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, 1997

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

            For the transition period from ______ to ________

            Comission File Number:    0-22911

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


           Delaware                                  65-0325364
       (State or other jurisdiction                (IRS Employer        
        of incorporation)                           Identification No.)


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


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

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

                                        Class A Common Stock, $.01 par value
                                                Title of each class

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days. Yes
__X__ No ______

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

State issuer's revenues for the most recent fiscal year $1,579,285

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
23, 1998 would have been $7,125,095. 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.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  (i) Class A Voting Common Stock -
5,266,396; (ii) Class B Non-Voting Common Stock - None.

                                     DOCUMENTS INCORPORATED BY REFERENCE: None

Transitional Small Business Disclosure Format (check one):

                  Yes___; No X

<PAGE>


                                                      PART I

Item 1.  Description of Business

General

      Southern  Security Bank Corporation (the "Holding  Corporation") is a bank
holding  company  that  owns  96.6% of  outstanding  capital  stock of  Southern
Security Bank (the "Bank").  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. On December
31,  1997,  the  Holding  Corporation  and its  subsidiary  Bank  (collectively,
referred  to  herein  as  the  "Company")  had  consolidated   total  assets  of
$_________,  total  deposits  of  $__________,  net loans of  $__________,  and
stockholders equity of $_______.

      The  Company,   including   the  Bank  and  the  offices  of  the  Holding
Corporation,  is located at 3475 Sheridan Street, Hollywood,  Florida 33021. Its
telephone number is (954) 985-3900.

Historical Development

      The predecessor of the Holding  Corporation was incorporated under the law
of Florida on April 8, 1992 under the name PCM Acquisition  Group,  Inc ("PCM").
PCM was reorganized  under the Florida law under the name Southern Security Bank
Corporation  ("SSB") 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,  the name of the  Bank was  changed  to
Southern Security Bank. During the period since the Acquisition,  management has
strived to bring the Bank into  compliance  with  regulatory  guidelines  and to
position  the Company  for growth.  Classified  and  non-performing  assets were
liquidated as quickly as possible consistent with the avoidance of undue losses.
New procedures  were adopted and old  procedures  were updated and rewritten for
the purpose of verifying the quality of all new loans.  Management believes that
the  following  Bank  statistics  are  indicative  of the progress that has been
achieved since the time of the Acquisition.

                                                      At 12/16/93  At 12/31/97

Net Loan Portfolio Balance at end of Period           $ 6,951,096  $ __________
Charge-Off Devalued/Impaired Earning Assets           $ 1,202,000  $ __________
Total Classified Assets and Owned Real Estate         $ 3,970,999  $ __________
Total Assets of Bank affiliate 12/16/93 and 12/31/97  $13,089,724  $ __________


Total Capital of Bank affiliate 12/16/93 and 12/31/97 $   288,381  $ __________

Total Classified Loans as a Percent of Total Loans         48.46%         ____%

      On November 10, 1997, SSB was merged (the "Merger") with Southern Security
Financial  Corporation,   a  Delaware  corporation  ("SSF"),  with  the  Holding
Corporation  being the surviving  corporation  under the name Southern  Security
Bank  Corporation.  Prior to the Merger,  SSF had 279 shareholders of record, no
substantial assets and no operating history. The Class A Common Stock of SSF was
registered under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), on September 29, 1997. As a result of the Merger, the former shareholders
of the Company  obtained  95% of the  outstanding  capital  stock of the Holding
Corporation, and the former shareholders of SSF obtained 4.9% of the outstanding
capital  stock of the  Holding  Corporation.  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 the Company's  Class A Common Stock through:
(i) registering the Class A Common Stock under the 1934 Act; (ii) increasing the
number of stockholders  from 110 to 389; and (iii)  reincorporating  the Holding
Corporation under the law of Delaware.


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
full-service  community banking office.  The Bank engages in general  commercial
banking providing a wide range of loan and deposit services.  As of December 31,
1997,  the  Bank  had  approximately   1,100  deposit  accounts  and  500  loans
outstanding.  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  operates 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  Banking.  Correspondent  banking  involves  one  bank
providing  services to another bank which cannot provide that service for 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
Compass Bank of  Birmingham,  Alabama and  Independent  Bankers Bank of Orlando,
Florida 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 one office, which is located in Hollywood, Florida. The
Bank  considers its primary  market and service area to be the City of Hollywood
and  surrounding  towns of Broward and Palm Beach  Counties.  The  population of
Hollywood 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.  Boca Raton, where the Company proposes to open a new main 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.

Employees

            The Company has 12 full time  employees  at the Bank level and three
employees at the Holding  Corporation  level.  The  Company's  employees are not
unionized, and the Company considers its employee relations to be excellent.

Supervision and Regulation

            Upon its initial  acquisition  (change of control occurred 12/16/93)
of a financial  institution,  the Company "obtained" a charter from the State of
Florida  for a State  bank and a member  of the  Federal  Reserve  System.  As a
Fed-member  State Bank,  the Bank is be 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 quarterly and annual  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
will  generally  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 applicable
to companies (including the Holding Corporation)  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.  

           The Bank is  subject  to  agreements  with the FRB and with the State
Comptroller and Banking  Commissioner  of Florida  pursuant to which the Bank is
prohibited  from  declaring or paying any dividends  without their prior written
consent.  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  quarterly  statutory  assessment.  Under  FDICA,  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  principal  in any type of
activity  that  is  impermissible  for a  national  bank,  including  activities
relating to insurance and equity investments. FDICIA also recodifies current law
restricting  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 the Company and the Bank. Numerous other statutes and regulations have
an  impact  on  the  operations  of  the  Company  and  the  Bank.  Supervision,
regulation,  and  examination  of  banks  by the bank  regulatory  agencies  are
intended primarily for the protection of depositors, not shareholders.

            Commitments  to Florida  Department  of  Banking  and  Finance.  The
Company  entered  into  specific  agreements  with the FRB and the FDBF  when it
initially offered securities prior to the acquisition of the Bank, including the
following: (1) The Bank may not pay dividends or management fees for the purpose
of paying the salaries or employment contracts of Wilson or Modder without prior
approval from the FDBF;  (2) the Bank may not pay dividends to its  shareholders
without the approval of the FDBF; (3) the Company  confirmed that the employment
contracts  between  Modder and Wilson are with the  Holding  Company and are not
obligations of the Bank; (4) Messrs.  Wilson and Modder will not become officers
of the Bank  without  prior  approval of the FDBF;  and (5) the FDBF did not and
will not approve or  disapprove  the  disclosure  materials  for any offering of
securities or any aspects of the employment  agreements between Modder,  Wilson,
and the Company.

            Insurance of Deposits.  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.

            Bank Branching.  Florida banks are permitted by statute to branch 
statewide.  Such branch  banking,  however,  is subject to prior approval by the
FDBF and the FDIC.  Any  approval by the FDBF 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  and the  FDIC  for  purposes  of
determining whether approval should be granted to open a branch office.

Competition

            The Company  operates in a  competitive  environment,  where it must
compete with numerous other  financial  entities.  In one or more aspects of its
business,  the Company  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  the  Company'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 the  Company's  market area offer  certain
services, such as trust, investment and international banking, which the Company
does  not  offer.  To  compete,  the  Bank  relies  upon  specialized  services,
responsive  handling of customer needs,  and personal  contacts by its officers,
directors and staff.  In those  instances where the Company 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 a correspondent relationship.

            Since September 1995,  certain bank holding companies are authorized
to acquire banks  throughout  the United States.  In addition, since June 1,
1997,  certain banks are permitted to merge with banks  organized  under the
law of other states. 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 the Company and for
the  Company  to  be  placed  in   competition  in  the  future  with  financial
institutions with which it does not currently compete.  As a result, the Company
may be expected to encounter intense  competition within its market area for the
foreseeable future.

Plan of Development

     The long-term  business  plan of the Company is to  strengthen  the capital
base of the Bank and then to generate  additional  capital through leveraging of
the earning assets which could be used in conjunction with the Bank's charter as
a vehicle to branch into other affluent banking markets. In December,  1997, the
Company  commenced a private  offering for $5 million of common stock.  Although
the Bank has not achieved break-even earnings level, management believes that if
at least $1  million  in  additional  equity  for the Bank is  received  in this
Offering,  then the Bank will have a  sufficient  capital  base to  achieve  and
sustain profitable operations.


Item 2. Description of Property

     The Company's  headquarters  and full service  community  banking office is
located at 3475 Sheridan Street, Hollywood, Florida 33021. 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.  Management
believes that its leased  facilities are adequate and well suited to its current
operations.


Item 3. Legal Proceedings

The Company is not a party to, nor is its  property the subject of, any material
pending legal proceeding.


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

During the  fourth  quarter of 1997,  no matter was  submitted  to a vote of the
Company's shareholders.



                                                      PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

            (a) There is no  public  trading  market  for the  Company's  common
equity.

            (b) On March 1,  1998,  there  were 390  holders  of  record  of the
Company's  Class A Voting Common Stock,  and no shares of the Company's  Class B
Non Voting Common Stock were issued or outstanding.

            (c) Dividends.  The Company 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.  The Company  currently  intends to
reinvest earnings, if any, in the development and expansion of its business. The
determination  of the Board of  Directors  of the  Holding  Company  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 the Holding Corporation to pay dividends is subject to
statutory  restrictions  on cash dividends  applicable to Florida  corporations.
Further, the Holding Corporation'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. The Company is also subject to certain regulatory  restrictions imposed by
the Federal  Reserve  Board on the payment of dividends by member banks to their
stockholders,  and by the  terms  of  agreements  with  the FRB  and  the  State
Comptroller and Banking Commissioner of Florida.

             (d)  Sales of unregistered securities.  On November 10, 1997,
Southern Security Bank Corporation,  a Florida corporation  ("SSB"),  was merged
with  and  into the  registrant  (the  "Merger").  As a  result  of the  Merger,
4,970,204  shares of Class A Common  Stock of SSB were  converted  into the same
number of shares of Class A Common Stock of the registrant. A description of the
Merger  is  presented  in the  registrant's  Form  8-K  Report  filed  with  the
Securities and Exchange Commission on November 25, 1997 and its Form 8-K/A filed
on  February  2, 1998.  To the extent  that the Merger  constituted  a "sale" as
provided in Rule 145 under the Securities  Act of 1933 (the "Act"),  it was made
in reliance on the exemption from  registration  provided by Section 4(2) of the
Act. Facts considered  relevant to the availability of the exemption provided by
Section 4(2)  include:  (i) the Board of Directors  of SSB, who  considered  and
approved the Merger on behalf of SSB as directors,  voted their shares of SSB to
approve the Merger,  and such shares were by  themselves  provided a  sufficient
vote to cause the Merger to be approved by SSB; and (ii) no  shareholder  of SSB
has resold any of the  shares of the  registrant  received  in the  Merger,  and
Management  believes  that no such  shares  will be  re-sold  except  based upon
registration or an appropriate exemption from registration.  Management believes
that other than any securities sold in the Merger,  no other shares were sold by
the registrant during its fiscal year ended December 31, 1997.

Item 6.  Management's Discussion and Analysis or Plan of Operation

                           [TO BE FILED BY AMENDMENT]


Item 7.  Financial Statements

                           [TO BE FILED BY AMENDMENT]


Item 8.  Changes in Accountants and Disagreements with Accountants on Accounting
         and Financial Disclosure

            On September 24, 1996, the Board of Directors  selected  McGladrey &
Pullen,  LLP  ("McGladrey  &  Pullen")  as  the  Company's   independent  public
accountants  for the 1996, 1997 and 1998 fiscal years.  Deloitte & Touche,  LLP.
("Deloitte")  had been under a three year  commitment  with the  Company for the
production of audited financial statements for the Bank for the years 1993, 1994
and 1995, which commitment  expired with the completion of the 1995 audit. After
a review of several competitive audit proposals,  the Board of Directors decided
by unanimous  vote at its  September  24, 1996 Board  meeting  that  McGladrey &
Pullen  would be the  accountants  for the  Company  for the next  three  years,
beginning  with the 1996 audit.  Deloitte was the  independent  accounting  firm
which  audited the  financial  statements  of the Bank for each fiscal year from
1993 through 1995. Deloitte's reports on the Bank's financial statements for the
past two fiscal  year's did not  contain an  adverse  opinion or  disclaimer  of
opinion,  and was not  qualified or modified for  uncertainty,  audit scope,  or
accounting principles.  

     1. During the  Company's  two most recent  fiscal years and any  subsequent
interim period preceding the date of the selection of McGladrey & Pullen,  there
were no  disagreements  between  the  Company  and  Deloitte  on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
the Deloitte,  would have caused it to make  reference to the subject  matter of
the disagreement in connection with its report.

     2. During the  Company's  two most recent  fiscal years and any  subsequent
interim period  preceding the date of the selection of McGladrey & Pullen,  none
of the  following  events  occurred:  (a) Deloitte  advised the Company that the
internal  controls   necessary  for  the  Bank  to  develop  reliable  financial
statements did not exist;  (b) Deloitte having advised the Bank that information
has  come  to its  attention  that  had led it to no  longer  be able to rely on
management's  representations,  or that made it unwilling to be associated  with
the financial statements prepared by management; (c) (1) Deloitte having advised
the Bank of the need to expand  significantly  the scope of its  audit,  or that
information  had come to its  attention  during  the such time  period,  that if
further  investigated might (i) materially impact the fairness or reliability of
either: a previously issued audit report or the underlying financial statements;
or the financial  statements  issued or to be issued covering the fiscal periods
subsequent  to the date of the most recent  financial  statements  covered by an
audit  report  (including  information  that may  prevent it from  rendering  an
unqualified audit report on those financial statements),  or (ii) cause it to be
unwilling to rely on  management's  representations  or be  associated  with the
registrant's  financial  statements;  and (2) due to the  failure  to  reappoint
Deloitte as accountants  for the Bank or for any other reason,  Deloitte did not
so expand the scope or its audit or conduct such further  investigation;  or (d)
(1) Deloitte having advised the Bank that  information has come to its attention
and that it had concluded that the information  materially  impacts the fairness
or reliability of either (i) a previously  issued audit report or the underlying
financial  statements,  or (ii) the financial  statements issued or to be issued
covering  the  fiscal  period(s)  subsequent  to the  date  of the  most  recent
financial  statements  covered by an audit report  (including  information  that
unless resolved to Deloitte's  satisfaction,  would prevent it from rendering an
unqualified  audit  report  on those  financial  statements;  and (2) due to the
failure  to  reappoint  Deloitte  as  accountants  for the Bank or for any other
reason, the issue has not been resolved to its satisfaction.

     During the Company's  two most recent  fiscal years and any interim  period
prior to March 30, 1996,  the Company (or someone  acting on its behalf) did not
consult  McGladrey & Pullen  regarding either any matter that was either (i) the
subject of a disagreement  as described in paragraph  number "1" above,  or (ii)
the subject of any event described in paragraph number "2" above.

                                                     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    Age  Position                      Position Since

Philip C. Modder        3yr    57    Chairman of the Board        June, 1992
                                     President

James L. Wilson         3yr    53    Vice Chairman                June, 1992
                                     Chief Executive Officer

Timothy S. Butler**     2yr    46    Director                     December, 1992

Eugene J. Strasser      2yr    50    Director                     December, 1992

Harold C. Friend        1yr    50    Director                     December, 1994

Robert D. Butler, Jr**  1yr    48    Director                     December, 1994

**    Timothy S. Butler and Robert 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 filed by a  majority  vote of the  directors  then
remaining in office;  However,  any additional Directors or vacancies filled may
not take office nor serve,  until proper  applications and disclosures are filed
with the FRB, for prior approval  therefrom.  Once approval is obtained from the
FRB, director[s] may thereafter take office and serve in that capacity.  Certain
information  with  respect  to the  background  of each  director  and the three
executive officers of the Company is set forth below.

            Philip C. Modder:  Mr.  Modder,  President of the Company,  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.,  Palm Beach  Junior  College,  Lake Worth,  Fl.,  and Florida
Atlantic  University,  which granted him a B.S.  Degree in 1969, in the academic
areas of Finance and Accounting.  Prior to organizing the subject  Company,  Mr.
Modder was  President and Chief  Executive  Officer and  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.  In 1988,  Caribank  of Palm Beach  County was merged  into its  parent,
Caribank of Dania.

Prior to that time,  Modder  previously served 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.

            James L. Wilson: Mr. Wilson, Chief Executive Officer of the Company,
has been involved in banking and the finance industry in Florida since 1970, was
educated at Union College with degree  granted in 1968 in the academic  areas of
Mathematics and Organic Chemistry.  Prior to organizing the Company,  Mr. Wilson
was Executive  Vice  President and Senior  Lending  Officer of Boca Bank in Boca
Raton, Florida from June 1990 to June 1992. Prior thereto, from June 1985 to May
1990, Wilson was a Principal of Bayshore  Investments,  Tampa,  Florida,  a real
estate finance and property management  company.  Wilson in the early 1980's was
Vice  President,  and Senior Real Estate  Lending  Officer for  Southeast  Bank,
Tampa,  Florida.  Wilson  also held  various  positions  with  Royal  Trust Bank
(Canada),  N.A.  with USA offices in Miami;  while at Royal Trust,  Wilson was a
member of the Bank  Acquisition  team,  which  purchased  and/or examined over a
billion dollars in banking  companies.  Wilson's biography has been published in
multiple  editions  of Who's Who of America,  the South and South West,  and the
World since 1984.  Mr. Wilson has also served as an instructor  for the American
Institute of Banking.

            Timothy S. Butler:  Mr. Butler was born in Fort Lauderdale and 
graduated from Pompano Beach High School in 1967. He 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.

            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, MD.
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 small, private hospital,  CosmoPlast Center,
in Coral Springs, Florida, where he has practiced medicine since 1981.

            Harold C.  Friend,  M.D.:  Dr.  Friend has been a resident  of South
Florida for 21 years. He received his B.A. from the University of Texas, and his
M.D.  degree from the University of Texas  Southwestern  Medical School in 1972.
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.

            Robert David Butler, Jr.:  Mr. Butler was born in Boca Raton,
Florida and was reared in Deerfield Beach,  Florida.  He 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 corporate headquarters of Regit Enterprises.

            Floyd  Harper:  Vice  President  of the  Company  (and  Senior  Vice
President  and  Cashier of the Bank),  47,  graduated  in 1972 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
thereby. 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.

            Peter Stec,  Senior Vice President and Senior Lending Officer of the
Bank,  44, has been involved in community  banking since 1980 and is experienced
in   rehabilitating   loan   portfolios   and  in   originating   new  borrowing
relationships.  Stec was educated at the  University of Dayton,  Ohio,  where he
received a degree in Business  Administration  granted in 1975.  He has attended
the  Stonier  Graduate  School of  Banking  and is a  Certified  Lender-Business
Banking,  recognized  by the  American  Bankers  Association.  From June 1987 to
October 1989,  Stec managed a 75 employee  lending unit consisting of Commercial
Lending,  Loan Operations,  Credit  Administration,  as Senior Vice President of
First American Bank, a $1.5 Billion Florida banking company.  From November 1989
to March 1993, Stec served as Vice President and Commercial  Lending Manager for
Boca Bank, Boca Raton,  Florida, and from June 1985 to May 1987 served as a Loan
Officer for Southeast Bank and Florida Coast Bank in South Florida.

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 such  reports  furnished  to the
Company,  the Company  believes that,  during the 1997 fiscal year subsequent to
the  Company's  registration  under the  Securities  Exchange Act, the following
directors,  officers, and holders of more than 10% of the Company's common stock
failed  to file Form 3 Reports  with  respect  to  beneficial  ownership  of the
Company's  securities:  Philip C. Modder,  James L.  Wilson,  Timothy S. Butler,
Eugene J. Strasser,  Harold C. Friend,  Robert D. Butler, Jr., and Floyd Harper.
During 1997 there was no public  trading  market with  respect to the  Company's
common  stock,  and based upon the  Company's  registry of record  owners of its
common  stock  and  transfer  restrictions  on the  common  stock  owned by such
persons,  the Company believes that none of the foregoing  persons  purchased or
sold any shares of the Company's common stock during that period.


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, 1997, 1996 and 1995. The table includes  information on
the Company's Chairman and President,  Philip C. Modder, and its Chief Executive
Officer,  James L. Wilson,  (collectively,  the "Named Executive Officers").  No
other current executive officer earned more than $100,000 in salary and bonus in
1997.

<TABLE>
<CAPTION>
                        Annual Compensation                                 Long-Term Compensation
        Name and                                                                                
   Principal Position                                                                           All Other
                                                                                                Compen-
                                                                                                sation
                                                                      Securities
                             Year           Salary    Other Annual    Underlying    LTIP
                                                      Compensation    Options/      Payouts ($)
                                                                      SARs (#)
----------------------------------------------------------------------------------------------------------------

<S>                          <C>         <C>          <C>             <C>            <C>         <C>    
Philip C. Modder, Chairman   1997        $175,000     $17,000(1)      58,986        -0-          $ 8,408
and President                1996        $127,000     $17,000(1)      19,619        -0-          $ 8,408
                             1995        $149,000     $17,000(1)      18,692        -0-          $ 8,408
----------------------------------------------------------------------------------------------------------------

James L. Wilson, Chief       1997        $175,000      17,000(1)      44,240        -0-          $ 5,878
Executive Officer            1996        $103,000      17,000(1)      14,714        -0-          $ 5,878
                             1995        $125,000      17,000(1)      15,966        -0-          $ 5,878
</TABLE>

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

      The following table shows information  concerning options granted to Named
Executive Officers during the fiscal year ended December 31, 1997.

                                      Option / SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>

                        Number of Securities  % of Total Options/SAR's     Exercise or   Expiration
                        Underlying Options /  Granted to  Employees in     Base Price    Date
Name                    SAR's Granted         Fiscal Year                  ($/Share)
------------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                          <C>           <C>  
Philip Modder           59,986                57%                          $0.24         6/30/2007

James Wilson            44,240                43%                          $0.24         6/30/2007
</TABLE>

     In addition,  as Directors of the Company's Bank  subsidiary,  each Messrs.
Modder and Wilson  received 11,600 options to purchase shares of common stock of
the Bank. Such options are exercisable at the greater of 110% of the fair market
value or par value of the Bank's shares on the date of grant and are exercisable
for a period of five years from the date of grant.

      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

<TABLE>
<CAPTION>

                                                              Number of                  Value of
                                                              Securities                 Unexercised
                                                              Underlying                 In-the-Money
                                                              Unexercised                Options/SAR's
                       Shares Acquired                        Options/SAR's at FY-End    at FY-End
Name                   on Exercise      Value Realized        Exercisable/               Exercisable/
                                                              Unexercisable              Unexercisable
------------------------------------------------------------------------------------------------------------------

<S>                     <C>             <C>                   <C>                       <C> 
Philip Modder          -0-              -0-                   292,964 / 0                $-0-(1)

James Wilson           -0-              -0-                   210,586 / 0                $-0-(1)
</TABLE>

(1) Average option exercise price was $.26 per share, the approximate book value
of the shares. 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.

Employment Agreements

     Philip C. Modder and James L. Wilson have  Employment  Agreements  with the
Company  dated  June 11,  1992 as  amended  June 30,  1997 (as so  amended,  the
"Employment  Agreements").  The Employment  Agreements provide that Modder shall
serve as the  Company's  President  and  Chairman of the Board,  and that Wilson
shall serve as the Company's  Chief  Executive  Officer and Vice Chairman of the
Board.  By order of the Board of Directors of the Company on September  23, 1997
and subject to approval by bank  regulators,  which approval was granted thereby
with an effective date of December 1, 1997, the positions of Messrs.  Modder and
Wilson were changed to Chairman of the Board and President, and Vice Chairman of
the Board and Chief Executive Officer, respectively.

      The Employment  Agreements provide that Modder and Wilson shall each serve
for a five year term from June 11,  1997,  except that if the  Company  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. Each Employment  Agreement provides for the following  compensation to the
executive:  (I) the  executive  will be paid a base salary of $175,000 per year,
subject to annual  increase by the greater of the change in the  Consumer  Price
Index  ("CPI") or 5%; (ii) the  executive  will be paid a bonus equal to 2.5% of
the pre-tax net income of the Company;  (iii) if the Company acquires the assets
of any existing financial institution, the executive shall receive a bonus equal
to 0.20% of the gross assets for each such transaction; (iv) the executive shall
during term of the Agreement receive  semi-annual grants on July 1st and January
1st of stock  options equal to 0.6% of the  outstanding  Class A Common Stock of
the Company exercisable at 110% of per share book value of such stock on the day
preceding the grant;  (v) if permitted by law and in accordance  with applicable
federal and state regulations,  loans equal to the exercise price of the options
granted at interest rates not greater than prime plus 1% with a term of not less
than 30 months;  (vi) if any of the options is not an  "incentive  stock option"
under the Internal  Revenue  Code,  reimbursement  of any taxes the executive is
required to pay by reason thereof; (vii) disability insurance coverage providing
for benefits in the amount of 60% of the  executives  total annual  compensation
subject to cost of living  adjustments  equal to the lesser of the change in the
CPI or 12% per annum;  (viii) a whole life insurance  annuity policy in the face
amount of  $1,750,000  plus  reimbursement  of any income taxes the executive is
required to pay as a result of payment of the premiums on such insurance policy;
(viii) family membership in two country clubs;  (ix) an automobile  allowance of
$900 per month  adjusted  annual in  accordance  with the CPI plus sales  taxes,
insurance and operating  costs of the auto; and (ix)  comprehensive  medical and
dental insurance.

Termination payments.

      The Employment  Agreements contain provisions for additional  compensation
to the  executive  or his legal  representatives  in the  event of  termination,
including: (I) if an Employment Agreement terminates for any reason, all options
provided for thereunder  become fully vested and exercisable for a period of ten
years from the date of such  termination;  (ii) if an  Employment  Agreement  is
terminated for any reason other than death or permanent disability,  the Company
will pay for the executive's  comprehensive medical and dental insurance for two
years  following  the date of  termination;  (iii) in the  event of the death or
permanent disability of the executive, the executive's annual compensation shall
be paid to him or his legal  representatives for a period of 12 months following
termination; (iv) in the event of a Change of Control of the Company (defined to
include  the  acquisition  of 20% or more of the  combined  voting  power or the
Company's  outstanding  stock after the date of the  agreement,  a change in the
majority of the Board of Directors of the Company in connection  with a business
combination,  sale of assets  or  related  transaction),  if the  executive 
terminates  the agreement on 60 days written  notice he shall receive a lump sum
payment of 200% of his total annual  compensation  for the  preceding 12 months;
and (v) upon 60 days written notice before  termination  by the  executive,  the
executive  shall  receive a lump sum payment of 200% of his annual  compensation
for the preceding 12 months together with  continuation of employee benefits for
the periods described above.

Compensation of Directors: At present the Company does not compensate any of its
directors for their  services to the Company as directors,  although they may do
so in the future,  subject to applicable  regulatory  approval.  The Company may
reimburse its directors for their costs  incurred for attending  meetings of the
Board of Directors.  The Company's Bank  subsidiary  compensates  its directors,
some of whom are  directors  of the  Company,  by annual  grants of  options  to
purchase  up to 17,200  shares of the Bank's  common  stock.  Such  options  are
exercisable  at the  greater  of fair  market  value or par value on the date of
grant for a period of eight years, except that in the case of Messrs. Modder and
Wilson,  they are exercisable at the greater of 110% of fair market value or par
value on the date of grant for a period of five years.


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 23, 1998, 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                  Number of       % of Outstanding
Beneficial Owner                     Shares           Shares
-------------------------------------------------------------

Philip C. Modder
3475 Sheridan Street
Hollywood, FL  33021                 1,485,783 (2)    24.4%

James L. Wilson
3475 Sheridan Street
Hollywood, FL  33021                 1,390,071 (3)    22.8%

Jack E. & Molly W. Butler, TTE's
U/A dtd 11/13/90
2363 Loblolly Lane
Deerfield Beach, FL  33442             309,343 (4)     5.1%

Robert D. & Martha L. Butler,
TTE's
U/A dtd 3/29/90
84 Southeast 4th Avenue
Deerfield Beach, FL  33441           312,948 (5)       5.1%

Linda K. Strasser
6770 N.W. 87th Avenue
Parkland, FL  33067                  398,128 (6)       6.5%

Timothy S. Butler
H.C. 10, Box 580
Lakemont, GA  30552                  449,738 (7)       7.4%


      ------------------------------------------
(1)  Based on information supplied by the persons indicated.
(2)  Includes options to purchase 322,391 shares that are exercisable  within 60
     days, and 67,511 shares owned by Mr. Modder's wife.
(3)  Includes options to purchase 240,012 shares that are exercisable  within 60
     days, and 40,844 shares owned by Mr. Wilson's wife.
(4)  Jack E. and Molly W. Butler share voting and investment  power with respect
     to such  shares.
(5)  Robert D. and  Martha L.  Butler  share  voting and  investment  power with
     respect to such shares.
(6)  Includes 16,667 shares owned by Linda Strasser's  husband and options owned
     by him to purchase 100,841 shares that are exercisable within 60 days.
(7)  Includes  250,000  shares owned by a trust as to which Mr.  Butler has sole
     voting and investment  power and options to purchase 134174 shares that are
     exercisable within 60 days.
(8   Includes  options to purchase 19,953 shares that are exercisable  within 60
     days, 40,933 shares owned by Mr. Friend's wife, and 152,467 shares owned by
     Mr. Friend as custodian for his children.

      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 23, 1998.


                                Shares of Class A      Percent (%) of
Name (1)                           Common Stock        Class

Philip C. Modder                  1,485,783 (2)           24.3%

James L. Wilson                   1,390,071 (2)           22.8%

Eugene J. Strasser                  398,128 (3)            6.5%

Harold C. Friend                    281,688 (2)            4.6%

Robert D. Butler                     42,890 (4)            0.7%

Timothy S. Butler                   449,738 (2)            7.4%

All directors and executive
officers as a group (7 persons)
                                  4,047,298 (5)           66.3%

      (1)   The business address of each of the persons identified above is at
            Southern Security Bank Corporation, 3475 Sheridan
            Street, Hollywood, Florida 33021.
      (2)   See footnotes to preceding table.
      (3)   Includes 272,620 shares owned by Eugene Strasser's wife and options
            to purchase 100,841 shares that are exercisable within 60 days.
      (4)   Includes options to purchase 11,841 shares that are exercisable 
            within 60 days.
      (5)   Except as otherwise indicated in the footnotes above, members of 
            the group have sole voting and investment power as
            to such shares.


Item 12.  Certain Relationships and Related Transactions


                              CERTAIN TRANSACTIONS

      On September  30,  1993,  the Company  received  from Philip  Modder,  the
Chairman  of the  Company,  and James  Wilson,  the  President  of the  Company,
$100,000 and $50,000,  respectively,  in services and  assistance  in payment of
organizational  expenses of the Company,  and they received non interest bearing
notes therefor (the "Notes").  On June 30, 1997, the Company sold 945,269 shares
of Common Stock to Philip  Modder,  and 472,634  shares of Common Stock to James
Wilson,  in each case at a price of $0.10579  per share (110% of then book value
per share),  in exchange for the  elimination of the Notes.  Also as of June 30,
1997,  Messrs.  Modder and Wilson  entered into an  agreement  with the Board of
Directors  pursuant to which they  eliminated  obligations  for unpaid wages and
benefits under the terms of their employment  agreements ($78,563 in the case of
Mr.  Modder and $128,563 in the case of Mr.  Wilson) for Common Stock at $.10579
per share,  or 742,632  shares and  1,215,266  shares,  respectively.  The Board
agreed that Messrs.  Modder and Wilson may in the future  eliminate  unpaid back
wages and  benefits for shares of Common Stock at 110% of book value at the time
of the  elimination.  As of  December  31,  1997,  the Company  owed Mr.  Modder
$242,000 and Mr. Wilson $48,000 for unpaid back wages and benefits.  The Company
currently owes $100,000 to a trust  affiliated  with Jack E. Butler,  related to
one of the  Company's  Directors,  pursuant  to the terms of a note  that  bears
interest at the rate of 8% per annum payable quarterly (the "Butler Note").  The
Butler Note was issued on December 29, 1993 and matures  every six months,  when
it is  automatically  renewed  for an  additional  six  months  unless the trust
notifies the Company of its  intention to call the note sixth (60) days prior to
such  maturity  date.  The next  maturity date of the Butler Note is on June 30,
1998.




Item 13.  Exhibits and Reports on Form 8-K


(a) 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*

     2.2  Certificate  of Merger of  Southern  Security  Bank  Corporation  into
          Southern Security Financial Corporation, dated November 10, 1997*

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

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

     (b)  Certificate of Amendment of Certificate of  Incorporation  of Southern
          Security Bank Corporation, dated January 17, 1997**

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

         (ii) By-laws of the registrant -- filed herewith.

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

     9.0  Voting Trust Agreement -- N/A

     10.1 Executive  Employment  Agreement of Philip C.  Modder,  dated June 11,
          1992,  together with  Amendment  No.1 thereto,  dated June 30, 1997 --
          filed herewith.***

     10.2 Executive  Employment  Agreement  of James L.  Wilson,  dated June 11,
          1992,  together with  Amendment No. 1 thereto,  dated June 30, 1998 --
          filed herewith.***

     10.3 Minutes of Meeting of June 6, 1997,  of the Board of  Directors of the
          registrant  relating to modification of the compensation  arrangements
          for Philip C. Modder and James L. Wilson -- filed herewith.***

     10.4 Agreements  between Southern Security Bank  Corporation,  Inc. and the
          Federal  Reserve  Bank of Atlanta,  dated  February  13, 1995 -- filed
          herewith.

     11.0 Statement re Computation of Per Share Earnings -- To be filed by
          Amendment.

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

     16.0 Letter re change of Certifying Accountant -- N/A

     17.0 Letter re change in accounting principles -- 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

     27.0 Financial Data Schedule -- filed herewith (To be amended).

_______

     *    Filed as an exhibit to Form 8-K of the  registrant  filed on  November
          25, 1997.
     **   Filed as an exhibit to Form 10-SB of the registrant filed 7/31/97
     ***  Management compensation plan or arrangement.




      (b)  Reports  on Form 8-K.  The  following  reports on Form 8-K were filed
subsequent to November 30, 1997.

          (i)  Form 8-K filed November 25, 1997

          (ii) Form 8-K/A filed February 6, 1998
<PAGE>

                                   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


April 1,  1998                      By: s/ James L. Wilson
                                        --------------------------------
                                         Name:  James L. Wilson
                                         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 bhelaf of the
Registrant and in the capaicities and on the dates indicated;


Signature                          Title                         Date


(i)  Pricipal Executive Officer:   Chief Executive Officer       April 1, 1998

     s/ James L. Wilson
     ----------------------------
     James L. Wilson


(ii) Pricipal Accounting and       Vice President                April 1, 1998
     Financial Officer:

     s/ Floyd Harper
     ----------------------------
     Floyd Harper


(iii) Directors:


     s/ Philip C. Modder           Chairman of the Board         April 1, 1998
     ----------------------------
     Philip C. Modder

     s/ James L. Wilson            Vice Chairman                 April 1, 1998
     ----------------------------
     James L. Wilson

     s/ Timothy S. Butler          Director                      March 31, 1998
     ----------------------------
     Timothy S. Butler

     s/ Harold C. Friend           Director                      April 1, 1998
     ----------------------------
     Harold C. Friend

                                   Director                      March __, 1998
     ----------------------------
     Robert D. Butler
<PAGE>

                                 EXHIBIT INDEX

Exhibit

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

     2.2  Certificate  of Merger of  Southern  Security  Bank  Corporation  into
          Southern Security Financial Corporation, dated November 10, 1997*

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

     3.(i)

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

     (b)  Certificate of Amendment of Certificate of  Incorporation  of Southern
          Security Bank Corporation, dated January 17, 1997**

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

         (ii)                     By-laws of the registrant -- filed herewith.

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

     9.0  Voting Trust Agreement -- N/A

     10.1 Executive  Employment  Agreement of Philip C.  Modder,  dated June 11,
          1992,  together with  Amendment  No.1 thereto,  dated June 30, 1997 --
          filed herewith.

     10.2 Executive  Employment  Agreement  of James L.  Wilson,  dated June 11,
          1992,  together with  Amendment No. 1 thereto,  dated June 30, 1998 --
          filed herewith.

     10.3 Minutes of Meeting of June 6, 1997,  of the Board of  Directors of the
          registrant  relating to modification of the compensation  arrangements
          for Philip C. Modder and James L. Wilson -- filed herewith

     10.4 Agreements  between Southern Security Bank  Corporation,  Inc. and the
          Federal  Reserve  Bank of Atlanta,  dated  February  13, 1995 -- filed
          herewith.

     11.0 Statement re Computation of Per Share Earnings -- To be filed by
          amendment.

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

     16.0 Letter re change of Certifying Accountant -- N/A

     17.0 Letter re change in accounting principles -- 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

     27.0 Financial Data Schedule -- filed herewith (To be amended).


______

 * Filed as an exhibit to Form 8-K of the registrant filed on November 25, 1997.
 **Filed as an exhibit to Form 10-SB of the registrant filed 7/31/97