed the provisions of the Depression-era Glass-Steagall
Act that restricted banks and securities firms from affiliating. It also revised
the Bank Holding Company Act to permit a qualifying bank holding company, called
a financial holding company, to engage in a full range of financial activities,
including banking, insurance, securities, and merchant banking activities. It
also permits qualifying bank holding companies to acquire many types of
financial firms without the prior approval of the Federal Reserve Board. The act
grants to community banks the power to enter new financial markets as a matter
of right that larger institutions have managed to do on an ad hoc basis. At this
time, management has no plans to pursue these additional possibilities.



Management does not believe that the FSM Act has or will have an
immediate positive or negative material effect on operations. However, the Act
may have the result of increasing the amount of competition that our Company
faces from larger financial service companies, many of whom have substantially
more financial resources than our Company, which may now offer banking services
in addition to insurance and brokerage services.



Effective July 1, 2001, the FSM Act imposed customer privacy
requirements on any company engaged in financial activities. Under these
requirements, a financial company is required to protect the security and
confidentiality of customer nonpublic personal information. Also, for customers
that obtain a financial product such as a loan for personal, family or household
purposes, a financial company is required to disclose its privacy policy to the
customer at the time the relationship is established and annually thereafter
including its policies concerning the sharing of the customer's nonpublic
personal information with affiliates and third parties. If an exemption is not
available, a financial company must provide consumers with a notice of its
information sharing practices that allows the consumer to reject the disclosure
of its nonpublic personal information to third parties. Third parties that
receive such information are subject to the same restrictions as the financial
company on the reuse of the information. Finally, a financial company is
prohibited from disclosing an account number or similar item to a third party
for use in telemarketing, direct mail marketing or other marketing through
electronic mail.



INTERSTATE BANKING AND BRANCHING



Florida banks are permitted by statute to branch statewide. Such
branch banking, however, is subject to prior approval by the FDBF, FRB and the
FDIC. Any approval by the FDBF, FRB and the FDIC of branching by the Bank would
take into consideration several factors, including the Bank's level of capital,
the prospects and economics of the proposed branch office, and other
considerations deemed relevant by the FDBF, FRB and the FDIC for purposes of
determining whether approval should be granted to open a branch office.



Bank holding companies from any state may generally acquire
banks and bank holding companies located in any other state, subject in some
cases to nationwide and state-imposed deposit concentration limits and limits on
the acquisition of recently established banks. Banks also have the ability,
subject to specific restrictions, to acquire by acquisition or merger branches
located outside their home state. The establishment of new interstate branches
is also possible in those states with laws that expressly permit it. Interstate
branches are subject to many of the laws of the states in which they are
located. The legislation resulted in a number of the Bank's competitor banks
being purchased by large, out-of-state bank holding companies. Size gives the
larger banks certain advantages in competing for business from larger
corporations. These advantages include higher lending limits and the ability to
offer services in other areas of Florida and the region. As a result, the Bank
does not generally attempt to compete for the banking relationships of larger
corporations, but concentrates its efforts on small and medium-size businesses
and individuals. The Bank believes it has competed effectively in this market
segment by offering quality, personalized service. It is management's intention
to remain a locally based, independent, Florida Bank.



The Riegle-Neal Interstate Banking and Branching Act of 1994
(the "Banking and Branching Act") provides that adequately capitalized and
managed bank holding companies may acquire banks in any state. State laws
prohibiting interstate banking or discriminating against out-of-state banks are
preempted, although states are permitted to require that target banks located
within the state be in existence for a period of up to five years before they
become subject to the Banking and Branching Act.



In addition, the Banking and Branching Act provides that
adequately capitalized and managed banks may engage in interstate branching by
merging banks in different states and by opening and maintaining de novo, or
new, branches in states other than the states in which the banks maintain their
principal place of business. With respect to interstate merger, each state had
the opportunity to "opt out" of the interstate merger provisions and, thus,
prohibit such activity. With respect to de novo branching, the Banking and
Branching Act permits such activity only if a state has "opted in" and
specifically allowed such activity. The State of Florida permits interstate
branching, both by mergers and by establishing new branches.



Under regulatory guidelines, The Company is "Well-Capitalized"
and, therefore, exceeds the "adequately-capitalized" standard required to
participate in interstate affiliations with out-of-state banks and bank holding
companies.



COMMUNITY REINVESTMENT ACT AND FAIR LENDING



PanAmerican Bank is subject to a variety of fair lending laws
and reporting obligations involving home mortgage lending operations and
Community Reinvestment Act (CRA) activities. The CRA generally requires the
federal banking agencies to evaluate the record of a bank in meeting the credit
needs of its local communities, including low-and moderate-income neighborhoods.
Each financial institution's efforts in meeting community credit needs are
evaluated as part of the examination process pursuant to twelve assessment
factors. A bank can also become subject to substantial penalties and corrective
measures for a violation of certain fair lending laws. The federal banking
agencies may take compliance with such laws and CRA obligations into account
when regulating and supervising other activities or assessing whether to approve
certain applications such as mergers, acquisitions and applications to open a
branch or facility. At the Banks most recent evaluation during 1999, the Federal
Reserve Board rated PanAmerican Bank "Satisfactory" in complying with its CRA
obligations.



MONETARY POLICY



The earnings and growth of the Company and the Bank are affected
by general economic conditions as well as by monetary policies of regulatory
authorities, including the Federal Reserve Board, which regulates the national
money supply in order to mitigate recessionary and inflationary pressures. Among
the techniques available to the Board are engaging in open market transactions
in U.S. Government securities, changing the discount rate on bank borrowings,
and changing reserve requirements against bank deposits. These techniques are
used in varying combinations to influence the overall growth and distribution of
bank loans, investments and deposits. Their use may also affect interest rates
charged on loans or paid on deposits. The effect of governmental monetary
policies on the earnings of the Company cannot be predicted.



CAPITAL ADEQUACY



As a state-chartered member of the Federal Reserve System, the
Bank is subject to capital requirements imposed by the FRB. The FRB requires
state-chartered member banks to comply with risk-based capital standards and to
maintain a minimum leverage ratio. Under the FRB's leverage capital requirement,
state member banks that (a) receive the highest rating during the examination
process and (b) are not anticipating or experiencing any significant growth are
required to maintain a minimum leverage ratio of 3% of Tier 1 capital to total
assets; all other banks are required to maintain a minimum leverage ratio of not
less than 4%. As of December 31, 2001, the Bank was in compliance with both the
risk-based capital guidelines and the minimum leverage capital ratio.



LOANS



Lending activities include originating secured and unsecured
loans and lines of credit, and providing cash management and accounts receivable
financing services to a variety of businesses. The Bank also operates a merchant
credit card program. The Bank's installment loan department makes direct auto,
home equity, home improvement, and personal loans to individuals.



Scheduled contractual principal repayments of loans do not
reflect the actual life of such assets. The average life of a loan is
substantially less than its contractual terms because of prepayments. In
addition, due-on-sale clauses on mortgage loans generally give the Company the
right to declare loans immediately due and payable in the event, among other
things, that the borrower sells the real property subject to the mortgage and
the loan is not repaid. The average life of loans tends to increase, however,
when current loan market rates are substantially higher than rates on existing
loans and, conversely, decrease when rates on existing loans are substantially
higher than current loan market rates.



Loan Solicitation and Processing. Loan applicants come primarily
through existing customers, referrals by realtors, previous and present
customers of the Company and business acquaintances, and walk-ins. Upon receipt
of a loan application from a prospective borrower, a credit report and other
data are obtained to verify specific information relating to the loan
applicant's employment, income and credit standing. On mortgage loans, an
appraisal of the real estate offered as collateral generally is undertaken by an
independent fee appraiser certified by the State of Florida.



Nonperforming Assets and Delinquencies. When a loan borrower
fails to make a required payment when due, the Bank initiates collection
procedures in which a first and a second notice is generated. Attempts to
contact the borrower by telephone or letter generally begin soon after the first
notice is mailed to the borrower. If a satisfactory response is not obtained,
continuous follow-up contacts are attempted until the loan has been brought
current. Before the 90th day of delinquency, attempts to interview the borrower,
preferably in person, are made to establish (i) the cause of the delinquency,
(ii) whether the cause is temporary, (iii) the attitude of the borrower toward
the debt, and (iv) a mutually satisfactory arrangement for curing the default.



In most cases, delinquencies are cured promptly; however, if by
the 91st day of delinquency, or sooner if the borrower is chronically delinquent
and all reasonable means of obtaining payment on time have been exhausted,
foreclosure, according to the terms of the security instrument and applicable
law, is initiated. Interest income on loans is reduced by the full amount of
accrued and uncollected interest and further interest accrual is discontinued.



The Board of Directors is informed on a monthly basis as to the
status of all loans that are delinquent more than 30 days, the status on all
loans currently in foreclosure, and the status of all foreclosed and repossessed
property owned by the Company.



Foreclosed Assets. Assets acquired by the Company as a result of
foreclosure or by deed-in-lieu of foreclosure are classified as other real
estate owned ("OREO"), if real estate, or in other assets, if other property,
until they are sold. When property is acquired it is initially recorded at fair
value at date of acquisition. Subsequent to foreclosure, foreclosed assets are
carried at the lower of the carrying amount or fair value, less estimated
selling costs.



Asset Classification. The regulatory authorities have adopted
various regulations regarding problem assets of banks. The regulations require
that each insured institution review and classify its assets on a regular basis.
In addition, in connection with examinations of insured institutions, examiners
have authority to identify problem assets and, if appropriate, require them to
be classified. There are three classifications for problem assets: substandard,
doubtful and loss. Substandard assets have one or more defined weaknesses and
are characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Doubtful assets have
the weaknesses of

substandard assets with the additional characteristic that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified as loss is considered uncollectible and
of such little value that continuance as an asset of the institution is not
warranted. If an asset or portion thereof is classified as loss, the insured
institution establishes specific allowances for loan losses for the full amount
of the portion of the asset classified as loss. All or a portion of general loan
loss allowances established to cover possible losses related to assets
classified substandard or doubtful may be included in determining an
institution's regulatory capital, while specific valuation allowances for loan
losses generally do not qualify as regulatory capital. Assets that do not
currently expose the insured institution to sufficient risk to warrant
classification in one of the aforementioned categories but possess weaknesses
are placed on a "watch list" and monitored by the Bank.



ALLOWANCE FOR LOAN LOSSES



The Company has established a systematic methodology for the
determination of provisions for loan losses. The methodology is set forth in a
formal policy and takes into consideration the need for an overall general
valuation allowance as well as specific allowances that are tied to individual
loans.



In originating loans, the Company recognizes that losses will be
experienced and that the risk of loss will vary with, among other things, the
type of loan being made, the creditworthiness of the borrower over the term of
the loan, general economic conditions and, in the case of a secured loan, the
quality of the security for the loan. The Company increases its allowance for
loan losses by charging provisions for loan losses against the Company's income.



The general valuation allowance is maintained to cover losses
inherent in the portfolio of performing loans. Management's periodic evaluation
of the adequacy of the allowance is based on the Company's past loan loss
experience, known and inherent risks in the portfolio, adverse situations that
may affect the borrower's ability to repay, the estimated value of any
underlying collateral, and current economic conditions. Specific valuation
allowances are established to absorb losses on loans for which full
collectability may not be reasonably assured. The amount of the allowance is
based on the estimated value of the collateral securing the loan and other
analyses pertinent to each situation. Generally, a provision for losses is
charged against income on a quarterly basis to maintain the allowances.



While the Company believes it has established its existing
allowance for loan losses in accordance with  accounting
principles generally accepted in the United States of America, there can be no assurance that
regulators, in reviewing the Company's loan portfolio, will not request the
Company to increase significantly its allowance for loan losses. Additionally,
because future events affecting borrowers and collateral cannot be predicted
with certainty, there can be no assurance that the existing allowance for loan
losses is adequate or that a substantial increase will not be necessary should
the quality of any loans deteriorate as a result of the factors discussed above.
Any material increase in the allowance for loan losses may adversely affect the
Company's financial condition and results of operations.



INVESTMENT ACTIVITIES



The Bank is permitted under federal and state law to invest in
various types of liquid assets, including U.S. Treasury obligations, securities
of various federal agencies and of state and municipal governments, deposits at
the FHLB, certificates of deposit of federally insured institutions, certain
bankers' acceptances and federal funds. Subject to various restrictions, the
Bank may also invest a portion of its assets in commercial paper and corporate
debt securities. As a FRB member bank, the Bank is required to maintain an
investment in FRB stock. The Bank is required under state and federal
regulations to maintain a minimum amount of liquid assets.



SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," requires the investments be categorized as "held to
maturity," "trading securities" or "available for sale," based on management's
intent as to the ultimate disposition of each security. SFAS No. 115 allows debt
securities to be classified as "held to maturity" and reported in financial
statements at amortized cost only if the reporting entity has the positive
intent and ability to hold those securities to maturity. Securities that might
be sold in response to changes in market interest rates, changes in the
security's prepayment risk, increases in loan demand, or other similar factors
cannot be classified as "held to maturity." Debt and equity securities held for
current resale are classified as "trading securities." Such securities are
reported at fair value, and unrealized gains and losses on such securities would
be included in earnings. Debt and equity securities not classified as either
"held to maturity" or "trading securities" are classified as "available for
sale." Such securities are reported at fair value, and unrealized gains and
losses on such securities are excluded from earnings and reported as a net
amount in a separate component of equity.



A committee consisting of Bank officers and Directors determines
appropriate investments in accordance with the Board of Directors' approved
investment policies and procedures. The Company's investment policies generally
limit investments to U.S. Government and agency securities, municipal bonds,
certificates of deposits, marketable corporate debt obligations, mortgage-backed
securities and certain types of mutual funds. The Company's investment policy
does not permit engaging directly in hedging activities or purchasing high risk
mortgage derivative products. Investments are made based on certain
considerations, which include the interest rate, yield, settlement date and
maturity of the investment, the Company's liquidity position, and anticipated
cash needs and sources (which in turn include outstanding commitments, upcoming
maturities, estimated deposits and anticipated loan amortization and
repayments). The effect that the proposed investment would have on the Company's
credit and interest rate risk, and risk-based capital is also given
consideration during the evaluation.



Mortgage-backed securities (which also are known as mortgage
participation certificates or pass-through certificates) typically represent a
participation interest in a pool of single-family or multi-family mortgages. The
principal and interest payments on these mortgages are passed from the mortgage
originators, through intermediaries (generally U.S. Government agencies and
government sponsored enterprises) that pool and resell the participation
interests in the form of securities, to investors such as the Company. Such U.S.
Government agencies and government sponsored enterprises, which guarantee the
payment of principal and interest to investors, primarily include Freddie Mac,
Fannie Mae and the Government National Mortgage Association. Mortgage-backed
securities typically are issued with stated principal amounts, and the
securities are backed by pools of mortgages that have loans with interest rates
that fall within a specific range and have varying maturities. Mortgage-backed
securities generally yield less than the loans that underlie such securities
because of the cost of payment guarantees and credit enhancements. In addition,
mortgage-backed securities are usually more liquid than individual mortgage
loans and may be used to collateralize certain liabilities and obligations of
the Company. These types of securities also permit the Company to optimize its
regulatory capital because they have low risk capital weighting.



DEPOSIT ACTIVITIES AND OTHER SOURCES OF FUNDS



General. Deposits and loan repayments are the major sources of
the Company's funds for lending and other investment purposes. Scheduled loan
repayments are a relatively stable source of funds, while deposit inflows and
outflows and loan prepayments are influenced significantly by general interest
rates and money market conditions. The Company may use borrowings through
correspondent banks on a short-term basis to compensate for reductions in the
availability of funds from other sources.



Deposit Accounts. Substantially all of the Bank's depositors are
residents of the State of Florida. Deposits are attracted from within the Bank's
market area through the offering of a broad selection of deposit instruments,
including negotiable order of withdrawal ("NOW") accounts, money market deposit
accounts, regular savings accounts, certificates of deposit and retirement
savings plans. Deposit account terms vary, according to the minimum balance
required; the time periods the funds must remain on deposit and the interest
rate, among other factors. In determining the terms of its deposit accounts, the
Bank considers current market interest rates, profitability to the Bank,
matching deposit and loan products and its customer preferences and concerns.
The Bank reviews its deposit mix and pricing weekly. The Bank does not currently
accept brokered deposits.



International Banking Facility, (IBF). IBF's are entitled to
obtain demand and time deposits which are not insured by the FDIC. An IBF is
also authorized to extend credit. Customers of an IBF are limited to
foreign-domiciled customers or customers domiciled in Puerto Rico and U.S.
Territories.



The Company currently offers certificates of deposit for terms
not exceeding 60 months. As a result, the Company believes that it is better
able to match the repricing of its liabilities to the repricing of its loan
portfolio.



Borrowings. The Company has the ability to borrow from
correspondent banks to supplement its supply of lendable funds and to meet
deposit withdrawal requirements. Advances are made pursuant to limitations on
the amount of advances and are based on the financial condition of the member
institution as well as the value and acceptability of collateral pledged.



Liquidity. The Bank is required by Florida law to maintain an
average daily balance of specified liquid assets equal to a daily amount of not
less than a specified percentage of its net withdrawable deposit accounts.
Monetary penalties may be imposed for failure to meet these liquidity
requirements. The Bank's liquidity ratio at December 31, 2001, exceeded the
regulatory requirements. The Bank has never been subject to monetary penalties
for failure to meet its liquidity requirements.



DEPOSIT INSURANCE



The Bank's deposit accounts are insured by the FDIC up to a
maximum of $100,000 per insured depositor. The FDIC issues regulations, conducts
periodic examinations, requires the filing of reports and generally supervises
the operation of its insured banks. Any insured bank which is not operated in
accordance with or does not conform to FDIC regulations, policies and directives
may be sanctioned for non-compliance. Proceedings may be instituted against any
insured bank or any director, officer, or employee of such bank engaging in
unsafe and unsound practices, including the violation of applicable laws and
regulations. The FDIC has the authority to terminate insurance of accounts
pursuant to procedures established for that purpose.



As a FDIC-insured institution, the Bank is subject to insurance
assessments imposed by the FDIC. Under current law, the insurance assessment to
be paid by insured institutions shall be as specified in a schedule required to
be issued by the FDIC that specifies, at semiannual intervals, target reserve
ratios designed to increase the FDIC insurance fund's reserve ratio as it
relates to estimated insured deposits (a ratio as the FDIC may determine in
accordance with the statute). Further, the FDIC is authorized to impose one or
more special assessments in any amount deemed necessary to enable repayment of
amounts borrowed by the FDIC from the United States Department of the Treasury
(the "Treasury Department").



The FDIC Insurance is based on a risk-based assessment schedule
based on an institution's average assessment base. The actual assessment to be
paid by each FDIC-insured institution is based on the institution's assessment
risk classification, which is determined based on whether the institution is
considered "Well-Capitalized," "Adequately Capitalized" or "Undercapitalized,"
as such terms have been defined in applicable federal regulations adopted to
implement the prompt corrective action provisions of the Federal Deposit
Insurance Corporation Insurance Act ("FDICIA"), and whether such institution is
considered by its supervisory agency to be financially sound or to have
supervisory concerns. The Bank is considered "Well-Capitalized".



FEDERAL AND STATE TAXATION



Federal Taxation: The Company and the Bank report their income
on a fiscal year, consolidated basis and the accrual method of accounting, and
are subject to federal income taxation in the same manner as other corporations
with some exceptions, including particularly the Bank's reserve for bad debts
discussed below.



The following discussion of state tax matters is intended only
as a summary and does not purport to be a comprehensive description of the state
tax rules applicable to the Bank or the Company. Neither the Holding Corporation
nor the Bank has been audited by the IRS in the last five years.



State Taxation Florida. The Bank, as a Florida-based corporation
is subject to a state corporation and emergency excise tax which is based on
income. Florida also has a tangible tax based on the value of tangible personal
property.



State Taxation Delaware. As a Delaware corporation not earning
income in Delaware, the Company is exempted from Delaware corporate income tax,
but is required to file an annual report with, and pay an annual franchise tax
to the State of Delaware.



ITEM 2. DESCRIPTION OF PROPERTY



Southern Security's headquarters are located at 3475 Sheridan
Street Hollywood, Florida 33021 while its mailing address is P.O. Box 6699
Hollywood, Florida 33081-6699.



Southern Security's community banking main office is also
located at PanAmerican Bank Building 3475 Sheridan Street, Hollywood, Florida
33021-3607. At that location, the Company leases 5,212 square feet of space for
its banking and office requirements under a lease which runs until December 31,
2013.



The Bank's Boca Raton office, which has 1,200 square feet of
office space and is located at 369 East Palmetto Park Road Boca Raton, Florida,
is leased on a month to month basis. The Bank's Brickell Avenue, Miami branch
office, which has 1,325 square feet of office space, is leased for a term of
five years.



The Bank owns the Grovegate banking office located at 2770 SW 27
Avenue Miami, Florida, and uses all of the approximately 5,000 square feet of
space in this building.



Management believes that each of its facilities is adequate and
well suited to its current operations with the exception of the Boca Raton
office for which it is reviewing an alternate full service banking facility.



ITEM 3. LEGAL PROCEEDINGS



Southern Security and the Bank are periodically parties to or
otherwise involved in legal proceedings arising in the normal course of
business, such as claims to enforce liens, claims involving the making and
servicing of real property loans, and other issues incident to the Bank's
business. Management does not believe that there is any pending proceeding
against the Company or the Bank which, if determined adversely, would have a
material effect on the business or financial position of the Company or the
Bank.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS



None



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS



(a)   There is no public trading market for Southern Security's
common equity.



(b)   On March 29, 2002 there were 827 holders of record of
Southern Security's Common Stock.



(c)   Dividends. Southern Security has not paid any dividends on
its Common Stock since its inception and has no present intention of paying
dividends to its shareholders in the foreseeable future. Southern Security
currently intends to reinvest earnings, if any, in the development and expansion
of its business. The determination of the Board of Directors to declare
dividends in the future will depend upon the earnings, capital requirements, and
financial position of the Company, and upon other factors they may deem
relevant. The ability of Southern security to pay dividends is subject to
statutory restrictions on cash dividends applicable to corporations.



Further, Southern Security's only current source of income on
which to pay dividends is through the payment of dividends or management fees by
the Bank. The Bank may not declare or pay dividends on its common stock if such
payment would cause it to be in violation of restrictions in the Florida Banking
Code on the payment of dividends by Florida state banking corporations, such as
the Bank.



(d) Sales of unregistered securities. During the fiscal year
ended December 31, 2001, the Company sold the following securities without
registration under the Securities Act of 1933:



Commencing on June 30, 2000, Southern Security initiated a
private offering of up to 200 Units at a price of $49,500 per Unit. Each Unit
consisted of 60,000 shares of the Company's then existing Class A Voting Common
Stock and 18,000 shares of Class B Non-Voting Common Stock (the "2000
Offering"). The 2000 Offering resulted in the sale of 36.27 Units through
December 31, 2000, and of 28.28 Units during 2001 through March 31, 2001, when
the 2000 Offering was completed to a total of 40 individuals. The Company made
the offering in reliance upon the exemptions from registration provided by
sections 4(2) and 4(6) of the securities Act of 1933 and Rule 506 of the SEC for
sales by an issuer solely to accredited investors and not involving any public
offering. No underwriters were used, and no underwriting discounts or
commissions were paid in connection with this offering.



In December 2001, in order to comply with the capital
requirements for consummating the PanAmerican Bank transaction, several of
Southern Security's directors purchased 487,235 shares of Common Stock for
$229,000 under a private offering in reliance upon the exemptions from the
Securities Act registration provided by sections 4(2) and 4(6) and Rule 506 of
the SEC for sales by an issuer solely to accredited investors and not involving
any public offering.



On December 31, 2001, Southern security issued 1,025,00 shares
of its common stock to PanInvest, Inc. in connection with Southern Security's
acquisition of the assets of PanAmerican Bank, in a transaction that was exempt
from registration under the securities Act pursuant to section 4(2) of the act.



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,
Miami-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, PanAmerican Bank, which may
be referred to as PAB, is a state chartered commercial bank regulated by the
Florida Division of Banking and Finance, as its primary regulator. As the Bank
is a member of the Federal Reserve System, the Bank's federal 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.



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. Noninterest expenses consist primarily of
personnel compensation and benefits, occupancy and related expenses, deposit
insurance premiums paid the FDIC, as well as other operating expenses.
Noninterest income consists primarily of loan origination fees, discounts on
accounts receivable purchases, service charges and gains on securities
transactions.



OPERATING HISTORY



The Company has focused its attention on adding branches and
resources to grow the Bank, while maximizing asset quality. 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. The Company's board may seek to raise
additional capital through a private offering to be commenced in the second
quarter of this year.



The Company has implemented a program of increasing net loans,
which have increased to nearly $44.3 million as of December 31, 2001, from less
than $16.0 million at December 31, 2000. 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. Of the total net loans at December
31, 2001, $20.9 million were purchased in the PanAmerican Bank transaction and
the Bank separately increased its portfolio by $7.4 million during the year.



RESULTS OF OPERATIONS



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 22.7% over 2000. This increase was
the result of an increase in the deposit base. The average yield/rate for
interest-earning assets decreased from 9.00% to 7.25% from 2000 to 2001 while
the average yield/rate of interest-bearing liabilities decreased from 6.35% to
5.14% from 2000 to 2001.



Southern Security Bank Corporation
Average Balance Sheet Analysis

|                                                                  | 2001                   | 2000                  
|----------------------------------------------------------------- | ---------------------- | ----------------------
|                                                                  | Average
    Balance    | Interest              
|Assets:                                                           | (Dollars in Thousands) | (Dollars in Thousands)
|                                                                  |                        |                       
|Interest-earning assets:                                          |                        |                       
|Investments (1)                                                   | $ 8,939                |                       
|Federal funds sold                                                | 4,347                  |                       
|Loans receivable (2)                                              | 19,309                 |                       
|Total interest earning assets                                     | 32,595                 |                       
|Noninterest-earning assets                                        | 3,021                  |                       
|Total                                                             | $35,616                |                       
|Liabilities and Stockholders' Equity:                             |                        |                       
|Interest-bearing liabilities:                                     |                        |                       
|NOW and money market accounts                                     | $11,076                |                       
|Savings accounts                                                  | 844                    |                       
|Certificates of deposit                                           | 7,984                  |                       
|Fed Funds Purchased and Securities                                |                        |                       
|Sold Under Repurchase Agreement                                   | 1,727                  |                       
|Other                                                             | 416                    |                       
|Total interest-bearing liabilities                                | 22,047                 |                       
|Noninterest bearing liabilities                                   | 8,144                  |                       
|Stockholders' equity                                              | 5,425                  |                       
|Total                                                             | $35,616                |                       
|Net Interest income and net yield 
    on interest-earning assets |                        |                       

(1)   Includes investment securities and Federal Reserve Bank
stock.

(2)   Includes loans for which the accrual of interest has been
suspended.





Net loss for the respective periods of 2001 and 2000 was
($1,114,524) and ($1,361,000) which represents a decrease in the net loss by
$246,881 due to a combination of factors as described below.



Analysis of Changes in Interest Income and Interest Expense.
Interest income during 2001 was $2,374,000 as compared to $1,945,000 for 2000
for an increase of $429,000. This was as a result of an increase of $11.0
million in total average earning assets from 2000 to 2001. Interest expense for
this period was $690,000 for 2001, and $573,000 for 2000, representing an
increase of $117,000, which was due to an increase in the amount of interest
bearing deposits held by the Bank. The resultant net interest income was
$1,684,000 in 2001 and $1,372,000 for 2000, reflecting an increase of
approximately $312,000. Management believes net interest income will continue to
grow as the Bank makes use of new capital to increase deposits and fund
anticipated loan growth.



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.



Southern Security Bank CorporationAnalysis of Changes in Interest Income and Interest Expense



|                              | 2001 vs. 2000
    Increase (Decrease) Attributable to | 2000 vs. 1999
    Increase (Decrease) Attributable to
|----------------------------- | ----------------------------------------------------- | -----------------------------------------------------
|                              | Volume                                                | Rate                                                 
|                              |                                                       |                                                      
|Interest Income on:           |                                                       |                                                      
|Investments                   | $388                                                  | $(42)                                                
|Federal funds sold            | 15                                                    | (82)                                                 
|Loans receivable              | 501                                                   | (198)                                                
|Total interest income on      |                                                       |                                                      
|interest-earning assets       | 904                                                   | (322)                                                
|Interest expense on:          |                                                       |                                                      
|NOW and money market accounts | 103                                                   | (26)                                                 
|Savings accounts              | 4                                                     | (3)                                                  
|Certificates of deposit       | 132                                                   | (16)                                                 
|Fed Funds Purchased and Sold  |                                                       |                                                      
|Under Repurchase Agreement    | 0                                                     | (53)                                                 
|Other                         | 25                                                    | (5)                                                  
|Total interest expense on     |                                                       |                                                      
|interest-bearing liabilities  | 264                                                   | (103)                                                
|Increase (decrease) in net    |                                                       |                                                      
|interest income               | $640                                                  | $(219)                                               



Other Income and Expenses. Total other income was $221,000
during 2001 compared with $121,000 for 2000, which represents an increase of
$100,000. The Bank adopted a new fee schedule of service charges in early 2001
which had a positive impact on other income. This trend is anticipated to
continue as the Bank seeks additional sources of income. Salaries and employee
benefits totaled $1,550,000 and $1,395,000 for 2001 and 2000 respectively, which
represent an increase of $155,000. Management has increased the Bank's staffing
levels to strengthen controls and provide resources to enable the Bank to grow
assets and deposits. Total other expenses were $1,472,000 and $1,187,000 for
2001 and 2000, respectively, which represent an increase of $285,000 (24.3%).
The increased expense was the result of operations at the two new branch
locations, one time charges associated with a data processing conversion, and
increased activity within the Bank. Data processing costs for 2002 are not
expected to be above the levels of 2001 inclusive of the PanAmerican Bank
transaction.



Federal Income Taxes. At December 31, 2001, the Company had net
operating loss carry-forwards for federal income tax purposes available to
offset future federal taxable income, in the amount of $11,237,000 with specific
amounts expiring each year from 2003 through the year 2021. 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. Due to the limitations on the amount of losses that may be
used in each year, as a result of changes in control, a significant portion of
the losses will never be used.



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. 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 income, 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, 2001 are:





|- | Rate-Sensitive Assets (RSA)/Rate-Sensitive Liabilities (RSL)
    (0 to 365 days); the Bank is at 1.73
|- | -----------------------------------------------------------------------------------------------------
|- | RSA / RSL (0 to 90 days); the Bank is at 1.07.                                                       
|- | RSA / RSL (91-365 days); the Bank is at 0.86.                                                        
|- | Floating RSA / Floating RSL: the Bank is at 4.88.                                                    





The Bank is in a significantly positive GAP position at December
31, 2001. Management believes significant liquidity is necessary to provide
funds for the planned growth of the Bank in 2002. Management will attempt to
limit the Bank's interest rate risk while continuing to provide for anticipated
liquidity needs.



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, 2001.
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.

|                        | Total        | One Year or Less | One to Five Years | Over Five Years
|----------------------- | ------------ | ---------------- | ----------------- | ---------------
|Residential Real Estate | $  7,411,034 | $ 15,000         | $ 1,017,821       | $ 6,378,213    
|Consumer                | 3,363,509    | 1,321,739        | 2,011,770         | 30,000         
|Commercial              | 12,784,827   | 7,533,972        | 4,258,349         | 992,506        
|Commercial Real Estate  | 21,412,209   | 3,346,762        | 9,982,363         | 8,083,084      
|Other                   | 81,802       | 81,802           | -                 | -              
|                        | $ 45,053,381 | $12,299,275      | $ 17,270,303      | $15,483,803    
|Add deferred loan costs | (18,936)     |                  |                   |                
|                        | $ 45,034,445 |                  |                   |                



Fixed rate loans due after one year total are approximately
$18.5 million and adjustable rate loans due after one year total are
approximately $14.2 million. Adjustable rate loans which reprice after December
31, 2002 total approximately $8.1 million at December 31, 2001.



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.



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 decreased from 6.53% in 2000 to 3.43% at December 31, 2001.



Southern Security Bank Corporation
Maturities of Investment Securities
December 31, 2001

|                                           | One Year or Less       | Through Five Years             | Through Ten Years  | After Ten Years                | Total             
|------------------------------------------ | ---------------------- | ------------------------------ | ------------------ | ------------------------------ | ------------------
|                                           | Carrying
    Value     | Weighted
    Average
    Yield | Carrying
    Value | Weighted
    Average
    Yield | Carrying
    Value
|                                           | (Dollars in Thousands) |                                |                    |                                |                   
|U.S. Treasury Securities                   |                        |                                |                    |                                |                   
|Held to maturity                           | $ --                   | -- %                           | $ --               | -- %                           | $ --              
|Available for Sale                         | 199,827                | 1.84%                          | --                 | --                             | --                
|Mortgage-backed securities:                |                        |                                |                    |                                |                   
|Held to maturity                           | --                     | --                             | 20,830             | 6.82%                          | --                
|Available for Sale                         | --                     | --                             | --                 | --                             | --                
|U.S. government corporations and agencies: |                        |                                |                    |                                |                   
|Held to Maturity                           | --                     | --                             | --                 | --                             | --                
|Available for sale                         | 4,001,204              | 2.91%                          | 2,504,100          | 4.20%                          | --                
|Mutual Funds                               | 44,124                 | 4.35%                          | --                 | --                             | --                
|Total                                      | $4,245,155             | 2.87%                          | $2,524,930         | 4.22%                          | $    --           



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
other which includes overdrafts. 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, 2001 and December 31, 2000:





|                              | 2001 | 2000
|----------------------------- | ---- | ----
|Commercial & Industrial Loans | 25%  | 31% 
|Commercial Mortgage Loans     | 48%  | 31% 
|Residential Mortgage Loans    | 17%  | 21% 
|Consumer & Installment Loans  | 10%  | 17% 
|Other                         | 0%   | 0%  





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 state 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, 2001, delinquent
loans greater than 30 and less than 90 days totaled $149,398; and Classified
loans totaled $207,853.



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 at
December 31, 2001 and 2000.



|(Dollars in Thousands)                   | 2001 | 2000
|---------------------------------------- | ---- | ----
|Nonaccrual loans                         |      |     
|Real estate                              | 0    | 136 
|Commercial                               | 0    | 72  
|Accrual loans - Past Due 90 days or more |      |     
|Real estate                              | 0    | 324 
|Installment                              | 26   | 0   
|Restructured loans                       | 0    | 0   
|Real estate & repossessions              | 348  | 0   
|Total nonperforming assets               | 374  | 532 



In addition to the assets disclosed above, the Bank had a
balance of $54,704 of installment loans at December 31, 2001 which have been
classified as doubtful. Total nonperforming assets have increased in 2001 from
2000 by $167,000. Nonaccrual loans decreased by $208,000 and real estate and
other assets owned increased by $673,000. Accrual loans over 90 days decreased
by $298,000.



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).



Activity in the allowance for loan losses for the years ended
December 31, 2001 and 2000 was as follows:



|                                                      | 2001      | 2000     
|----------------------------------------------------- | --------- | ---------
|Balance, beginning                                    | $ 398,992 | $ 183,676
|Amounts charged off:                                  |           |          
|Commercial loans                                      | (72,000)  | (41,382) 
|Consumer loans                                        | (67,999)  | (48,583) 
|Recoveries of amounts charged off:                    |           |          
|Commercial loans                                      | 39,628    |          
|Consumer loans                                        | 14,980    | 26,781   
|Net charge-offs                                       | 85,391    | 63,184   
|Provision for loan losses                             | -         | 278,500  
|Acquisition related adjustment                        | 200,000   | -        
|Balance, ending                                       | $ 513,601 | $ 398,992
|Ratio of net charge-offs to average loans outstanding |           |          
|during the period                                     | 0.4%      | 0.4%     



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.

|                                | 2001               | 2000                             
|------------------------------- | ------------------ | ---------------------------------
|                                | Amount ofAllowance | Amount of
    Loans toGross Loans
|                               
|                               
|Commercial & Industrial Loans   | $ 128,375          | 25%                              
|Commercial Mortgage Loans       | 246,580            | 48%                              
|Residential Mortgage Loans      | 87,295             | 17%                              
|Consumer & Installment Loans    | 51,351             | 10%                              
|Other                           | 0                  | 0%                               
|Total allowance for loan losses | $ 513,601          | 100%                             



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.



The following table sets forth the average deposit base of the
Bank for the years ending December 31, 2001 and December 31, 2000. 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.



PanAmerican Bank
Average Deposit Accounts
December 31

|                              | 2001           | 2000                    
|----------------------------- | -------------- | ------------------------
|                              | AverageBalance | Weighted
    AverageRate
|Noninterest bearing accounts: | $ 6,129,431    | 0.00%                   
|Interest bearing accounts:    |                |                         
|NOW accounts                  | 3,868,990      | 1.02%                   
|Money market deposit accounts | 7,207,254      | 2.22%                   
|Savings accounts              | 844,073        | 1.18%                   
|Time deposits                 | 7,983,882      | 5.29%                   
|Total deposits                | $26,033,630    |                         



The time remaining to maturity of certificates of deposit in
amounts of $100,000 or more as of December 31, 2001, is as follows:



|Three months or less           | $ 3,325,259
|------------------------------ | -----------
|Over three through six months  | 1,725,533  
|Over six through twelve months | 2,831,076  
|Over twelve months             | 754,672    
|                               | $ 8,636,540



Additional details regarding securities sold under agreements to
repurchase are as follows:



|                                            | 2001       | 2000      
|------------------------------------------- | ---------- | ----------
|Maximum amount outstanding at any month-end | $3,554,148 | $3,050,000
|Average balance for the year                | 1,727,000  | 1,735,000 
|Average interest rate                       | 3.02%      | 6.05%     
|Average interest rate paid at year end      | 1.23%      | 5.52%     



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, 2001 and 2000, and the ratio of average equity to average assets
for those years.

|(Dollars In Thousands)                 | 2001     | 2000     
|-------------------------------------- | -------- | ---------
|Net loss                               | $(1,115) | $ (1,361)
|Average total assets                   | 35,616   | 23,572   
|Average total equity                   | 5,425    | 3,072    
|Return on average assets               | (3.1%)   | (5.8%)   
|Return on average equity               | (20.6%)  | (44.3%)  
|Average Equity to average assets ratio | 15.2%    | 13.0%    





Average total assets increased in 2001 by $12.0 million from
2000 due to management's efforts to grow the Bank. Through the increase of
equity from stock sales, the average equity to assets ratio increased from 13.0%
in 2000 to 15.2% in 2001.



There were no dividends declared in the years ended December 31,
2001 and 2000.



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 judgement 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, 2001 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, 2001 it
has met the capital adequacy requirements as defined by these definitions.



The column below with the heading "PAB" are the capital ratios
of the Bank at December 31, 2001. The 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.

|Regulator Definition for each Capital Tier Category | PAB                                   | Adequately | Well 
|--------------------------------------------------- | ------------------------------------- | ---------- | -----
|Tier-2 Capital                                      | = Tier-2 Cap/Risk Weighted Assets     | 10.0%      | 8.00%
|Tier-1 Risk                                         | = Tier-1 Cap/Risk Weighted Assets     | 8.8%       | 4.00%
|Tier-1 Leverage                                     | = Tier-1 Cap/Average Quarterly Assets | 9.9%       | 4.00%



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 and financial service 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.



ACQUISITION



On December 31, 2001, Southern Security and the Bank completed
the acquisition of the assets and liabilities of PanAmerican Bank ("PAB"), 2770
SW 27 Avenue, Miami, Florida. PAB operated one full service banking office in
Miami-Dade County, Florida, which was reopened as the Bank's Grovegate Branch.
The assets acquired included cash, loans, the bank name and securities
consisting principally of deposits. The Bank paid $4.5 million in cash from its
cash on hand and Southern Security paid PAB with 1,025,000 shares of its common
stock.





ITEM 7. FINANCIAL STATEMENTS

SOUTHERN SECURITY BANK CORPORATION
AND SUBSIDIARY

Consolidated Financial Report
December 31, 2001
Independent Auditor's Report





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



We have audited the accompanying consolidated balance sheets
of Southern Security Bank Corporation and subsidiary as of December 31, 2001 and
2000, 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 auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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,
2001 and 2000, and the results of their operations and their cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.

/s/ McGladrey & Pullen, LLP
Fort Lauderdale, Florida
March 5, 2002







|SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY                                                    |              | 
|---------------------------------------------------------------------------------------------------- | ------------ | 
|CONSOLIDATED BALANCE SHEETS                                                                          |              | 
|December 31, 2001 and 2000                                                                           |              | 
|                                                                                                     |              | 
|ASSETS                                                                                               | 2001         | 
|                                                                                                     |              | 
|Cash and due from banks (Note 2)                                                                     | $ 7,651,401  | 
|Federal funds sold                                                                                   | 1,951,000    | 
|Total cash and cash equivalents                                                                      | 9,602,401    | 
|Securities held to maturity (fair value 2001 $21,206;
         2000 $339,363) (Note 3)               | 20,830       | 
|Securities available for sale (amortized cost 2001  
    
     $6,878,616; 2000 $3,162,074) (Note 3) | 6,880,734    | 
|Federal Reserve Bank stock, at cost                                                                  | 208,600      | 
|Loans (Notes 4, 14 and 19)                                                                           | 45,034,445   | 
|Less allowance for loan losses (Note 4)                                                              | (513,601)    | 
|Loans, net                                                                                           | 44,520,844   | 
|Premises and equipment (Note 5)                                                                      | 1,265,759    | 
|Other real estate owned                                                                              | 84,535       | 
|Accrued interest receivable                                                                          | 219,716      | 
|Goodwill (Note 10)                                                                                   | 1,953,540    | 
|Other assets (Note 10)                                                                               | 871,562      | 
|                                                                                                     |              | 
|                                                                                                     | $ 65,628,521 | 
|                                                                                                     |              | 
|See Notes to Consolidated Financial Statements.                                                      |              | 





|                                                                        |              |  |             
|----------------------------------------------------------------------- | ------------ |  | ------------
|LIABILITIES AND STOCKHOLDERS' EQUITY                                    | 2001         |  | 2000        
|                                                                        |              |  |             
|Liabilities                                                             |              |  |             
|Noninterest-bearing deposits                                            | $ 14,913,265 |  | $ 5,425,425 
|Interest-bearing deposits (Note 6)                                      | 39,996,816   |  | 18,282,993  
|Total deposits                                                          | 54,910,081   |  | 23,708,418  
|Notes payable (Note 8)                                                  | 500,000      |  | -           
|Securities sold under agreements to repurchase (Note 9)                 | 3,554,148    |  | 1,017,305   
|Other liabilities                                                       | 638,704      |  | 472,438     
|Total liabilities                                                       | 59,602,933   |  | 25,198,161  
|                                                                        |              |  |             
|Commitments and contingencies (Notes 15 and 17)                         |              |  |             
|Minority interest in subsidiary                                         | 17,596       |  | 18,737      
|Stockholders' equity (Notes 11, 12, and 16)                             |              |  |             
|Preferred stock, 5,000,000 shares authorized; none issued               | -            |  | -           
|and outstanding                                                         |              |  |             
|Common stock, $.01 par value; shares authorized 2001
    100,000,000    |              |  |             
|2000 none; issued and outstanding 2001 21,704,830 shares;
    2000 none | 217,048      |  | -           
|Class A voting common stock, $.01 par value; shares
    authorized      |              |  |             
|2001 none, 2000 30,000,000 shares; issued and outstanding               |              |  |             
|2001 none; 2000 16,954,211 shares                                       | -            |  | 169,542     
|Class B nonvoting convertible common stock, $.01 par value;             |              |  |             
|shares authorized 2001 none, 2000 5,000,000 shares
    authorized;      |              |  |             
|issued and outstanding 2001 none; 2000 1,012,818 shares                 | -            |  | 10,128      
|Capital surplus                                                         | 13,284,126   |  | 11,234,570  
|Accumulated deficit                                                     | (7,497,826)  |  | (6,383,302) 
|Accumulated other comprehensive income (loss)                           | 4,645        |  | 8,893       
|Total stockholders' equity                                              | 6,007,993    |  | 5,039,831   
|                                                                        | $ 65,628,521 |  | $ 30,256,729
|                                                                        |              |  |             





|SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY    
|-----------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS                
|Years Ended December 31, 2001 and 2000               
|                                                     
|                                                     
|Interest income:                                     
|Loans, including fees                                
|Securities                                           
|Federal funds sold                                   
|                                                     
|Interest expense                                     
|Deposits                                             
|Other                                                
|                                                     
|Net interest income                                  
|Provision for loan losses (Note 4)                   
|Net interest income after provision for loan losses  
|                                                     
|Other income:                                        
|Service charges on deposit accounts                  
|Securities gains (losses) (Note 3)                   
|Other                                                
|Total other income                                   
|                                                     
|Other expenses:                                      
|Salaries and employee benefits                       
|Occupancy and equipment                              
|Data and item processing                             
|Professional fees                                    
|Insurance                                            
|Other                                                
|Total other expenses                                 
|                                                     
|Loss before minority interest in                     
|net loss of subsidiary                               
|                                                     
|Minority interest in net loss of subsidiary          
|Net loss                                             
|Basic and diluted earnings (loss) per share (Note 13)
|                                                     
|See Notes to Consolidated Financial Statements.      





SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Years Ended December 31, 2001 and 2000

|                                           | ComprehensiveIncome | PreferredStock | CommonStock | Class A
    CommonStock | Class B
    CommonStock | CapitalSurplus | Accumulated(Deficit) | Accumulated
    Other
    ComprehensiveIncome | Total      
|------------------------------------------ | ------------------- | -------------- | ----------- | ----------------------- | ----------------------- | -------------- | -------------------- | --------------------------------------------- | -----------
|Balance, December 31, 1999                 |                     | $   -          | $ -         | $ 59,130                | $    -                  | $ 5,921,300    | $ (5,021,898)        | $ (4,417)                                     | $954,115   
|Comprehensive income (loss):               |                     |                |             |                         |                         |                |                      |                                               |            
|Net loss                                   | $(1,361,404)        | -              | -           | -                       | -                       | -              | (1,361,404)          | -                                             | (1,361,404)
|Other comprehensive income:                |                     |                |             |                         |                         |                |                      |                                               |            
|Change in unrealized gain                  |                     |                |             |                         |                         |                |                      |                                               |            
|(loss) on securities                       |                     |                |             |                         |                         |                |                      |                                               |            
|available for sale (Note 3)                | 13,310              | -              | -           | -                       | -                       | -              | -                    | 13,310                                        | 13,310     
|Comprehensive (loss)                       | $(1,348,094)        |                |             |                         |                         |                |                      |                                               |            
|Issuance of common stock (Note 11)         |                     | -              | -           | 109,969                 | 10,128                  | 5,313,474      | -                    | -                                             | 5,433,571  
|Issuance of stock upon exercise of options |                     | -              | -           | 443                     | -                       | 204            | -                    | 239                                           | 239        
|Balance, December 31, 2000                 | -                   | -              | -           | 169,542                 | 10,128                  | 11,234,570     | (6,383,302)          | 8,893                                         | 5,039,831  
|Comprehensive income (loss):               |                     |                |             |                         |                         |                |                      |                                               |            
|Net loss                                   | $ (1,114,524)       | -              | -           | -                       | -                       | -              | (1,114,524)          | -                                             | (1,114,524)
|Other comprehensive income (loss):         |                     |                |             |                         |                         |                |                      |                                               |            
|Change in unrealized                       |                     |                |             |                         |                         |                |                      |                                               |            
|Gain (loss) on                             |                     |                |             |                         |                         |                |                      |                                               |            
|Securities for sale                        |                     |                |             |                         |                         |                |                      |                                               |            
|(Note 3) available                         | (4,248)             | -              | -           | -                       | -                       | -              | -                    | (4,248)                                       | (4,248)    
|Comprehensive (loss)                       | $ (1,118,772)       |                |             |                         |                         |                |                      |                                               |            
|Issuance of common stock (Note 11)         |                     |                | -           | -                       |                         | 2,044,189-     | -                    | -                                             | 2,081,367  
|Conversion of common stock (Note 11)       |                     |                | (179,670)   | (169,542)               | (10,128)                | -              | -                    | -                                             |            
|Issuance of stock upon exercise of options |                     |                | -           | -                       | -                       | 5,367          | -                    | -                                             | 5,567      
|Balance, December 31, 2001                 |                     | $        -     | $217,048    | $       -               | $         -             | $13,284,126    | $(7,497,826)         | $   4,645                                     | $ 6,007,993

See Notes to Consolidated Financial Statements.





|SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY                                               |              
|----------------------------------------------------------------------------------------------- | -------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS (NOTE 18)                                                 |              
|Years Ended December 31, 2001 and 2000                                                          |              
|                                                                                                |              
|                                                                                                | 2001         
|Cash Flows From Operating Activities                                                            |              
|Net loss                                                                                        | $ (1,114,524)
|Adjustments to reconcile net loss to net cash used in
     operating activities:                |              
|Net accretion on securities                                                                     | (2,604)      
|Provision for loan losses                                                                       | -            
|Provision for losses on other real estate owned                                                 | -            
|Securities (gains) losses                                                                       | 2,568        
|Depreciation and amortization                                                                   | 103,617      
|Minority interest in net loss of subsidiary                                                     | (2,884)      
|(Increase) decrease in:                                                                         |              
|Accrued interest receivable                                                                     | 9,981        
|Other assets                                                                                    | 36,718       
|Increase (decrease) in other liabilities                                                        | 54,003       
|Net cash used in operating activities                                                           | (913,125)    
|Cash Flows From Investing Activities                                                            |              
|Net cash flows from securities (Note 18)                                                        | 611,030      
|Loan originations and principal collections on loans, net                                       | (7,937,838)  
|Cash received in bank acquisition (Note 10)                                                     | 3,092,813    
|Purchase of premises and equipment                                                              | (152,882)    
|Proceeds from sale of other real estate owned                                                   | -            
|Net cash (used in) investing activities                                                         | (4,384,309)  
|Cash Flows From Financing Activities                                                            |              
|Net increase in securities sold under repurchase agreements                                     | 33,200       
|Net increase (decrease) in deposits                                                             | 2,874,626    
|Proceeds from borrowing on notes payable                                                        | 500,000      
|Principal payment on notes payable                                                              | -            
|Purchase of minority interests in subsidiary                                                    | (20,804)     
|Proceeds from issuance of stock                                                                 | 1,624,761    
|Net cash provided by financing activities                                                       | 5,011,783    
|Net increase (decrease) in cash and cash equivalents                                            | (288,219)    
|Cash and cash equivalents:                                                                      |              
|Beginning                                                                                       | 9,890,620    
|Ending                                                                                          | $ 9,602,401  
|                                                                                                |              
|See Notes to Consolidated Financial Statements (Additional
    cash flow information - Note 18)

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, which is 99.7% owned by the Company.



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"). Subsequent to December 31, 2001, the Bank's name was changed to PanAmerican 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 accounting principles generally accepted in the United States
  of America 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 or the ability to
  unilaterally cause the holder to return specific assets.

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
|----------------------- | -----
|Building                | 39   
|Building improvements   | 15   
|Leasehold improvements  | 15   
|Furniture and equipment | 3 - 7



Foreclosed assets: Assets acquired through foreclosure
  or deed in lieu of foreclosure represent specific assets to which the Company
  has acquired legal title in satisfaction of indebtedness. Such assets are
  recorded at the property's fair value at the date of foreclosure, establishing
  a new cost basis. 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.



Goodwill and identified intangibles: The Company
  acquired goodwill and a deposit intangible in connection with the acquisition
  of assets and assumption of liabilities from another bank on December 31,
  2001. Since the acquisition occurred after July 1, 2001, the transaction and
  the resulting goodwill and intangible will be accounted for under Statement
  No. 141, Business Combinations, and Statement No. 142, Goodwill and
  Other Intangible Assets, issued by the Financial Accounting Standards
  Board in July 2001. As such, goodwill will not be amortized but will be
  subject to, at a minimum, annual impairment tests. The deposit intangible is
  being amortized over 12 years, the expected lives of the deposits assumed.



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, 2001 and 2000. 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: The Financial Accounting
  Standards Board has issued Statement 144, Accounting for the Impairment or
  Disposal of Long-Lived Assets. Statement 144 supersedes FASB Statement 121
  and the accounting and reporting provisions of APB Opinion No. 30. Statement
  144 establishes a single accounting model for long-lived assets to be disposed
  of by sale which includes measuring a long-lived asset classified as held for
  sale at the lower of its carrying amount or its fair value less costs to sell
  and to cease depreciation/amortization. For the Bank, the provisions of
  Statement 144 are effective January 1, 2002. Implementation of the Statement
  is not expected to have a material impact on the Bank's financial statements.

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, 2001 and 2000.

Securities held to maturity: The amortized cost and
  fair values of securities held to maturity as of December 31, 2001 and 2000
  are summarized as follows:



|                           |           | Gross      | Gross      |         
|-------------------------- | --------- | ---------- | ---------- | --------
|                           | Amortized | Unrealized | Unrealized | Fair    
|2001:                      | Cost      | Gains      | Losses     | Values  
|Mortgage-backed securities | $ 20,830  | $ 376      | $    -     | $ 21,206
|                           |           |            |            |         



|2000:                      |           |        |         |          
|-------------------------- | --------- | ------ | ------- | ---------
|U. S. Treasury securities  | $ 297,279 | $    - | $ (230) | $ 297,049
|Mortgage-backed securities | 42,103    | 211    | -       | 42,314   
|                           | $ 339,382 | $ 211  | $ (230) | $ 339,363
|                           |           |        |         |          



Securities available for sale: The amortized cost and
  fair values of securities available for sale as of December 31, 2001 and 2000
  are summarized as follows.



|                                                |             | Gross      | Gross      |        
|----------------------------------------------- | ----------- | ---------- | ---------- | -------
|                                                | Amortized   | Unrealized | Unrealized | Fair   
|2001:                                           | Cost        | Gains      | Losses     | Values 
|U. S. Treasury                                  | $ 199,823   | $ 4        |            | $ -    
|U. S. Government agencies
     and Corporations | 6,500,728   | 4,576      |            | -      
|Mortgage-backed securities                      | 131,479     | -          |            | -      
|Mutual funds                                    | 44,045      | 79         |            | -      
|                                                | $ 6,876,075 | $ 4,659    |            | $     -
|                                                |             |            |            |        



|2000:                                            |             |         |  |         |  |            
|------------------------------------------------ | ----------- | ------- |  | ------- |  | -----------
|U. S. Government agencies 
     and Corporations | $ 2,987,118 | $ 6,312 |  | $ -     |  | $ 2,993,430
|Mortgage-backed securities                       | 174,956     | 2,731   |  | (114)   |  | 177,573    
|                                                 | $ 3,162,074 | $ 9,043 |  | $ (114) |  | $ 3,171,003

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.



|                                 | Amortized   | Fair       
|-------------------------------- | ----------- | -----------
|                                 | Cost        | Values     
|Due in one year or less          | $ 2,694,109 | $ 2,694,345
|Over one year through five years | 4,006,442   | 4,006,442  
|Mortgage-backed securities       | 131,479     | 135,902    
|Mutual funds                     | 44,045      | 44,045     
|                                 | $ 6,876,075 | $ 6,880,734
|                                 |             |            



During 2001, the Company recognized no gains and gross
  losses of $2,568 from the sale of securities available for sale. No securities
  available for sale were sold in 2000.



Securities available for sale with a carrying amount of
  approximately $5,000,000 and $2,993,000 at December 31, 2001 and 2000,
  respectively, were pledged as collateral on securities sold under agreements
  to repurchase.

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

|                                                                   | Year Ended December 31,
|------------------------------------------------------------------ | -----------------------
|                                                                   | 2001                   
|Unrealized holding (losses) gains arising during the
      period  | $ (6,838)              
|Less reclassification adjustment for gains (losses)
      realized |                        
|in net income                                                      | (2,568)                
|Net unrealized gains (losses), before tax (expense)
      benefit  | (4,270)                
|Tax (expense) benefit                                              | -                      
|Other comprehensive income (loss) before minority interest         | (4,270)                
|Minority interest in other comprehensive                           |                        
|(income) loss of subsidiary                                        | 38                     
|Other comprehensive income (loss)                                  | $ (4,248)              
|                                                                   |                        

Note 4.  Loans

The composition of net loans as of December 31, 2001 and
  2000 is as follows:



|                                                 | 2001         | 2000        
|------------------------------------------------ | ------------ | ------------
|Commercial                                       | $12,784,827  | $ 5,057,030 
|Commercial real estate                           | 21,412,209   | 5,133,369   
|Residential real estate                          | 7,411,034    | 3,404,373   
|Consumer                                         | 3,363,509    | 2,792,490   
|Other                                            | 81,802       | 26,417      
|                                                 | 45,053,381   | 16,413,679  
|Allowance for loan losses                        | (513,601)    | (398,992)   
|Deferred loan fees and unamortized premiums, net | (18,936)     | 16,102      
|Loans, net                                       | $ 44,520,844 | $ 16,030,789
|                                                 |              |             



Activity in the allowance for loan losses for the years
  ended December 31, 2001 and 2000 was as follows:



|                                   | 2001      | 2000     
|---------------------------------- | --------- | ---------
|Balance, beginning                 | $ 398,992 | $ 183,676
|Amounts charged off:               |           |          
|Commercial loans                   | (72,000)  | (41,382) 
|Consumer loans                     | (67,999)  | (48,583) 
|Provision for loan losses          | -         | 278,500  
|Acquisition related adjustment     | 200,000   | -        
|Recoveries of amounts charged off: |           |          
|Commercial loans                   | 39,628    | -        
|Consumer loans                     | 14,980    | 26,781   
|Balance, ending                    | $ 513,601 | $ 398,992
|                                   |           |          



The Bank had no investment in impaired loans at December
  31, 2001. The Bank's recorded investment in impaired loans was approximately
  $72,000 at December 31, 2000. The specific allowance associated with impaired
  loans, and included in the allowance for loan losses at December 31, 2000, was
  approximately $72,000. The average recorded investment in impaired loans
  during 2001 and 2000 was approximately $222,000 and $48,000, respectively.
  Interest income on impaired loans, recognized for cash payments received in
  2001 and 2000, was not significant.

Note 5.  Premises and Equipment

The major classes of premises and equipment and the total
  accumulated depreciation as of December 31, 2001 and 2000 are as follows:



|                                               | 2001        | 2000     
|---------------------------------------------- | ----------- | ---------
|Land                                           | $ 478,375   | $ -      
|Building and improvements                      | 292,060     | -        
|Leasehold improvements                         | 713,606     | 676,369  
|Furniture and equipment                        | 786,723     | 501,560  
|                                               | 2,270,764   | 1,177,929
|Less accumulated depreciation and amortization | 1,005,005   | 903,902  
|                                               | $ 1,265,759 | $ 274,027
|                                               |             |          

Note 6.  Deposits

The composition of interest-bearing deposits at December
  31, 2001 and 2000 is as follows:



|                                            | 2001         | 2000        
|------------------------------------------- | ------------ | ------------
|Now accounts                                | $ 4,518,185  | $ 6,034,363 
|Money market accounts                       | 12,283,455   | 5,812,867   
|Savings accounts                            | 1,232,006    | 605,085     
|Certificates of deposit less than $100,000  | 13,326,630   | 3,488,270   
|Certificates of deposit of $100,000 or more | 8,636,540    | 2,342,408   
|Total                                       | $ 39,996,816 | $ 18,282,993
|                                            |              |             

At December 31, 2001, the scheduled maturities of
  certificates of deposit are as follows:



|                               | Less than    | $100,000    |             
|------------------------------ | ------------ | ----------- | ------------
|                               | $100,000     | and Over    | Total       
|Three months or less           | $ 2,405,705  | $ 3,325,259 | $ 5,730,964 
|Over three through six months  | 3,898,041    | 1,725,533   | 5,623,574   
|Over six through twelve months | 3,309,788    | 2,831,076   | 6,140,864   
|Over one through two years     | 3,088,088    | 654,195     | 3,742,283   
|Over two through three years   | 366,610      | -           | 366,610     
|Over three through five years  | 258,398      | 100,477     | 358,875     
|                               | $ 13,326,630 | $ 8,636,540 | $ 21,963,170
|                               |              |             |             

Note 7.  Income Taxes

The net cumulative tax effects of the primary temporary
  differences as of December 31, 2001 and 2000 are shown in the following table:



|                                            | 2001             | 2000             
|------------------------------------------- | ---------------- | -----------------
|Deferred tax assets:                        |                  |                  
|Allowance for loan losses                   | $ 161,900        | $ 125,900        
|Other real estate owned                     | -                | 5,600            
|Premises and equipment                      | 97,600           | 99,100           
|Net operating loss carryforward             | 4,237,000        | 3,710,700        
|Accrual to cash conversion for income taxes | -                | 46,800           
|                                            | 4,496,500        | 3,988,100        
|Deferred tax liabilities:                   |                  |                  
|Securities available for sale               | (1,800)          | (14,500)         
|Accrual to cash conversion for income taxes | (56,600)         | -                
|                                            | (58,400)         | (14,500)         
|                                            | 4,438,100        | 3,973,600        
|Valuation allowance for deferred tax assets | (4,438,100)      | (3,973,600)      
|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
  $464,500 and $418,700 during the years ended December 31, 2001 and 2000,
  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, 2001
  and 2000, 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, 2001:



|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                  | 573,000     
|2020                  | 1,268,000   
|2021                  | 1,400,000   
|                      | $ 11,237,000
|                      |             



As a result of changes in ownership of the Company in
  excess of 50% in 1993 and 2000, the net operating loss carryforwards expiring
  in periods prior to 2020 are limited in the amount that may be used in any
  year. As a result of this limitation, a minimum of $3,100,000 of these net
  operating loss carryforwards are expected to expire without being used.

Note 8.  Notes Payable

The Company had a note payable of $500,000 at December 31,
  2001. The obligation is collateralized by 99% of the common stock of Southern
  Security Bank and expires May 1, 2002. The interest rate is Wall Street
  Journal Prime Rate and the minimum interest rate will not be less than 4.75%.
  At December 31, 2001 the prime rate was 4.75%. Under the loan agreement the
  Bank must maintain a Tier 1 leverage ratio of 6%.

Note 9.  Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase, which are
  classified as secured borrowings, generally mature within one to four days
  from the transaction date. Securities sold under agreements to repurchase are
  reflected at the amount of cash received in connection with the transaction.
  The Company may be required to provide additional collateral based on the fair
  value of the underlying securities.

Note 10.  Acquisition of PanAmerican Bank

On December 31, 2001, Southern Security Bank acquired
  substantially all of the assets and assumed substantially all of the
  liabilities of PanAmerican Bank located in Miami, Florida. As a result of the
  acquisition, Southern Security Bank will be a financial institution with four
  banking offices strategically located in Miami-Dade, Broward and Palm Beach
  counties. The Company also expects to reduce costs through the implementation
  of economies of scale.



The assets acquired included the name PanAmerican Bank.
  Subsequent to December 31, 2001, the Bank changed its name to PanAmerican
  Bank.



The aggregate purchase price was $5,275,173, including
  $4,813,000 of cash and 1,025,000 shares of common stock of Southern Security
  Bank Corporation valued at $462,173. The value of the common stock issued was
  determined based on a mutually agreed upon price of Southern Security Bank
  Corporation's shares.



The following table summarizes the estimated fair values of
  the assets acquired and liabilities assumed at the date of acquisition at
  December 31, 2001:

|                                               |             
|---------------------------------------------- | ------------
|Cash and due from banks                        | $ 6,305,813 
|Federal funds sold                             | 1,600,000   
|Securities available for sale                  | 4,006,442   
|Loans, net                                     | 20,899,530  
|Premises and equipment                         | 942,467     
|Other assets                                   | 510,324     
|Goodwill                                       | 1,953,540   
|Total assets acquired                          | $ 36,218,116
|                                               |             
|Noninterest-bearing deposits                   | $ 8,668,800 
|Interest-bearing deposits                      | 19,658,237  
|Total deposits                                 | 28,327,037  
|Securities sold under agreements to repurchase | 2,503,643   
|Other liabilities                              | 112,263     
|Total liabilities assumed                      | $ 30,942,943
|                                               |             

Deposit intangibles of $200,000 are included in other assets
  above and have a weighted-average useful life of approximately 12 years.



Goodwill in the amount of $1,753,540 is expected to be
  completely deductible for income tax purposes.

Pro forma results of operations for the years ended
  December 31, 2001 and 2000, as though the acquisition of PanAmerican Bank had
  been completed at the beginning of the year, are as follows:



|                                            | 2001          |  | 2000         
|------------------------------------------- | ------------- |  | -------------
|                                            |               |  |              
|Interest income                             | $ 4,467,899   |  | $ 3,998,023  
|Interest expense                            | 1,843,662     |  | 1,620,350    
|Net interest income                         | 2,624,237     |  | 2,377,673    
|Provision for loan losses                   | -             |  | 47,000       
|Net interest income, after provision        |               |  |              
|for loan losses                             | 2,624,237     |  | 2,330,673    
|Noninterest income                          | 360,105       |  | 354,455      
|Noninterest expense                         | 4,450,205     |  | 4,325,581    
|Loss before minority interest               | (1,465,863)   |  | (1,640,453)  
|Minority interest in net loss of subsidiary | 2,884         |  | 6,044        
|Net loss                                    | $ (1,462,979) |  | $ (1,634,409)
|                                            |               |  |              
|Basic and diluted earnings (loss) per share | $ (0.07)      |  | $ (0.12)     
|                                            |               |  |              



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, prior
  to the amendment disclosed in the following paragraph, created Series A
  Preferred Stock and authorized the issuance of 1,200,000 shares from the total
  authorized shares. No shares of the Series A Preferred Stock were ever issued
  or outstanding.



Effective November 12, 2001, the stockholders of the
  Company approved an amendment to the Certificate of Incorporation to (1)
  convert and combine Southern Security's Class A Voting Common Stock and the
  Class B Non-Voting Convertible Common Stock into a single class of Common
  Stock, par value $.01 per share, (2) delete the Series A Preferred Stock as a
  series of the authorized Preferred Stock, and (3) increase the authorized
  common stock to 100,000,000 common shares.



In December 2001, to meet capital requirements necessary to
  obtain regulatory approval to consummate the PanAmerican transaction (See Note
  10), several of the Company directors purchased 487,235 shares of common stock
  for $229,000 under a private offering. The price of the stock was determined
  based upon the mutually agreed upon value of the shares in the PanAmerican
  acquisition.

On June 30, 2000, the Company initiated a private offering
  for the sale of up to 200 units at a price of $49,500 per unit. Each unit
  consisted of 60,000 shares of the Company's then authorized Class A Voting
  common stock and 18,000 shares of Class B Non-Voting common stock (the "2000
  Offering"). The 2000 Offering resulted in the sale of 36.27 units in 2000, and
  28.28 units during 2001. Total proceeds received under the 2000 offering were
  $1,390,904 and $2,766,542 during the years ended December 31, 2001 and 2000,
  net of applicable offering costs.



In March 2000, the Company received proceeds of $2,667,268
  upon the issuance of 7,620,767 shares of Class A Common Stock at a price of
  $.35 per share under a private offering.

Note 12. Officer and Stock-Based Compensation



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 granted options for the purchase of
  approximately 540,000 shares of Bank common stock. All directors, officers and
  employees of the Bank were 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 expired July 1, 2000, and no
  additional options may be granted under the Plan. No options were granted
  under the Plan in 2001 or 2000. The weighted-average remaining life of options
  outstanding at December 31, 2001 and 2000 is 4 and 3 years, respectively.



A summary of the options for the purchase of common stock
  of the Bank outstanding as of December 31, 2001 and 2000, and changes during
  the years then ended is presented in the following table.



|                                 | 2001      | 2000          
|-------------------------------- | --------- | --------------
|                                 |           | Weighted-     
|                                 |           | Average       
|                                 | Shares    | Exercise Price
|Outstanding at beginning of year | 313,090   | $ 1.00        
|Granted                          | -         | -             
|Exercised                        | -         | -             
|Forfeited                        | (144,590) | 1.00          
|Outstanding at end of year       | 168,500   | 1.00          
|Options exercisable at year-end  | 168,500   | 1.00          
|                                 |           |               

Options for the purchase of stock in Southern Security Bank
  Corporation



The Company has granted stock options for the purchase of
  shares of 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 from 5 to 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, 2001 and 2000, 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 2001 and 2000,
  respectively: risk-free interest rates of 5% and 6.2%, respectively, expected
  lives of 5 years and 9 years, and no dividends. Volatility was assumed to be
  zero because there is currently no market for the Company's stock.



|                                 | 2001      | 2000          
|-------------------------------- | --------- | --------------
|                                 |           | Weighted-     
|                                 |           | Average       
|                                 | Shares    | Exercise Price
|Outstanding at beginning of year | 1,111,298 | $ 1.18        
|Granted                          | 50,000    | 0.75          
|Exercised                        | (19,953)  | 0.28          
|Forfeited                        | -         | -             
|Outstanding at end of year       | 1,141,345 | 1.18          
|Options exercisable at year-end  | 1,001,345 | 1.28          
|Weighted-average fair value of   |           |               
|options granted during the year  |           | $ 0.29        
|                                 |           |               



The following table summarizes information about stock
  options outstanding at December 31, 2001:



|            | Options Outstanding | Options Exercisable
|----------- | ------------------- | -------------------
|Range of    |                     | Weighted-Average   
|Exercise    | Number              | Remaining          
|Prices      | Outstanding         | Contractual Life   
|0.00 - .50  | 815,747             | 3.9 years          
|.75         | 50,000              | 9.8                
|1.25 - 1.80 | 107,260             | 5.8                
|5.00        | 168,338             | 7.1                
|            |                     |                    





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:



|                                |             | 2001          | 2000         
|------------------------------- | ----------- | ------------- | -------------
|Net loss                        | As reported | $ (1,114,523) | $ (1,361,403)
|                                | Pro forma   | (1,129,000)   | (1,378,000)  
|                                |             |               |              
|Basic earnings (loss) per share | As reported | (0.07)        | (0.11)       
|                                | Pro forma   | (0.07)        | (0.11)       
|                                |             |               |              

Note 13.  Earnings Per Share

Following is information about the computation of the
  earnings per share data for the years ended December 31, 2001 and 2000:



|                                             | Numerator     | Denominator | Per-Share
|-------------------------------------------- | ------------- | ----------- | ---------
|                                             | (Net Loss)    | (Shares)    | Amounts  
|2001:                                        |               |             |          
|Basic and diluted earnings (loss) per share, |               |             |          
|income available to common stockholders      | $(1,114,524)  | 19,615,100  | $ (0.06) 
|                                             |               |             |          
|2000:                                        |               |             |          
|Basic and diluted earnings (loss) per share, |               |             |          
|income available to common stockholders      | $ (1,361,404) | 12,145,072  | $ (0.11) 
|                                             |               |             |          



Options for the purchase of 1,141,375 and 1,111,298 shares
  at December 31, 2001 and 2000, respectively, have not been included in the
  computation of diluted earnings per share for 2001 and 2000 because their
  inclusion would have been antidilutive as a result of losses being reported
  for these years.

Note 14.  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, 2001 and 2000 and the activity
  therein for the years then ended was as follows:



|                   | 2001      |  | 2000     
|------------------ | --------- |  | ---------
|Balance, beginning | $ 62,982  |  | $ 291,933
|New loans          | 340,617   |  | -        
|Repayments         | (56,102)  |  | (228,951)
|Balance, ending    | $ 347,497 |  | $ 62,982 
|                   |           |  |          

Note 15. Leases

The Bank leases certain of its facilities under
  noncancelable agreements which expire on various dates through December 31,
  2013. The approximate future minimum lease payments under these leases as of
  December 31, 2001, are as follows:



|Year Ending                  |            
|---------------------------- | -----------
|December 31,                 | Amount     
|2002                         | $ 249,500  
|2003                         | 246,100    
|2004                         | 244,400    
|2005                         | 244,300    
|2006                         | 229,100    
|Thereafter                   | 1,496,500  
|Total minimum lease payments | $ 2,709,900
|                             |            



Total lease expense for the years ended December 31, 2001
  and 2000 approximated $289,000 and $230,000, respectively, and is included in
  occupancy and equipment expense in the accompanying consolidated statements of
  operations.



Note 16.  Restrictions on Retained Earnings and Regulatory Capital Requirements

The Company's only source of income on which to pay
  dividends is through the payment of dividends from the Bank. The Bank is
  subject to certain restrictions on the amount of dividends that may be
  declared without prior regulatory approval. At December 31, 2001, 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, 2001.



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



|                         |             |                   |                   |             |                         |   | To Be Adequately Capitalized
|------------------------ | ----------- | ----------------- | ----------------- | ----------- | ----------------------- | - | ----------------------------
|                         |             |                   |                   | For Capital | Under Prompt Corrective
|                         | Actual      | Adequacy Purposes | Action Provisions
|As of December 31, 2001: |             |                   |                   |             |                         |   |                             
|Total Capital (to        |             |                   |                   |             |                         |   |                             
|Risk-Weighted Assets)    | $ 4,324,052 | 10.0              | %                 | $ 3,451,440 | 8.0                     | % | $ 3,451,440                 
|Tier I Capital (to       |             |                   |                   |             |                         |   |                             
|Risk-Weighted Assets)    | 3,810,451   | 8.8               |                   | 1,725,720   | 4.0                     |   | 1,725,720                   
|Tier I Capital (to       |             |                   |                   |             |                         |   |                             
|Average Assets)          | 3,810,451   | 9.9               |                   | 1,533,120   | 4.0                     |   | 1,533,120                   
|                         |             |                   |                   |             |                         |   |                             
|As of December 31, 2000: |             |                   |                   |             |                         |   |                             
|Total Capital (to        |             |                   |                   |             |                         |   |                             
|Risk-Weighted Assets)    | $ 5,074,444 | 26.5              | %                 | $ 1,531,628 | 8.0                     | % | $ 1,531,628                 
|Tier I Capital (to       |             |                   |                   |             |                         |   |                             
|Risk-Weighted Assets)    | 4,675,452   | 24.4              |                   | 765,814     | 4.0                     |   | 765,814                     
|Tier I Capital (to       |             |                   |                   |             |                         |   |                             
|Average Assets)          | 4,675,452   | 16.5              |                   | 1,134,120   | 4.0                     |   | 1,134,120                   



Note 17.  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, 2001 and
  2000:



|                                        | 2001        |  | 2000       
|--------------------------------------- | ----------- |  | -----------
|Commitments to extend credit (unfunded) | $ 6,648,080 |  | $ 2,771,910
|Standby letters of credit               | 69,800      |  | 27,500     
|                                        | $ 6,717,880 |  | $ 2,799,410
|                                        |             |  |            



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 four individuals who are both officers and directors of the Company
  and/or the Bank. The employment agreements include provisions requiring
  termination payments equal to the 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.



The Company had executed an employment agreement with an
  individual who was both an officer and a director of the Company. Under the
  terms of the agreement, the Company had agreed to pay a base salary of
  $125,000 per year, to grant semiannual options for the purchase of common
  stock and to provide certain other benefits and compensation. The employment
  agreement also included a provision requiring certain payments upon the
  occurrence of certain events leading to the termination of employment such as
  a change in control of the Company, death or disability.

In February 2000, the individual 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. On November 15, 2000, the
  payable of $10,000 per month was settled in full for $150,000.



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 18.  Additional Cash Flow Information

|                                                    | Year Ended December 31,
|--------------------------------------------------- | -----------------------
|                                                    | 2001                   
|Cash flows from securities:                         |                        
|Securities available for sale:                      |                        
|Maturities, calls, and paydowns                     | $ 16,544,691           
|Proceeds from sales                                 | 7,751,215              
|Purchases                                           | (24,006,150)           
|Securities held to maturity:                        |                        
|Maturities and paydowns                             | 321,274                
|Purchases                                           | -                      
|Purchases of Federal Reserve Bank stock             | -                      
|                                                    | $ 611,030              
|Supplemental disclosures of cash flow information:  |                        
|Cash payments for interest                          | $ 752,998              
|Supplemental Schedule of Noncash Investing and      |                        
|Financing Activities                                |                        
|Acquisition of assets and assumption of liabilities |                        
|of PanAmerican Bank (See Note 10)                   |                        
|Cash received, net of cash paid                     | $ 3,092,813            
|Noncash assets acquired                             | 28,312,303             
|Liabilities assumed                                 | (30,942,943)           
|Issuance of common stock                            | (462,173)              
|                                                    | $ 3,092,813            

Note 19.  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.



Notes payable: The fair values of the notes payable
  approximate their recorded book value due to interest rates that are near
  market rates and the short-term nature of such payables.



Securities sold under agreements to repurchase: The
  carrying amounts of securities sold under agreements to repurchase maturing
  within ninety days approximate their fair values.



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,
2001 and 2000:



|                                                             | 2001       
|------------------------------------------------------------ | -----------
|                                                             | Carrying   
|                                                             | Amount     
|Cash and cash equivalents                                    | $ 9,602,401
|Investment securities (including Federal Reserve Bank stock) | 7,105,505  
|Loans receivable                                             | 45,034,445 
|Accrued interest receivable                                  | 219,716    
|Deposits                                                     | 54,910,081 
|Notes payable                                                | 500,000    
|Securities sold under agreements to repurchase               | 3,554,148  
|Other liabilities                                            | 638,704    
|Commitments to extend credit                                 | -          



|                                                             | 2000       
|------------------------------------------------------------ | -----------
|                                                             | Carrying   
|                                                             | Amount     
|Cash and cash equivalents                                    | $ 9,890,620
|Investment securities (including Federal Reserve Bank stock) | 3,718,985  
|Loans receivable                                             | 16,030,788 
|Accrued interest receivable                                  | 116,218    
|Deposits                                                     | 23,708,418 
|Securities sold under agreements to repurchase               | 1,017,305  
|Other liabilities                                            | 472,438    
|Commitments to extend credit                                 | -          



Note 20.  Parent Company Only Financial Statements

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



|BALANCE SHEETS                       |             |            
|------------------------------------ | ----------- | -----------
|December 31, 2001 and 2000           |             |            
|                                     |             |            
|ASSETS                               | 2001        | 2000       
|                                     |             |            
|Cash                                 | $ 500,069   | $ 539,118  
|Investment in Southern Security Bank | 6,047,514   | 4,683,621  
|Other assets                         | 7,037       | -          
|                                     | $ 6,554,620 | $ 5,222,739
|                                     |             |            
|LIABILITIES AND STOCKHOLDERS' EQUITY |             |            
|                                     |             |            
|Liabilities                          |             |            
|Notes payable                        | $ 500,000   | $ -        
|Other liabilities                    | 46,627      | 182,908    
|Total liabilities                    | 546,627     | 182,908    
|Stockholders' equity                 | 6,007,993   | 5,039,831  
|                                     | $ 6,554,620 | $ 5,222,739
|                                     |             |            



|STATEMENTS OF OPERATIONS                     |               |              
|-------------------------------------------- | ------------- | -------------
|Years Ended December 31, 2001 and 2000       |               |              
|                                             |               |              
|                                             | 2001          | 2000         
|                                             |               |              
|Equity in net loss of Southern Security Bank | $ (758,291)   | $ (833,902)  
|Expenses:                                    |               |              
|Salaries and benefits                        | 192,568       | 382,763      
|Interest expense                             | -             | 8,000        
|Other expenses                               | 163,665       | 136,739      
|Total expenses                               | 356,233       | 527,502      
|Net loss                                     | $ (1,114,524) | $ (1,361,404)
|                                             |               |              





|STATEMENTS OF CASH FLOWS                                          |               |              
|----------------------------------------------------------------- | ------------- | -------------
|Years Ended December 31, 2001 and 2000                            |               |              
|                                                                  |               |              
|                                                                  | 2001          | 2000         
|                                                                  |               |              
|Net loss                                                          | $ (1,114,524) | $ (1,361,404)
|Adjustments to reconcile net loss to net cash                     |               |              
|used in operating activities:                                     |               |              
|Equity in net loss of Southern Security Bank                      | 758,291       | 833,902      
|Other                                                             | (123,577)     | (224,860)    
|Net cash used in operating activities                             | (479,810)     | (752,362)    
|Net cash used in investing activities (Investment in
    Southern |               |              
|Security Bank)                                                    | (1,684,000)   | (4,042,785)  
|Net cash provided by financing activities                         | 2,124,761     | 5,333,810    
|Increase (decrease) in cash and cash equivalents                  | (39,049)      | 538,663      
|Cash and cash equivalents:                                        |               |              
|Beginning                                                         | 539,118       | 455          
|Ending                                                            | $ 500,069     | $ 539,118    
|                                                                  |               |              



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE



None.



PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

MANAGEMENT : COMPANY OFFICERS AND DIRECTORS



|Name                 | Term Expires | Age | Position                                   | Position Since 
|-------------------- | ------------ | --- | ------------------------------------------ | ---------------
|James F. Partridge   | 2002         | 72  | Chairman of the Board                      | April, 2000    
|Harold L. Connell    | 2003         | 59  | President and CEO                          | February, 2000 
|Timothy S. Butler *  | 2002         | 52  | Director                                   | December, 1992 
|R. D. Butler, Jr. *  | 2003         | 53  | Director                                   | December, 1994 
|Sam S. Caliendo      | 2004         | 52  | Director                                   | September, 2001
|Hugo A. Castro       | 2003         | 58  | Director                                   | April, 2001    
|Harold C. Friend     | 2003         | 55  | Director                                   | December, 1994 
|Leonard F. Marinello | 2003         | 62  | Director                                   | September, 2001
|G. Carlton Marlowe   | 2002         | 53  | Director                                   | February, 2000 
|Philip C. Modder     | 2004         | 61  | Director                                   | June, 1992     
|Stephen Perrone      | 2004         | 58  | Director                                   | September, 2001
|Eugene J. Strasser   | 2004         | 55  | Director                                   | December, 1992 
|Alberto Valle        | 2002         | 64  | Director                                   | September, 2001
|Floyd D. Harper      | - -          | 52  | Vice President, 
    Secretary & Treasurer | April, 1997    



* Timothy S. Butler and R. D. Butler, Jr. are cousins.



Each director is elected for a period of three years. The term
of directorships are staggered as to expiration date, such that for the present
board of directors, each year one-third of the directorship is subject to
re-election, providing for additional stability and continuity. Vacancies and
newly created directorships resulting from any increase in the number of
authorized directors may be filled by a majority vote of the directors then
remaining in office. Certain information with respect to the background of each
director and the executive officers of the Company is set forth below.



James F. Partridge: Mr. Partridge, Chairman of the Board of
Southern Security Bank Corporation and serves as Chairman of the Audit &
Examining and Compensation Committees. He retired as President of Visa
International, Latin America and Caribbean Region, on June 30, 1999 after
serving since 1978. At present he serves as a Strategic Director on the Regional
Board of directors of Visa International and is Chairman of its Executive &
Planning Committee. He joined the Management of Visa International, as Vice
President in charge of the Development Division for the Western United States,
Latin America and Asia-Pacific in 1978.



Harold L. Connell: Mr. Connell, President & CEO of Southern
Security Bank Corporation is currently a partner with Connell Perrone Capital
Group in Miami, Fl, a consulting group formed by Connell in 1997. Connell's
banking career spans two decades with such organizations as First Financial in
Tampa, Atlantic Bank in Jacksonville, The European American Bank in New York
City and Meritor Savings Bank in Philadelphia. In Miami, Connell was Chief
Financial Officer of Pan American Banks, a New York Stock Exchange firm that was
acquired by NCNB, now Bank America, in 1986. From 1989 to 1992 Connell was
president and CEO of Sendero Corporation, a wholly owned subsidiary of Fiserv, a
consulting and software development firm specializing in assisting bank
management in managing interest-rate risk or asset liability management for
financial institutions. During his three years with Sendero, the company's
client base exceeded 1,000 banks worldwide.



Robert David Butler, Jr.: Mr. Butler attended Carson-Newman
College and the University of Tennessee and was graduated with degrees in
Business Administration, English, and Music. After retiring from Eastern
Airlines after fifteen years of service as a flight services representative, in
June of 1991 he established Pegasus Travel Management, a division of Regit
Enterprises, Inc., of which he is President and Chief Executive Officer. Mr.
Butler resides in Coconut Grove, Florida, this city also being the location of
the corporation headquarters of Regit Enterprises.



Timothy S. Butler: Mr. Butler attended Broward Community College
and Florida State University. He has served as President of Butler Properties
Ltd. since 1971. That Company manages the family assets consisting of farm land
and various other real estate holdings. From January 1989 to June 1992, he
served as an Associate Director of Mizner Bank in Boca Raton.



Sam S. Caliendo: Mr. Caliendo joined the Board of Southern
Security in September 2001. Mr. Caliendo has lived in South Florida for more
than 30 years. He has served as Vice President of Consolidated Construction,
Inc., a commercial builder, since 1992; as President of Park Avenue Creative
Decorating, Inc., a specialty residential decorating firm, since 1992, and as
President of Shoreline Realty, Inc., a residential MLS realtor, since 1985. Mr.
Caliendo is a graduate of Florida State University, with a degree in Business
and Government.



Hugo A. Castro: Mr. Castro is currently the President, Chief
Executive Officer and a Director of PanAmerican Bank and a Director of Southern
Security Bank Corporation. Mr. Castro previously served as President and Chief
Executive Officer of Eastern National Bank in Miami, Florida during 1999. Mr.
Castro was an Executive Vice President with TotalBank in Miami, Florida from
1996 through 1998. From 1994 to 1996, he was Executive Vice President with
Intercontinental Bank, Miami, Florida, having joined Intercontinental upon the
acquisition of Commercial Trust Bank, Miami, Florida in 1993. Mr. Castro was the
President and a founding shareholder of Commercial Trust Bank, Miami, Florida
from 1988 to 1993.



Harold C. Friend, M.D.: Dr. Friend has been a resident of South
Florida for 22 years. He received his B.A. from the University of Texas, and his
MD. degree from the University of Texas Southwestern Medical School in 1972. Dr.
Friend is a board-certified Neurologist, practicing in Boca Raton. He has been
active in numerous business activities, including past membership of the Mizner
Bank's Advisory Board, President of Puget Sound Yellow Taxi, Inc. a
transportation company located in Seattle, Washington from June of 1993 to
October, 1996, and President of the Neuroscience Center in Boca Raton, Florida
from June 1985 to the present. As to civic involvement, Dr. Friend has held past
and present positions with the Southern Region of the Boy Scouts, Executive
Board of United Way, and the Local and International Rotary. Dr. Friend's
biography is published in multiple editions of Who's Who of the South and South
West, and the World.



G. Carlton Marlowe: Mr. Marlowe, has served as director of
PanAmerican Bank since 1999 and was elected by the Board of Directors to serve
as a Director of the Company on February 25, 2000. Mr. Marlowe has been a
partner of the law firm of G. Carlton Marlowe, P.A. since 1994. Mr. Marlowe is
Vice President of The Marlowe Corporation and a Partner of The Marlowe Family
Limited Partnership, two family related entities that have their beginnings with
family owned banks in Kentucky dating to 1929.



Leonard F. Marinello: Mr. Marinello has served as the Chairman
of the Board of the Bank since June 2000. Mr. Marinello has been President and
Chief Executive Officer of Allied Plating Supplies, Inc., a company engaged in
the metal finishing business, from 1957 to the present, where he has been active
in all phases of the business including domestic sales, international sales,
manufacturing and finance. Mr. Marinello was a Director of Commercial Trust Bank
from 1988 to 1993, when it was sold. During this time, he was an active member
of that bank's Loan and Audit Committees. Mr. Marinello has also served as a
director of several privately held companies, including Allied Plating Supplies,
Inc. (Chairman), Arch Drain Block Co. (Chairman), Brick Oven Pizzeria and Royal
Sport, Inc. Mr. Marinello is a graduate of the University of Miami, where he
received a Bachelor's degree in Finance.



Philip C. Modder: Mr. Modder, Director of the Company, served as
President of Southern Security Bank Corporation from 1992 to February 2000 and
as its Regional President Palm Beach County from February 2000 to the present.
Mr. Modder has been involved in the banking industry in Palm Beach County for
over 25 years. Modder was educated at the University of Wisconsin, Racine,
Wisconsin, Evangel College, Springfield, Mo., and Florida Atlantic University,
which granted him a B.S. Degree in 1969, in Finance and Accounting. Prior to
organizing the subject Company, Mr. Modder was President and CEO and an
organizing director of Mizner Bank located in Boca Raton, Florida, from March
1987 to May 1992. Prior thereto, Mr. Modder served as Senior Vice President of
Caribank of Palm Beach County, as Senior Vice President and Area Manager of
Atlantic National Bank for five years and Vice President and Branch Manager for
eight years at Sun Bank. Mr. Modder serves as a Director and was a past Chairman
of the Boca Raton Chamber of Commerce, and also serves as Chairman of the Boca
Raton Airport Authority. Mr. Modder has also served as an instructor for the
American Institute of Banking.



Stephen Perrone: Mr. Perrone is Founder and President of
Brickell Bay Capital Group, a private investment firm, which was formed in 1996.
Prior to this, Mr. Perrone was a Partner with the Law Offices of Shutts & Bowen
in Miami, Florida where he began his law career in 1968. During his time as a
Partner at Shutts & Bowen, Mr. Perrone was involved in corporate mergers and
acquisitions; formation and structuring of investment vehicles for U.S. and non-U.S.
investors and businesses and U.S. income and estate planning matters. Mr.
Perrone is also a Certified Public Accountant, licensed in Florida. Mr. Perrone
has been active in community affairs, having been past President of the Miami
Downtown Lions Club, and the Coral Gables - South Miami Khoury Baseball League,
where he was active for twelve years. He was a founding member and still is on
the Board of the Archdiocese of Miami Education foundation. He has also served
on the Boards of Gulliver Schools and the Miami City Ballet.



Eugene J. Strasser, M.D.: Dr. Strasser did his undergraduate and
Pre-Med work at Loyola College and the University of Maryland where he graduated
in 1968. He attended the University of Maryland Medical School in Baltimore,
Maryland where he graduated in 1972. He is licensed by the American Medical
Board as a Board Certified General Surgeon and a Board Certified Plastic and
Reconstructive Surgeon. He has established his own private hospital, Cosmeplast
Center, in Coral Springs, Florida, where he has practiced medicine since 1981.



Alberto Valle: Mr. Valle has served as a Director of PanAmerican
Bank since 2000. He is a Member of the Director's Loan & Discount Committee,
Asset/Liability & Investment Committee, and the Audit & Examining Committee. Mr.
Valle attended the Havana Institute in Havana, Cuba, where he received his
Bachelor in Science. He has been employed with BMC Investments, Athlone of
Florida, Inc. since 1987, where he is responsible for the direct supervision of
the construction and administration of new developments in Stuart, Florida, Real
Estate Holdings in Palm Beach County, and related Corporations. Mr. Valle was a
Director of Commercial Trust Bank from 1988 to 1993, when it was sold. He also
served as Vice President and Lending Officer for Commercial Bank & Trust Company
from 1985 to 1988.



Floyd D. Harper: Mr. Harper, who has been Vice President of the
Company since 1997 (and Senior Vice President and Cashier of the Bank since
1994), graduated with honors from Northwood University, West Palm Beach, Florida
with a Business Administration Degree, received a Degree from University of
Virginia Graduate School of Retail Bank Management, and has been designated a
Certified Consumer Credit Executive. From January 1993 to October 1994, Harper
was engaged by the Resolution Trust Corporation in the disposition of failed
banking institutions of over $12 Billion, as Regional Vice President, Branch
Administration, and dealt with deposit acquisition and operational efficiency.
Prior to 1993, Harper was Executive Vice President, Chief Operating Officer for
Southern National Bank, was Vice President & District Manager for Chase
Manhattan Bank (Florida) handling upscale lending, and served with Atlantic
National Bank and Barnett Bank in South Florida.



NOMINATIONS



At the Company's board of directors meeting held on February
26. 2002, Messrs. Nelson Famadas and Michael Golden were nominated as directors
of the Company, subject to shareholder and bank regulatory approval. Dr. Famadas has served as
Chairman and CEO of World Triumph Medical, Inc. a durable medical equipment
supplier for homebound patients since April 1994, and as Chairman and CEO of
Gables Holdings, Inc., a diversified real estate holding company, since January
1995. Dr. Famadas serves on the Board of various civic and charitable
organizations both in Puerto Rico and Florida. He is also a member of the board
of a community-based Home Health Agency, as well as of two non-profit Hospitals.
He is also presently an Adjunct Professor at Florida International University=
s School of Business Administration, lecturing in Operations Management. Mr.
Golden has been in the Investment Banking industry for over thirty years. Mr.
Golden is currently a principal with the firm Colonial Financial in Boca Raton,
Florida since 2001. Previously he was the President and Chairman of First
Colonial Securities from 1989 to 2000. Mr. Golden has served on the boards of
four commercial banks and many public companies over the course of his career.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission reports of ownership and changes in ownership
of common stock of the Company. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.



Based solely on review of the copies of Section 16(a) reports
furnished to the Company, the Company believes that none of the foregoing
persons failed to file during 2001 on a timely basis, as disclosed in those
forms, reports required to be filed by Section 16(a) of the Exchange Act.



ITEM 10. EXECUTIVE COMPENSATION



COMPENSATION OF MANAGEMENT



The following Table shows information concerning annual and
long-term compensation to certain Executive Officers for services to the Company
for the years ended December 31, 2001, 2000, and 1999. The table includes
information on the Company's President and CEO , Harold L. Connell, Director and
Regional President Palm Beach County, Philip C. Modder, and the Bank's President
and CEO Hugo A. Castro, (collectively, the "Named Executive Officers"). No other
current executive officer earned more than $100,000 in salary and bonus in 2001.



|                                 | Annual Compensation | Long-Term Compensation
|-------------------------------- | ------------------- | ----------------------
|Name and 
    Principal Position | Year                | Salary                
|Harold L. Connell,               | 2001                | $125,000              
|President and CEO                | 2000                | $125,000              
|                                 | 1999                | $ 0                   
|Philip C. Modder, Director       | 2001                | $125,000              
|& Regioanl President Palm        | 2000                | $125,000              
|Beach County                     | 1999                | $125,000              
|Hugo A. Castro,                  | 2001                | $150,000              
|President & CEO                  | 2000                | $125,000              
|PanAmerican Bank                 | 1999                | $ 0                   





(1)        Includes Term Life Insurance premiums and automobile
allowances of $10,800 to Messrs. Modder, Connell and Castro.



The following table shows information concerning options granted
to Named Executive Officers during the fiscal year ended December 31, 2001.

Option / SAR Grants in Last Fiscal Year



|Name              | Number of Securities Underlying Options/ SAR's Granted | % of Total Options/SAR's Granted to Employees in Fiscal
    Year | Exercise or
    Base Price($/Share) | ExpirationDate
|----------------- | ------------------------------------------------------ | ---------------------------------------------------------------- | ----------------------------------- | --------------
|Harold L. Connell | 0                                                      | 0%                                                               | -0-                                 | -0-           
|Hugo A. Castro    | 0                                                      | 0%                                                               | -0-                                 | -0-           
|Philip C. Modder  | 0                                                      | 0%                                                               | -0-                                 | -0-           



The following table shows information concerning option
exercises and year-end option values for options held by the Named Executive
Officers.



Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option SAR Values

|Name              | Shares Acquired on Exercise | Value Realized | Number of Securities Underlying Unexercised Options/SAR's
    at FY-End | Value of Unexercised In-the-Money Options/SAR's at FY-End
|----------------- | --------------------------- | -------------- | ----------------------------------------------------------------------- | ---------------------------------------------------------
|Philip Modder     | -0-                         | -0-            | 444,489 / 0                                                             | $-0-(2)                                                  
|Harold L. Connell | -0-                         | -0-            | 58,333 / 66,167                                                         | $-0-(3)                                                  
|Hugo A. Castro    | -0-                         | -0-            | 116,666 / 133,334                                                       | $-0-(3)                                                  



(1) There is no market for the Company's Common Stock, and any
shares issued upon exercise of the options would have been restricted under the
Securities Act.

(2) Average option exercise price was $0.43 per share

(3) Average option exercise price was $0.35 per share.



EMPLOYMENT AGREEMENTS



Philip C. Modder has an Employment Agreement with Southern
Security dated June 11, 1992 as amended June 30, 1997 (as so amended, the
"Employment Agreement"). The Employment Agreement provided that Modder would
serve as Southern Security's Chief Executive Officer and Chairman of the Board.
By mutual agreement and order of the Board of Directors of Southern Security on
February 14, 2000 and subsequently approved by bank regulators, Mr. Modder's
position was changed to Treasurer. The Employment Agreement provides that Mr.
Modder shall serve for a five year term from June 11, 1997, except if Southern
Security does not deliver written notice to the respective executive at least
six months prior to the end of the term it shall automatically renew for an
additional five year term. As currently in effect, the Employment Agreement
provides for the following compensation to the executive: Southern Security will
pay a base salary of $125,000 per year, an automobile allowance of $900 per
month, and will pay for comprehensive medical and dental insurance.



Harold L. Connell has an Employment Agreement with Southern
Security dated April 25, 2000 that expires March 31, 2002 unless either party
notifies the other, sixty days prior to the ending date. Such notice was
delivered in January 2002. Mr. Connell's Employment Agreement provides that he
will receive: a minimum base salary of $125,000; health, hospitalization, and
disability benefits; life insurance; an automobile or an automobile allowance;
and participation in an executive incentive bonus plan. Mr. Connell's Employment
Agreement also provided for the grant to him of options to purchase 125,000
shares of Class A common stock at $.35 per share that vested as to 25,000 shares
on April 1, 2000, and as to the options for the remaining 100,000 shares, one
third at the end of each successive year. The options are exercisable for a
period of 5 years after vesting, but terminate 90 days after his separation from
employment for any reason.



Hugo A. Castro has an Employment Agreement with Southern
Security dated April 25, 2000 that expires March 31, 2002 unless either party
notifies the other, sixty days prior to the ending date. No such notice was
delivered in 2002. Mr. Castro's Employment Agreement provides that he will
receive: a minimum base salary of $125,000; health, hospitalization, and
disability benefits; life insurance; an automobile or an automobile allowance;
and participation in an executive incentive bonus plan. Mr. Castro's Employment
Agreement also provided for the grant to him of options to purchase 250,000
shares of Class A common stock at $.35 per share that vested as to 50,000 shares
on April 1, 2000, and as to the options for the remaining 200,000 shares, one
third at the end of each successive year. The options are exercisable for a
period of 5 years after vesting, but terminate 90 days after his separation from
employment for any reason.



The Employment Agreements above contain provisions for
additional compensation to the executive in the event of termination. Mr. Modder,
Mr. Castro and other executive officers of the Company and the Bank will be
considered for inclusion in a management incentive bonus plan and the executive
stock option plan which will be presented for board consideration in the near
future.



COMPENSATION OF DIRECTORS



At present the Company does not compensate any of its directors
for their services to the Company as directors, although it may do so in the
future. The Company may reimburse its directors for their costs incurred for
attending meetings of the Board of Directors. The Board has created a
Compensation Committee which will be responsible for negotiating any future
Employment Agreements, their amendments, stock option plans, 401-K's, and other
compensation agreements for executive officers.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 29, 2002, by each
person known by the Company to be the beneficial owner of more than five percent
of all Classes of the Company's voting securities.



|Name and Address of
    Beneficial Owner                            | Number of
    Shares | % of Outstanding
    Shares
|------------------------------------------------------------------- | -------------------- | ---------------------------
|                                                                    |                      |                            
|First Bancorp
    1519 Ponce de Leon Ave 
    San Juan, PR 00908    | 1,865,329            |                            
|                                                                    |                      |                            
|Stephen Perrone 
    3475 Sheridan St 
    Hollywood, FL 33021      | 1,570,149 (2)        |                            
|                                                                    |                      |                            
|Martin & Edith Stein 
    3475 Sheridan St 
    Hollywood, FL 33021 | 1,425,649            |                            
|                                                                    |                      |                            
|Philip C. Modder 
    3475 Sheridan Street 
    Hollywood, FL 33021 | 1,181,712 (3)        |                            



(1) Based on information supplied by the persons indicated.

(2) Includes 571,428 shares owned by Mr. Perrone's IRA and
998,721 shares owned by corporations to which he has sole voting and investment
power.

(3) Includes options to purchase 444,489 shares that are
exercisable within 60 days, and 91,844 shares owned by Mr. Modder's wife.



The following table sets forth information concerning the
beneficial ownership of the Company's Common Stock beneficially owned by each
director of the Company, by each executive officer of the Company named in the
compensation table, and by all directors and executive officers of the Company
as a group, as of March 29, 2002. Both the numerator and denominator include
options as if exercised.



|Name (1)                                                       | Shares of
    Common Stock | Percent (%)
    Of Class
|-------------------------------------------------------------- | -------------------------- | ------------------------
|James F. Partridge                                             | 656,535                    |                         
|Harold L. Connell                                              | 520,237                    | (2)                     
|Robert D. Butler, Jr.                                          | 41,891                     | (3)                     
|Timothy S. Butler                                              | 474,675                    | (4)                     
|Sam S. Caliendo                                                | 227,382                    |                         
|Hugo A. Castro                                                 | 611,904                    | (5)                     
|Harold C. Friend                                               | 465,913                    | (6)                     
|Leonard F. Marinello                                           | 671,428                    |                         
|G. Carlton Marlowe                                             | 554,993                    | (7)                     
|Philip C. Modder                                               | 1,181,712                  | (8)                     
|Stephen Perrone                                                | 1,570,149                  | (9)                     
|Eugene J. Strasser                                             | 383,060                    | (10)                    
|Alberto Valle                                                  | 0                          |                         
|Floyd D. Harper                                                | 3,000                      |                         
|All directors & executive
    officers as a group (14 persons) | 7,362,879                  |                         



(1) The business address of each of the persons identified above
is at Southern Security Bank Corporation, P.O. Box 6699, Hollywood, Florida
33081-6699.

(2) Includes options to purchase 91,666 shares that are
exercisable within 60 days.

(3) Includes options to purchase 11,841 shares that are
exercisable within 60 days.

(4) Includes 83,334 shares owned by a trust to which Mr. Butler
has sole voting and investment power and options to purchase 159,174 shares that
are exercisable within 60 days.

(5) Includes options to purchase 183,333 shares that are
exercisable within 60 days.

(6) Includes options to purchase 19,953 shares that are
exercisable within 60 days and 134,211 shares owned by Mr. Friend as custodian
for his children.

(7) Includes 468,219 shares owned by The Marlowe Family Ltd.
Partnership

(8) See footnotes to preceding table.

(9) See footnotes to preceding table.

(10) Includes 272,620 shares owned by Eugene Strasser's wife and
options to purchase 100,841 shares that are exercisable within 60 days.

ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS



CERTAIN TRANSACTIONS



In December 2001, in order to comply with the capital
requirements for consummating the PanAmerican Bank transaction, several of
Southern Security's directors purchased an aggregate of 487,235 shares of Common
Stock for $229,000 under a private offering in reliance upon the exemptions from
the Securities Act registration provided by sections 4(2) and 4(6) and Rule 506
of the SEC for sales by an issuer solely to accredited investors and not
involving any public offering.  The shares were sold at the per share price
used in the acquisition, and no director purchased $60,000 or more of the stock.





ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



Exhibits. The following exhibits are filed as part of this
report.



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 Financial Corporation, dated November 12, 1997 (changing
name to Southern Security Bank Corporation) (1)

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

(d)   Certificate of Amendment of Incorporation of Southern
Security Bank Corporation dated December 21, 1999 (3)

(e)   Certificate of Amendment of Certificate of Incorporation
of Southern Security Bank Corporation, dated November 13, 2001 - (10)



(ii)   By-laws of the registrant (4)



4.1       Stock Certificate for Common Stock -  filed
herewith.



10.1     Executive Employment Agreement of Philip C. Modder,
dated June 11, 1992, together with Amendment No.1 thereto (4) *



10.2     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 (4) *



10.3     Agreement between Southern Security Bank Corporation
and the Federal Reserve Bank of Atlanta, dated February 13, 1995 (5)



10.4     Agreements, dated June 30, 1999, between Philip C.
Modder and Southern Security Bank Corporation, concerning compensation under his
Employment Agreement (6) *



10.5     Termination Agreement with James L. Wilson, dated
February 11, 2000 (3)*



10.6     Agreements, dated March 31, 2000, between Philip C.
Modder and Southern Security Bank Corporation, concerning compensation under his
Employment Agreement (8) *



10.7     Executive Employment Agreement dated April 1, 2000,
between Harold L. Connell and Southern Security Bank Corporation (7) *



10.8     Termination of Agreement Interest between Southern
Security Bank Corporation and the Federal Reserve Bank of Atlanta, dated January
25, 2001 (8)



10.9     Asset Purchase Agreement between PanAmerican Bank and
Southern Security Bank Corporation and Southern Security Bank, dated May 15,
2001 - (9)



10.10     Executive Employment Agreement dated April 1, 2000,
between Hugo A. Castro and Southern Security Bank - filed herewith *



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



15.0     Letter on Unaudited Interim Financial Information - N/A



18.0     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



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



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-KSB of the registrant
filed on July 1997.



(3)       Filed as an exhibit to From 10-KSB of the registrant
filed on March 31, 2000.



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



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



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



(7)       Filed as an exhibit to Form 10-QSB of the registrant
filed on May 16, 2000.



(8)       Filed as an exhibit to Form 10-KSB of the registrant
on March 28, 2001.



(9)       Filed as an exhibit to Form 10-QSB of the registrant
on August 14, 2001.



(10)     Filed as an exhibit to Form 10-QSB of the registrant
on November 14, 2001.



*     Management compensation plan or arrangement.





SIGNATURES



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                                               
|-------------- | ---------------------------------------------------------------------------------
|March 29, 2002 | By:s/ Harold L. ConnellName: 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: |  |                           |                
|                                 |  |                           |                
|/s/ Harold L. Connell            |  | Chief Executive Officer   | March 29, 2002 
|Harold L. Connell                |  |                           |                
|                                 |  |                           |                
|(ii) Principal Accounting and    |  |                           |                
|Financial Officer:               |  |                           |                
|                                 |  |                           |                
|/s/ Floyd D. Harper              |  | Vice President            | March 29, 2002 
|Floyd D. Harper                  |  | And Secretary             |                
|                                 |  | (chief financial officer) |                
|(iii) Directors:                 |  |                           |                
|                                 |  |                           |                
|/s/ James F. Partridge           |  | Chairman of the Board     | March 29, 2002 
|James F. Partridge               |  |                           |                
|                                 |  |                           |                
|/s/ Harold L. Connell            |  | President, CEO, Director  | March 29, 2002 
|Harold L. Connell                |  |                           |                
|                                 |  |                           |                
|                                 |  | Director                  | March ___, 2002
|Timothy S. Butler                |  |                           |                
|                                 |  |                           |                
|/s/ R. David Butler, Jr.         |  | Director                  | March 29, 2002 
|R. David Butler , Jr.            |  |                           |                
|                                 |  |                           |                
|/s/ Sam S. Caliendo              |  | Director                  | March 29, 2002 
|Sam S. Caliendo                  |  |                           |                
|                                 |  |                           |                
|/s/ Hugo A. Castro               |  | Director                  | March 29, 2002 
|Hugo A. Castro                   |  |                           |                
|                                 |  |                           |                
|/s/ Harold C. Friend             |  | Director                  | March 29, 2002 
|Harold C. Friend                 |  |                           |                
|                                 |  |                           |                
|/s/ G. Carlton Marlowe           |  | Director                  | March 29, 2002 
|G. Carlton Marlowe               |  |                           |                
|                                 |  |                           |                
|/s/ Leonard F. Marinello         |  | Director                  | March 29, 2002 
|Leonard F. Marinello             |  |                           |                
|                                 |  |                           |                
|/s/ Philip C. Modder             |  | Director                  | March 29, 2002 
|Philip C. Modder                 |  |                           |                
|                                 |  |                           |                
|                                 |  | Director                  | March ___, 2002
|Stephen Perrone                  |  |                           |                
|                                 |  |                           |                
|/s/ Eugene J. Strasser           |  | Director                  | March 29, 2002 
|Eugene J. Strasser               |  |                           |                
|                                 |  |                           |                
|/s/ Alberto Valle                |  | Director                  | March 29, 2002 
|Alberto Valle                    |  |                           |                









EXHIBIT INDEX

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 Financial Corporation, dated November 12, 1997 (changing
name to Southern Security Bank Corporation) (1)



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



(d)   Certificate of Amendment of Incorporation of Southern
Security Bank Corporation dated December 21, 1999 (3)



(e)   Certificate of Amendment of Certificate of Incorporation
of Southern Security Bank Corporation, dated November 13, 2001 - (10)



(ii)   By-laws of the registrant (4)



4.1       Stock Certificate for Class A Common Stock - filed
herewith.



10.1     Executive Employment Agreement of Philip C. Modder,
dated June 11, 1992, together with Amendment No.1 thereto (4) *



10.2     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 (4) *



10.3     Agreement between Southern Security Bank Corporation
and the Federal Reserve Bank of Atlanta, dated February 13, 1995 (5)



10.4     Agreements, dated June 30, 1999, between Philip C.
Modder and Southern Security Bank Corporation, concerning compensation under his
Employment Agreement (6) *



10.5     Termination Agreement with James L. Wilson, dated
February 11, 2000 (3)*



10.6     Agreements, dated March 31, 2000, between Philip C.
Modder and Southern Security Bank Corporation, concerning compensation under his
Employment Agreement (8) *



10.7     Executive Employment Agreement dated April 1, 2000,
between Harold L. Connell and Southern Security Bank Corporation (7) *



10.8     Termination of Agreement Interest between Southern
Security Bank Corporation and the Federal Reserve Bank of Atlanta, dated January
25, 2001 (8)



10.9     Asset Purchase Agreement between PanAmerican Bank and
Southern Security Bank Corporation and Southern Security Bank, dated May 15,
2001 - (9)



10.10   Executive Employment Agreement dated April 1, 2000,
between Hugo A. Castro and Southern Security Bank - filed herewith *



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



15.0     Letter on Unaudited Interim Financial Information - N/A



18.0     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



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



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-KSB of the registrant
filed on July 1997.



(3)    Filed as an exhibit to From 10-KSB of the registrant
filed on March 31, 2000.



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



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



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



(7)    Filed as an exhibit to Form 10-QSB of the registrant
filed on May 16, 2000.



(8)    Filed as an exhibit to Form 10-KSB of the
registrant on March 28, 2001.



(9)    Filed as an exhibit to Form 10-QSB of the registrant on
August 14, 2001.



(10)  Filed as an exhibit to Form 10-QSB of the registrant on
November 14, 2001.



* Management compensation plan or arrangement.