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

                                FORM 10-KSB

               Annual Report Pursuant to Section 13 or 15(d)
                of the Securities and Exchange Act of 1934

For the fiscal year ended December 31, 1999  Commission file number 0-22629

                      UNIFIED FINANCIAL SERVICES, INC.
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            (Exact name of registrant as specified in its charter)
             Delaware                                35-1797759
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 (State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                  Identification No.)

431 North Pennsylvania Street, Indianapolis, Indiana            46204-1873
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       (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (317) 634-3301
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----
Securities registered pursuant to Section 12(g) of the Act

                     Common Stock, $.01 par value
                    Preferred Stock, $.01 par value
                    -------------------------------
                           (Title of Class)

             Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 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   .
                                                   ---     ---

             Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained herein,
and will not 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. [ ]

             For the fiscal year ended December 31, 1999, revenues
totaled: $25,617,592.

             As of March 30, 2000, the aggregate market value of the
voting stock held by non-affiliates of the Registrant was approximately
$58,402,160.

             As of March 30, 2000, there were 2,878,462 shares of the
Registrant's Common Stock, $.01 par value, outstanding.

                  DOCUMENTS INCORPORATED BY REFERENCE

             The following document is incorporated by reference into
the indicated Part of this Report:

            Document                        Part of Form 10-KSB
            --------                        -------------------

  Proxy Statement for the 2000
 Annual Meeting of Stockholders                     III

Transitional Small Business Disclosure Format: Yes    ; No  X
                                                   ---     ---


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                        UNIFIED FINANCIAL SERVICES, INC.

                                  FORM 10-KSB

                              TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----

PART I
      Item 1.     Description of Business                                 1
      Item 2.     Description of Property                                11
      Item 3.     Legal Proceedings                                      11
      Item 4.     Submission of Matters to a Vote of Security Holders    12
      Item 4A.    Executive Officers of the Registrant                   12

PART II
      Item 5.     Market for Registrant's Common Equity and Related
                  Stockholder Matters                                    13
      Item 6.     Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    13
      Item 7.     Financial Statements                                   20
      Item 8.     Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure                    45

PART III
      Item 9.     Directors, Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the
                  Exchange Act                                           45
      Item 10.    Executive Compensation                                 45
      Item 11.    Security Ownership of Certain Beneficial Owners and
                  Management                                             45
      Item 12.    Certain Relationships and Related Transactions         45
      Item 13.    Exhibits and Reports on Form 8-K                       46

SIGNATURES                                                               47




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                          PART I

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements contained in this Annual Report on
Form 10-KSB are or may constitute forward-looking statements
(as such term is defined in the Private Securities Litigation
Reform Act of 1995).  Such forward-looking statements are based
on current expectations, estimates and projections about
Unified Financial Services' industries, management's beliefs
and assumptions made by management. For example, a down turn in
economic conditions generally and in particular those affecting
bond and securities markets could lead to an exit of investors
from mutual funds.  Similarly, an increase in Federal and state
regulations of the mutual fund, insurance or banking industries
or the imposition of regulatory penalties could have an effect
on our operating results.  These uncertainties, as well as
others, are present in the financial services industry and
stockholders are cautioned that management's view of the future
on which we price and distribute our products and estimate
costs of operations and regulations may prove to be other than
as anticipated.  Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates,"
variations of such words and similar expressions are intended
to identify such forward-looking statements.  These statements
are not guarantees of future performance and are subject to
certain risks, uncertainties and assumptions that are difficult
to predict; therefore, actual results and outcomes may differ
materially from what is expressed or forecasted in any such
forward-looking statements.  Such risks and uncertainties
include those set forth herein under "Risk Factors."  Unless
required by law, we undertake no obligation to update publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise.

GENERAL

     Unified Financial Services, Inc., a Delaware holding
company for various financial services companies that also does
business as Unified.com, was organized on December 7, 1989.  We
distribute a vertically integrated financial services platform
via the Internet and via the traditional industry channels of
our subsidiaries.  As of December 31, 1999, we maintained in
excess of $1.5 billion of assets under management and $5.0
billion of assets under service.

     Our principal business is:  (1) to provide and maintain
vertical integration in the financial services industry for our
subsidiaries, a platform that creates synergy and revenues
among our subsidiaries from the fees associated with gathering,
managing, maintaining and servicing assets under management;
(2) to distribute our products and services platform via the
Internet through a "plug in" marketing and distribution
strategy to a number of compatible Internet channels via
Unified.com; and (3) to distribute our platform through the
traditional industry outlets of our subsidiaries' retail and
institutional customers.  Our subsidiaries concentrate their
services over the following six business lines:  investment
advisory, trust and retirement services; administrative and
back office support services; brokerage and brokerage services;
finance; insurance brokerage; and corporate and start-up.  We
provide management services, working capital, systems support
and development and equipment for our subsidiaries.

     Maintaining the vertically integrated platform is
primarily accomplished through three strategies:
(1) consolidating financial services companies that expand or
deepen the integration by eliminating cost centers, increasing
distribution and/or increasing products and services by means
of tax-free, stock-for-stock transactions (This particular
consolidation strategy is driven by our goal to protect,
maintain, nurture and advance the entrepreneurial spirit of
small businesses by providing capital, synergy and vertical
integration in an "autonomous" subsidiary environment.);
(2) the formation of new subsidiaries to

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develop proprietary products and services that deepen the
integration by eliminating cost centers, increasing
distribution and/or increasing products and services that
enhance and advance the synergy and revenues among our
subsidiaries; and (3) consolidating small mutual funds into our
mutual fund families by means of tax-free reorganizations (The
mutual fund consolidation strategy is assisted by our mutual
fund services capabilities and a highly qualified systems staff
which provides innovative and flexible programming options,
alternatives and solutions required by small mutual funds to
compete against the larger capitalized mutual fund families.)

     Once a component of our vertically integrated network,
each subsidiary then implements its individual business plan in
an autonomous environment and achieves its growth and thereby
increases earnings predominantly by:  (1) distributing our
products and services through the Internet and through its
traditional retail and institutional "industry" outlets;
(2) leveraging the existing infrastructure and utilizing the
vertically integrated platform to fully realize and affect the
synergy and the related earnings impact to our stock;
(3) acquisitions by the subsidiary, using our stock and/or
capital, to obtain important and critical business components
that complement and enhance its operations; (4) utilizing our
capital for necessary expansion; (5) traditional advertising,
marketing and selling of the subsidiary's products and
services; and (6) networking with our subsidiaries.

     Our principal executive offices are located at 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, and our
telephone number is (317) 917-7001.  We also maintain
administrative offices at 2353 Alexandria Drive, Suite 100,
Lexington, Kentucky 40504, telephone number (606) 296-4407; 220
Lexington Green Circle, Suite 600, Lexington, Kentucky 40512,
telephone number (606) 245-2500; 1793 Kingswood Drive,
Southlake, Texas 76092, telephone number (817) 431-2197; and at
36 West 44th Street, The Bar Association Building, Suite 1310,
New York, New York 10036, telephone number (212) 852-8852; 36
East Fourth Street, Cincinnati, Ohio 45202, telephone number
(513) 345-6800; and One Firstar Plaza, Suite 2605, St. Louis,
Missouri 63101, telephone number (314) 552-6440.

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ACQUISITIONS AND ASSET PURCHASES

     The following table lists the acquisitions and asset
purchases completed by us during the years ended December 31,
1999, 1998 and 1997.  No acquisitions or asset purchases were
completed in 1996.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                  CONSIDERATION
---------------------------------------------------------------------------------------------------------------------
                                                                                           SHARES OF       ACCOUNTING
ACQUISITIONS AND ASSET PURCHASES COMPLETED                     DATE          CASH         COMMON STOCK       METHOD
---------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>           <C>              <C>             <C>
Health Financial, Inc.                                       06/01/97                       325,000         Pooling
First Lexington Trust Company                                12/31/97                        80,008         Pooling
Resource Benefit Planners, Inc.                              03/10/98                        12,000         Pooling
Unified Investment Advisers, Inc.                            03/31/98                          <F1>          <F1>
Fiduciary Counsel, Inc.                                      08/21/98      $800,835          36,110         Purchase
EMCO Estate Management Company, Inc.<F2>                     08/21/98                        11,000         Pooling
Equity Underwriting Group, Inc.<F3>                          12/17/98                       241,745         Pooling
Commonwealth Premium Finance Corporation                     12/17/98                        12,800         Pooling
Strategic Fund Services, Inc.                                12/22/98                         7,500         Pooling
AmeriPrime Financial Services, Inc.<F4>                      12/31/98                       410,000         Pooling
M. Wilson & Associates, Inc.                                 01/01/99                         3,636         Pooling
First Insight Securities, Ltd.<F5>                           05/06/99      $ 51,700                         Purchase
Commonwealth Investment Services, Inc.                       06/01/99                        27,500         Pooling
Fully Armed Productions, Inc.                                06/01/99                        18,182         Pooling

<FN>

<F1>    Unified Investment Advisers became our wholly owned subsidiary
        upon the surrender to Unified Investment Advisers by all of
        its stockholders (other than us) of their capital stock.
<F2>    We purchased certain of the assets and business and assumed
        certain of the obligations of The Patty Corporation (f/k/a
        EMCO Estate Management Company, Inc.).  The acquisition
        company used by us to acquire such assets and obligations
        changed its name after the acquisition to EMCO Estate Management
        Company, Inc.
<F3>    Equity Underwriting Group, Inc. is a 100% shareholder of Equity
        Insurance Managers, Inc., 21st Century Claims Service, Inc. and
        Equity Insurance Administrators, Inc.  Equity Insurance Managers
        is the sole member of Equity Insurance Managers of Illinois,
        L.L.C. (d/b/a/ Irland & Rogers).
<F4>    AmeriPrime Financial Services, Inc. is a 100% shareholder of
        AmeriPrime Financial Securities, Inc.
<F5>    We, through our wholly owned subsidiary, Archer Trading, Inc.,
        purchased certain of the assets and assumed certain of
        the liabilities of First Insight Securities, Ltd. In connection
        with such acquisition we assumed liabilities of approximately
        $22,000 and paid an additional $51,700 in cash.
</TABLE>

RECENT DEVELOPMENTS AND PENDING TRANSACTIONS

     On November 1, 1999, we received a charter from the
Office of Thrift Supervision to operate Unified Banking
Company, a Federal savings bank.  Unified Banking Company is
located at 2353 Alexandria Drive, Lexington, Kentucky and its
accounts are insured by the Federal Deposit Insurance
Corporation to the maximum limit permitted under Federal law.
In connection with the organization of Unified Banking Company
we contributed $7.3 million to Unified Banking Company as
capital in exchange for all of the capital stock of Unified
Banking Company.  Unified Banking Company offers various bank
products and services (including, but not limited to,
certificates of deposit, residential mortgage loans and secured
personal loans) to its banking customer base and to our
subsidiaries' customer bases, including investors in the mutual
funds managed, advised or administered by our subsidiaries.

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     On February 10, 2000, First Lexington Trust Company, a
subsidiary of our company, filed applications with the Office
of the Comptroller of the Currency to convert to a limited
purpose national banking association.  Upon consummation of the
proposed conversion, First Lexington Trust Company would be
renamed "Unified Trust Company, National Association."  We
believe that a national charter will more easily allow First
Lexington Trust Company to pursue its business strategy of
expanding its business outside of the Commonwealth of Kentucky.
Subject to our receipt of the required regulatory approvals, we
anticipate consummating the conversion during the second
quarter of 2000.

OUR AFFILIATED MUTUAL FUNDS

     As of December 31, 1999, the Unified Funds maintained
approximately $54.3 million in total net assets, predominantly
in its money market portfolio.  The AmeriPrime Advisers Trust
maintained approximately $167.8 in total net assets, and the
AmeriPrime Funds maintained approximately $148.9 million in
total net assets.

     The Unified Funds features its proprietary property, V.O.I.C.E.
(Vision for Ongoing Investment in Charity and Education).(SM)
 -          -       -             -           -
The Unified Funds' mission, largely due to its relationship
with Unified Investment Advisers, is to capture existing small
fund assets via:  tax-free reorganizations; acquisitions;
asset mergers; construction of portfolios for certain registered
investment advisers; and the marketing of its V.O.I.C.E.(SM) concept.
One of the three Unified Fund's equity portfolios is a fund-of-funds.

     Each of the AmeriPrime Funds and AmeriPrime Advisers
Trust are administered by AmeriPrime Financial Services and
distributed by AmeriPrime Financial Securities.

     The board of trustees of the Unified Funds consists of
five disinterested trustees and one interested trustee, Timothy
L. Ashburn, our chairman, president and chief executive
officer.  The board of trustees of each of the AmeriPrime Funds
and AmeriPrime Advisers Trust consists of two disinterested
trustees and one interested trustee, Kenneth D. Trumpfheller, a
director and the president and secretary of AmeriPrime
Financial Services and AmeriPrime Financial Securities.

REGULATION OF OUR SECURITIES, PREMIUM FINANCE AND INSURANCE
BROKERAGE BUSINESSES

     Under the Investment Company Act of 1940, as amended, the
advisory, subadvisory shareholder servicing and distribution
agreements between our subsidiaries and various mutual funds
are subject to annual review by each fund's board of directors
and the agreements must be approved annually to remain in
effect.  There are no assurances that the funds' boards of
directors will renew each agreement with these funds.  The non-
renewal of those agreements by a fund's board of directors
could have a material adverse effect on our business.  We have
no reason to believe that such approvals will not be granted
and that the various mutual fund agreements will not be
renewed.

     The securities industry, including broker-dealer,
investment advisory and transfer agency firms in the United
States, are subject to extensive regulation under Federal and
state laws.  Much of the regulation of broker-dealers has been
delegated to self-regulatory organizations, principally the
National Association of Securities Dealers, Inc.  The
regulations to which broker-dealers are subjected cover all
aspects of the securities business, including sales methods,
trade practices, capital structure of securities firms,
recordkeeping and the conduct of directors, officers and
employees.  Additional state and Federal legislation, changes
in rules promulgated by the Securities and Exchange Commission
and by self-regulatory organizations, or changes in the
interpretation or enforcement of existing laws and rules often
directly affect the methods of operation and profitability of
money managers, broker-dealers and transfer agents.  Subject to
certain preemptive Federal law, investment-related firms also
are subject to regulation

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and licensing by state securities commissions in the states in
which they transact business.  The Securities and Exchange
Commission, state securities administrators and the self-
regulatory organizations may conduct administrative proceedings
that can result in censure, fine, suspension or expulsion of an
investment adviser or broker-dealer, its officers or employees.
The principal purpose of regulation and discipline of broker-
dealers, investment advisers and transfer agents is the
protection of customers and the securities markets rather than
protection of creditors and shareholders of such firms.  We
also are subject to extensive regulation as to our duties,
affiliations, conduct and limitations on fees.

     The insurance industry is highly regulated by state law.
Our subsidiary, Commonwealth Premium Finance Corporation, must
be licensed as a premium finance company in the states of
Kentucky, Tennessee, Illinois and Ohio.  Although Commonwealth
Premium Finance Corporation, also conducts business in the
states of West Virginia and Indiana, such states presently do
not require premium finance licensure.  Applicable regulations
in all states in which Commonwealth Premium Finance Corporation
conducts business require the approval of service charges,
forms and applications used by Commonwealth Premium Finance
Corporation in its business and also require compliance with
certain recordkeeping and record inspection requirements.

     Our other insurance-related subsidiaries also are subject
to state regulation.  21st Century Claims Service must be
licensed as a claims adjusting company in all states in which
it conducts business or, in the alternative, must employ
licensed claims adjusters.  Equity Insurance Managers, Inc.
must be licensed as a managing general agent or broker in most
states in which it conducts business and, in some instances,
must employ licensed agents.  Most insurance programs written
by such companies are subject to some degree of regulation by
state insurance departments.  Violations of state regulations
may subject these companies to civil and criminal penalties,
including fines.

DEPOSITORY INSTITUTION REGULATION

     GENERAL. Unified Banking Company is a Federally chartered
savings institution, a member of the Federal Home Loan Bank of
Cincinnati and its deposits are insured by the Federal Deposit
Insurance Corporation through the Savings Association Insurance
Fund.  As a Federal savings institution, Unified Banking
Company is subject to regulation and supervision by the Office
of Thrift Supervision and the Federal Deposit Insurance
Corporation and to Office of Thrift Supervision regulations
governing such matters as capital standards, mergers,
establishment of branch offices and activities and general
investment authority.  The Office of Thrift Supervision
periodically will examine Unified Banking Company for
compliance with various regulatory requirements and for safe
and sound operations.  The Federal Deposit Insurance
Corporation also has the authority to conduct special
examinations of Unified Banking Company because its deposits
are insured by the Savings Association Insurance Fund.  Unified
Banking Company must file reports with the Office of Thrift
Supervision describing its activities and financial condition
and must obtain the approval of the Office of Thrift
Supervision prior to entering into certain transactions.

     REGULATORY CAPITAL REQUIREMENTS.  Under the Office of
Thrift Supervision's regulatory capital requirements, savings
associations must maintain "tangible" capital equal to 1.5% of
adjusted total assets, "core" capital equal to at least 4.0% or
3.0% (if the institution is rated composite 1 CAMELS under the
Office of Thrift Supervision's examination rating system) of
adjusted total assets and "total" capital (a combination of
"core" and "supplementary" capital) equal to 8.0% of risk-
weighted assets.  In addition, the Office of Thrift Supervision
has adopted regulations that impose certain restrictions on
savings associations that have a total risk-based capital ratio
that is less than 8.0%, a ratio of Tier 1 capital to risk-
weighted assets of less than 4.0% or a ratio of Tier 1 capital
to adjusted total assets of less than 4.0% (or 3.0% if the
institution is rated composite 1 CAMELS under the Office of
Thrift Supervision's

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examination rating system).  As of December 31, 1999, Unified
Banking Company had a total risk-based capital ratio of
128.32%, a ratio of Tier 1 capital to risk-weighted assets of
127.73% and a ratio of Tier 1 capital to adjusted total assets
of 49.26%.

     QUALIFIED THRIFT LENDER TEST.  A savings institution that
does not meet the Qualified Thrift Lender (QTL) test must
either convert to a bank charter or comply with the following
restrictions on its operations:  (i) the institution may not
engage in any new activity or make any new investment, directly
or indirectly, unless such activity or investment is
permissible for both a national bank and a savings institution;
(ii) the branching powers of the institution shall be
restricted to those of a national bank; (iii) the institution
shall not be eligible to obtain any advances from its Federal
Home Loan Bank; and (iv) payment of dividends by the
institution shall be subject to the rules regarding payment of
dividends by a national bank. In addition, any company that
controls a savings institution that fails to qualify as a QTL
will be required to register as, and to be deemed, a bank
holding company subject to all of the provisions of the Bank
Holding Company Act of 1956, as amended, and other statutes
applicable to bank holding companies.  To meet the QTL test, an
institution's "Qualified Thrift Investments" must total at
least 65% of "portfolio assets."  Under Office of Thrift
Supervision regulations, portfolio assets are defined as total
assets less intangibles, property used by a savings institution
in its business and liquidity investments in an amount not
exceeding 20% of assets.  At December 31, 1999, the percentage
of Unified Banking Company's portfolio assets invested in
Qualified Thrift Investments was in excess of the percentage
required to qualify Unified Banking Company under the QTL test.

     PROMPT CORRECTIVE REGULATORY ACTION.  Under the Federal
Deposit Insurance Corporation Improvement Act of 1991, the
Federal banking regulators are required to take prompt
corrective action if an insured depository institution fails to
satisfy certain minimum capital requirements, including a
leverage limit, a risk-based capital requirement and any other
measure of capital deemed appropriate by the Federal banking
regulators for measuring the capital adequacy of an insured
depository institution.  All institutions, regardless of their
capital levels, are restricted from making any capital
distribution or paying any management fees if the institution
would thereafter fail to satisfy the minimum levels for any of
its capital requirements.  An institution that fails to meet
the minimum level for any relevant capital measure (an
"undercapitalized institution") may be:  (i) subject to
increased monitoring by the appropriate Federal banking
regulator; (ii) required to submit an acceptable capital
restoration plan within 45 days; (iii) subject to asset growth
limits; and (iv) required to obtain prior regulatory approval
for acquisitions, branching and new lines of businesses.  The
capital restoration plan must include a guarantee by the
institution's holding company that the institution will comply
with the plan until it has been adequately capitalized on
average for four consecutive quarters, under which the holding
company would be liable up to the lesser of 5% of the
institution's total assets or the amount necessary to bring the
institution into capital compliance as of the date it failed to
comply with its capital restoration plan.  Any company
controlling the institution could also be required to divest
the institution or the institution could be required to divest
subsidiaries.  If an institution's ratio of tangible capital to
total assets falls below a "critical capital level," the
institution will be subject to conservatorship or receivership
within 90 days unless periodic determinations are made that
forbearance from such action would better protect the deposit
insurance fund.  The Federal banking regulators will generally
measure a depository institution's capital adequacy on the
basis of the institution's total risk-based capital ratio (the
ratio of its total capital to risk-weighted assets),Tier 1
risk-based capital ratio (the ratio of its core capital to
risk-weighted assets) and leverage ratio (the ratio of its core
capital to adjusted total assets).  Under the regulations, a
savings institution that is not subject to an order or written
directive to meet or maintain a specific capital level will be
deemed "well capitalized" if it also has:  (i) a total risk-
based capital ratio of 10% or greater; (ii) a Tier 1 risk-based
capital ratio of 6.0% or greater; and (iii) a leverage ratio of
5.0% or greater.  The Office of Thrift Supervision may
reclassify a well capitalized savings institution as adequately
capitalized and may require an adequately capitalized or
undercapitalized institution to comply with the supervisory

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actions applicable to institutions in the next lower capital
category if the Office of Thrift Supervision determines, after
notice and an opportunity for a hearing, that the savings
institution is in an unsafe or unsound condition or that the
institution has received and not corrected a less-than-
satisfactory rating for any CAMEL rating category.  As of
December 31, 1999, Unified Banking Company was classified as
"well-capitalized" under these prompt corrective action
regulations.

     TRANSACTIONS WITH RELATED PARTIES.  Generally,
transactions between a savings bank or its subsidiaries and its
affiliates must be on terms as favorable to the bank as
transactions with non-affiliates. In addition, certain of these
transactions are restricted to a percentage of the bank's
capital.  Affiliates of Unified Banking Company include Unified
Financial Services and each of our other subsidiaries.  Unified
Banking Company's authority to extend credit to executive
officers, trustees and 10% stockholders, as well as entities
under such persons control, currently are governed by Sections
22(g) and 22(h) of the Federal Reserve Act and Regulation O
promulgated by the Board of Governors of the Federal Reserve
System. Among other things, these regulations require such
loans to be made on terms substantially similar to those
offered to unaffiliated individuals, place limits on the amount
of loans Unified Banking Company may make to such persons
based, in part, on the bank's capital position, and require
certain approval procedures to be followed.

     RECENTLY ENACTED LEGISLATIVE AND REGULATORY CHANGES.  On
November 12, 1999, President Clinton signed legislation that
could have a far-reaching impact on the financial services
industry.  The Gramm-Leach-Bliley Financial Services
Modernization Act authorizes affiliations between banking,
securities and insurance firms and authorizes bank holding
companies and national banks to engage in a variety of new
financial activities. Among the new activities that will be
permitted to bank holding companies are securities and
insurance brokerage, securities underwriting, insurance
underwriting and merchant banking.  The Federal Reserve Board,
in consultation with the Department of Treasury, may approve
additional financial activities. National bank subsidiaries
will be permitted to engage in similar financial activities but
only on an agency basis unless they are one of the 50 largest
banks in the country.  National bank subsidiaries will be
prohibited from insurance underwriting, real estate development
and merchant banking.  The Gramm-Leach-Bliley Act, however,
prohibits future acquisitions of existing unitary savings and
loan holding companies, like Unified Financial Services, by
firms that are engaged in commercial activities and prohibits
the formation of new unitary holding companies.  We are unable
to predict the impact of the Gramm-Leach-Bliley Act on our
operations at this time.  Although the Gramm-Leach-Bliley Act
reduces the range of companies with which we may affiliate, it
may facilitate affiliations with companies in the financial
services industry.

INDUSTRY REGULATIONS

     Our broker-dealer subsidiaries, Unified Management
Corporation, Unified Investment Advisers, Inc. and AmeriPrime
Financial Securities, Inc., are National Association of
Securities Dealers members.  The National Association of
Securities Dealers is a self-regulatory organization that has
prescribed rules with respect to maximum commissions, charges
and fees related to sales of shares in any open-end investment
company registered under the Investment Company Act.

     Each of Unified Investment Advisers, Health Financial and
Fiduciary Counsel is an investment adviser registered with the
Securities and Exchange Commission under the Investment
Advisers Act of 1940, as amended.  Unified Investment Advisers
serves as the adviser to the Unified Funds.  Under the
Investment Advisers Act, it is unlawful for any investment
adviser to:  (1) employ any device, scheme or artifice to
defraud any client or prospective client; (2) engage in any
transaction, practice or course of business that operates as a
fraud or deceit upon any client or prospective client; or
(3) engage in any act, practice or course of business that is
fraudulent, deceptive or manipulative.

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     We pursue a strategy of acquiring investment advisers to
mutual funds.  Once an investment adviser is acquired, its
advisory agreement is assigned to us and automatically
terminates under the Investment Company Act.  Unified
Investment Advisers' assumption of an advisory agreement must
be approved by a majority of the fund's board of directors and
a majority of its outstanding voting securities.  An investment
adviser purchased by us may not benefit from the sale of its
advisory business to Unified Investment Adviser which results
in the assignment of an advisory contract with a mutual fund
unless, for a period of three years after the sale, at least
75% of the board of directors of the fund are not interested
persons of the new adviser or the predecessor adviser, and no
unfair burden is imposed on the fund as a result of the sale.
This 75% requirement is stricter than the general requirement
that only two-thirds of mutual fund's board of directors must
be "disinterested" under the Investment Company Act.  The
effect of such transfer results in the assignment of the old
investment advisory agreement, which requires the new agreement
to be approved by the boards of trustees and the acquired
fund's shareholders.  There can be no assurances that a fund's
board or its shareholders will approve an advisory agreement
with Unified Investment Advisers after Unified Investment
Advisers has acquired the former adviser to the fund.  In
addition, Unified Investment Advisers may be required to assume
an advisory contract previously entered into under
disadvantageous terms in order to convince the fund's board or
its shareholders to approve Unified Investment Advisers'
assumption of the agreement.

     Mutual fund directors and investment advisers to mutual
funds are deemed to be "fiduciaries" of the fund. The
Securities and Exchange Commission is authorized to initiate an
action to enjoin a breach of fiduciary duties involving
personal misconduct by any officers, directors, investment
advisers and principal underwriters of a fund.  Shareholders or
the Securities and Exchange Commission also may bring an action
against the officers, directors, investment adviser or
principal underwriters for breach of fiduciary duty in
establishing the compensation paid to the investment adviser or
underwriter.  An investment adviser or underwriter to a fund,
its principals and its employees, also may be subject to
proceedings initiated by the Securities and Exchange Commission
to impose remedial sanctions for violation of any provision of
the Federal securities laws and the regulations adopted
thereunder, and the Securities and Exchange Commission may
preclude a firm that has been sanctioned from continuing to act
in such capacity.  Investment companies such as the Unified
Funds, the AmeriPrime Funds and AmeriPrime Insurance Trust are
subject to substantive regulation under the Investment Company
Act.  Such companies must comply with periodic reporting
requirements.  Proxy solicitations are subject to the general
proxy rules as well as to special proxy rules applicable only
to investment companies.  Shares of investment companies can
only be offered at the next-determined net asset value plus any
sales load.  A fund's management agreement initially must be
approved by the fund's board of directors and a majority of the
outstanding shares and, after two years, must be annually
approved, either by the board or by the outstanding voting
shares.  A fund's management agreement must automatically
terminate in the event of assignment and typically is subject
to termination upon 60-days' notice by the board or by a vote
of the majority of the outstanding voting shares.  The
underwriting or distribution agreement also must be annually
approved by the board or by a vote of a majority of the
outstanding voting shares, and must provide for automatic
termination in event of assignment.  Transactions between the
investment company and an affiliate are prohibited.

REGULATORY PENALTIES FOR FAILURE TO MAINTAIN MINIMUM NET
CAPITAL REQUIREMENTS

     The Securities Exchange Act imposes minimum net capital
requirements for broker-dealer firms.  A decrease below the
minimum level of net capital required to be maintained by
Unified Management Corporation, Unified Investment Services and
AmeriPrime Financial Securities under the Securities Exchange
Act could force Unified Management Corporation, Unified
Investment Services and AmeriPrime Financial Securities to
suspend activities pending recovery of net capital.  Factors
that may

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<PAGE>
affect Unified Management Corporation's, Unified Investment
Services' and AmeriPrime Financial Securities' net capital
include the general investment climate as well as our ability
to obtain any assets necessary to contribute equity capital to
Unified Management Corporation, Unified Investment Services and
AmeriPrime Financial Securities.  Information regarding
regulatory minimum net capital is set forth in Note 11 of our
consolidated financial statements included in this Annual
Report on Form 10-KSB.

RISKS OF BUSINESS

     Our investment advisory, banking, transfer agent,
shareholder servicing and broker-dealer businesses are subject
to various risks and contingencies, many of which are beyond
our ability to control.  These risks include:  economic
conditions generally and, in particular, those affecting the
bond and securities markets; fluctuations in interest rates;
discretionary income available for investment; customer
inability to meet payment or delivery commitments; customer
fraud; and employee fraud, misconduct and error.

COMPLIANCE REQUIREMENTS AND REGULATORY PENALTIES FOR
NONCOMPLIANCE

     Various aspects of our business are subject to Federal
and state regulation as well as to oversight by self-regulatory
organizations that, depending on the nature of any failure to
comply with an applicable entity's rules, may result in the
suspension or revocation of licenses or registration, including
broker-dealer, investment adviser, transfer agent, premium
finance and managing general agent licenses and registrations,
as well as the imposition of civil fines and criminal
penalties.  Failure by us or any of our employees to comply
with such regulations or with any of the laws, rules or
regulations of Federal, state or industry authorities
(principally the National Association of Securities Dealers,
Securities and Exchange Commission, Kentucky Department of
Financial Institutions, Office of Thrift Supervision and state
insurance departments) could result in censure, imposition of
fines or other sanctions, including revocation of our right to
do business or in suspension or expulsion from the National
Association of Securities Dealers.  Any of the foregoing could
have a material adverse effect upon us.  Such National
Association of Securities Dealers, Securities and Exchange
Commission and Office of Thrift Supervision regulations are
designed primarily for the protection of the investing
customers of securities firms and financial institutions and
not our stockholders.  Finally, there is no assurance that we,
along with other fund distributors, administrators and managers
will not be subjected to additional stringent regulation and
publicity that may adversely affect our business.

COMPETITION

     Since inception, we have encountered substantial
competition in the businesses in which we compete.  Our
principal competitors include mutual finds, investment
advisers, investment counsel firms and financial institutions
such as banks, savings and loan institutions and credit unions.
Competition is influenced by various factors, including
breadth, quality of service and price.  All aspects of our
business are competitive.  Large national firms have much
greater marketing capabilities, offer a broader range of
financial services and compete not only with us and among
themselves but also with commercial banks, insurance companies
and others for retail and institutional clients.  Our
affiliated mutual funds are subject to competition from
nationally and regionally distributed funds offering equivalent
financial products with returns equal to or greater than those
offered by the Unified Funds, the AmeriPrime Funds or
AmeriPrime Insurance Trust.  Competition for assets under
management is intense from both national and regional based
firms.  Access to local investment and the population of the
region by modern communication systems is so efficient that our
geographical position cannot be deemed an advantage.  Our
investment management operations compete with a large number of
other investment management firms, commercial banks, insurance
companies, broker-dealers and other financial service firms.
Most of

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these firms are larger and have access to greater resources
than us.  The investment advisory industry is characterized by
relatively low cost of entry and the formation of new
investment advisory entities that may compete directly with us
is a frequent occurrence.  We directly compete with as many as
several hundred firms that are of similar or larger size.  Our
ability to increase and retain clients' assets could be
materially adversely affected if client accounts under-perform
the market.  The ability of our investment management
subsidiaries to compete with other investment management firms
also is dependent, in part, on the relative attractiveness of
their investment philosophies and methods under prevailing
market conditions.  A large number of mutual funds are sold to
the public by investment management firms, broker-dealers,
insurance companies and banks in competition with the Unified
Funds, the AmeriPrime Funds and AmeriPrime Insurance Trust.
Many of our competitors apply substantial resources to
advertising and marketing their mutual funds, which may
adversely affect the ability of the Unified Funds, the
AmeriPrime Funds and AmeriPrime Insurance Trust to attract new
assets.  We expect that there will be increasing pressures
among mutual fund sponsors to obtain and hold market share.
Although we may expand the financial services we provide to our
customers, we do not now offer as broad a range of financial
services as national stock exchange member firms, commercial
banks, insurance companies and others.

     Recent regulatory actions, which reduced certain
restrictions on bank affiliates engaging in securities
activities, increased competition from commercial banks and
their affiliates for securities brokerage services.  In
addition, legislative proposals, calling for further reductions
on restrictions for brokerage service, may lead to increased
competition from commercial banks and their affiliates.

DEPENDENCE ON KEY CLIENTS

     As of December 31, 1999, we provided mutual fund
services, transfer agency, fund accounting, administration and
distribution services to 25 mutual fund families consisting of
136 portfolios.  Four of those portfolios, the Unified Funds,
originally were organized and are sponsored by Unified
Investment Advisers.  The Unified Funds and those of the
remaining parties, have entered into contracts with us that
typically expire within one to three years.  No assurance can
be given that any of these third party funds will remain our
clients upon expiration or termination of the various
administration and distribution agreements.  The loss by us of
such mutual fund clients could have a material adverse effect
on us.

     Additionally, Unified Management Corporation has entered
into clearing agreements with its introduced broker-dealer
clients that represent a substantial portion of the assets in
the Unified Funds through the use of the Unified Taxable Money
Market Funds as their brokerage sweep facility.  The introduced
broker-dealer relationships also represent a significant
portion of Unified Management Corporation's revenues from
trading commissions.  The loss of clearing clients could have a
material adverse effect on the Unified Funds and us.

     Unified Investment Advisers receives management fees from
the Unified Funds.  As the Unified Funds' manager and adviser,
Unified Investment Advisers, and, therefore, Unified, are
economically dependent on the Unified Funds for a  portion of
their revenue.

     Contracts for portfolio management performed by Unified
Investment Advisers in the case of the Unified Funds are
awarded annually by review and approval of the independent
Boards of Trustee of the various Unified Funds.  The boards of
trustee consist of six trustees, five of whom are independent,
and Timothy L. Ashburn who is affiliated with us.  These Boards
also are responsible for awarding our subsidiaries the various
service agreements for the Unified Funds.

                            - 10 -





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<PAGE>

DEPENDENCE ON KEY PERSONNEL

          We are dependent in a large part on Timothy L. Ashburn,
our president, chief executive officer and chairman, as well as
a group of senior management personnel.  The loss or
unavailability of any of these persons could have a material
adverse effect on us.  Our success also will depend on our
ability to attract and retain highly skilled personnel in all
areas of our business.  There can be no assurance that we will
be able to attract and retain personnel on acceptable terms in
the future.  Other than a $1 million policy on the life of each
of Timothy L. Ashburn and Dr. Gregory W. Kasten, the president
of Health Financial and First Lexington Trust Company, each a
wholly owned subsidiary of our company, we do not presently own
insurance covering the lives of our senior management.  There
can be no assurance that the services of our senior management
will continue to be available.

EMPLOYEES

          As of December 31, 1999, we and our subsidiaries
had 216 employees, of which 208 were full-time employees. None
of our employees or the employees of our subsidiaries are
subject to a collective bargaining agreement.  We consider our
relationship with our employees and those of our subsidiaries
to be good.

ITEM 2.   DESCRIPTION OF PROPERTY
          -----------------------

          We, through our subsidiary, Unified Management
Corporation, lease our corporate headquarters and
administrative office facilities located at 431 North
Pennsylvania Street, Indianapolis, Indiana.  This facility is
comprised of approximately 10,820 square feet and is subject to
a lease expiring in 2007.  Unified Management Corporation also
leases approximately 872 square feet at 2353 Alexandria Drive,
Lexington, Kentucky pursuant to a lease expiring in 2002.
Health Financial's, First Lexington Trust Company's and Unified
Banking Company's administrative offices are located at 2353
Alexandria Drive, Lexington, Kentucky.  The operating lease for
Health Financial's and First Lexington Trust Company's offices
expires in 2002 and such offices have approximately 4,500
square feet.  We also lease a portion of such property for
corporate offices.  First Lexington Trust Company also leases
approximately 1,530 square feet at 100 Browenton Place,
Louisville, Kentucky pursuant to a lease expiring in 2005.
Fiduciary Counsel's and EMCO Estate Management Company's
administrative offices are located at 36 West 44th Street, New
York, New York.  The operating lease for such offices expires
in 2002 and such offices have approximately 3,231 square feet.
Equity Underwriting Group's administrative offices are located
at 220 Lexington Green Circle, Suite 600, Lexington, Kentucky.
The operating lease for Equity Underwriting Group expires in
2001 and such offices have approximately 20,080 square feet.
AmeriPrime Financial Services' administrative offices are
located at 175 Westwood Drive, Suite 500, Southlake, Texas.
The operating lease for AmeriPrime Financial Services expires
in 2000 and such offices have approximately 700 square feet.
Our current offices are considered adequate to serve our
foreseeable needs.  Other than the administrative offices
leases, we have no other significant property holdings.

ITEM 3.   LEGAL PROCEEDINGS
          -----------------

          Various claims and lawsuits, incidental to our
ordinary course of business, are pending against us and our
subsidiaries.  In the opinion of management, after consultation
with legal counsel, resolution of these matters is not expected
to have a material effect on our financial condition or results
of operations.

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<PAGE>
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

          There were no matters submitted during the quarter
ended December 31, 1999 to a vote of our stockholders, through
the solicitation of proxies or otherwise.

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT
          ------------------------------------

          The name, age and position with respect to each of
our executive officers are set forth below:

          TIMOTHY L. ASHBURN, 49, has served as our chairman
of the board since 1989, as our chief executive officer from
1989 to 1992 and 1994 to present, and as our president since
November 1997.  Mr. Ashburn was employed by Vine Street Trust
Company, Lexington, Kentucky, a wholly owned subsidiary of
Cardinal Bancshares, Inc., a Kentucky bank holding company, for
the two-year period from April 1992 through March 1994.
Mr. Ashburn also is a member of the executive committee of our
board of directors.

          THOMAS G. NAPURANO, 58, a certified public
accountant and a certified management accountant, has served as
a director, our chief financial officer and an executive vice
president since 1989. Mr. Napurano also is a member of the
executive committee of our board of directors.

          JOHN S. PENN, 48, has served as a director since
September 1999.  Mr. Penn also has served as an executive vice
president and our chief operating officer since July 1999.
Mr. Penn served as a director and executive vice president of
Area Bancshares Corporation, a bank holding company located in
Owensboro, Kentucky from September 1997 to July 1999. Prior
thereto, Mr. Penn served as the president, chief executive
officer and a director of Cardinal Bancshares, Inc., a bank
holding company located in Lexington, Kentucky.

          CHARLES H. BINGER,  43, has served as an executive
vice president and our general counsel since December 1999.
Prior thereto, Mr. Binger was a partner in the law firm of
Thompson Coburn LLP, St. Louis, Missouri.

          ANTHONY J. GHOSTON, 40, has served as a senior vice
president and our chief information officer since November
1997.  Mr. Ghoston has been employed by us in various
management positions since 1989.

          DAVID F. MORRIS, 38, has served as a senior vice
president and our associate general counsel since
December 1999. Prior thereto, Mr. Morris was an associate in
the law firm of Thompson Coburn LLP, St. Louis, Missouri.

          The name, age and position of executive officers of
certain of our subsidiaries are set forth below:

          DR. GREGORY W. KASTEN, 45, has served as a director
since 1997.  Dr. Kasten has served as a director and president
and chief executive officer of Health Financial, Inc. and First
Lexington Trust Company, each a wholly owned subsidiary of our
company, since 1986 and 1994, respectively. Dr. Kasten has been
awarded certified financial planner and certified pension
consultant designations and received a Master of Business
Administration degree with an emphasis on finance and
investment management.  Dr. Kasten also received a medical
degree but has retired from medical practice.

          JACK R. ORBEN, 60, has served as a director since
1989.  Mr. Orben also is a director and the chairman of the
board, chief executive officer and treasurer of each of
Fiduciary Counsel, Inc. and EMCO

                            - 12 -



<PAGE>
<PAGE>
Estate Management Company, Inc., each a wholly owned subsidiary
of our company.  For various periods during the past five
years, Mr. Orben served as  the chairman of the board, chief
executive officer and treasurer of each of Venvestech Corp.,
Seward, Groves, Richards & Wells, Starwood Corporation,
Fiduciary Alliance Inc., NUSTAR Inc., Intellectronic Management
Systems Inc., Economic Analysts Inc., Ra X Productions Inc. and
EMCO Nominees Inc.  Mr. Orben also is a member of the audit,
nominating and compensation committee of our board of
directors.

                          PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          -------------------------------------------------
          STOCKHOLDER MATTERS
          -------------------

          There currently is no established public trading
market for our common stock.  We have not had any stock splits
or paid any stock dividends during the periods presented.

                                                SALES PRICE
                                             ------------------
                                              HIGH        LOW
                                             ------      ------
             1998
             ----
             First Quarter                   $25.00      $25.00
             Second Quarter                   27.50       25.00
             Third Quarter                    27.50       25.00
             Fourth Quarter                   27.50       27.50

             1999
             ----
             First Quarter                   $40.00      $40.00
             Second Quarter                   40.00       40.00
             Third Quarter                    40.00       40.00
             Fourth Quarter                   40.00       40.00

          Because of our closely held nature, no representation
is made that the foregoing prices are or are not reflective of a
"market price."  As of March 30, 2000, we reported approximately
350 stockholders of record holding our common stock.

          We have not paid any cash dividends with respect to
our common stock during the disclosed time periods.

          For the three months ended December 31, 1999, the
only sales of our securities were 24,720 shares of our common
stock issued in connection with private offerings of our common
stock at a price of $40.00 per share.  All shares of our common
stock issued by us during such period were issued pursuant to
the exemption provided by Rule 506, as promulgated by the
Securities and Exchange Commission.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          -------------------------------------------------
          CONDITION AND RESULTS OF OPERATIONS
          -----------------------------------

          The following presents management's discussion and
analysis of our consolidated financial condition and results of
operations as of the dates and for the periods indicated.  This
discussion should be read in conjunction with the other
information set forth in this Annual Report on Form 10-KSB,
including our audited, consolidated financial statements and
the accompanying notes thereto.

COMPARISON OF RESULTS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

          Revenues for the year ended December 31, 1999 as
compared to the prior year increased $2,169,000, or 9.3%, from
$23,449,000 to $25,618,000.   For such periods, investment
advisory, trust and retirement services revenue increased
$1,601,000, or 34.2%, administrative and back office support
services revenue increased $1,191,000, or 38.4%, brokerage and
brokerage services revenue decreased

                            - 13 -



<PAGE>
<PAGE>
$1,030,000, or 20.2%, finance revenue increased $229,000, or
57.9%, insurance brokerage revenue decreased $489,000, or 5.0%,
and corporate and start-up revenue increased $667,000, or
141.7%.

          Investment advisory, trust and retirement services
revenue increased principally due to the addition of a
significant number of mutual fund clients, and an increase in
the market value of assets being managed.  Additionally,
revenue reported for the year ended December 31, 1998 reflects
only nine months of activity for Unified Investment Advisers,
control of which was acquired by us on March 31, 1998.
Administrative and back office support services revenue
increased principally due to a growth in the number of mutual
fund clients serviced, additional fees associated with assets
under service and growth in assets under service.  Mutual fund
clients served increased to 183 at year-end 1999, up from 64 at
year-end 1998.  A component of administrative and back office
support services revenue, claim service revenue, increased by
$129,000 principally due to our acquisition of M. Wilson &
Associates on January 1, 1999 and growth in claims services
offered.  The decrease in brokerage and brokerage services
revenue principally was due to a decrease in trail commissions
partially offset by $902,000 in commissions received by
Unified Management Corporation and Unified Investment
Services in connection with our private placement, as compared
to $785,000 in commissions for 1998.  Total trades processed by
Unified Management Corporation increased by 2000 from 1998 due
to our Internet brokerage website.  Additionally, the number of
registered representatives at Commonwealth Investment Services
increased to 25 at year-end 1999 from nine at year-end 1998.
Finance income increased due to an increase in commercial
insurance contracts financed in 1999.  Insurance brokerage
revenue declined due to a reduction in insurance premiums
written.  Although commercial line insurance premiums rose
$2,698,000, or 11.1%, to $27,035,000, overall insurance related
revenues declined due to a decrease in personal line sales
volume, which fell from $10,507,000 for 1999 to $7,350,000 for
1998. A new personal lines non-standard auto program was
introduced during 1999, but did not perform as expected in the
intensely competitive market.  Corporate and start-up revenue
increased primarily due to the $839,000 in revenues generated
by certain companies that we started during 1999, $60,000 in
consulting revenues earned by Unified Capital Resources during
1999, the acquisition of Fully Armed Productions, which
contributed $313,000 of revenues during 1999 as compared to
$191,000 during 1998, and interest income which totaled
$352,000 during 1999 as compared to $245,000 during 1998.

          Gross profit for the year ended December 31, 1999
as compared to 1998 increased $3,397,000, or 22.7%, from
$14,940,000 to $18,337,000.  For such periods, gross profit as
a percentage of revenue increased to 71.6% from 63.7%.
Investment advisory, trust and retirement services gross profit
increased to $5,908,000 for 1999 from $4,440,000 for 1998.
The increase was due to the addition of mutual fund clients, an
increase in the market value of assets and an increase in the
number of retirement plans administrated and the amount of
assets under management.  Administrative and back office
support services gross profit increased to $3,531,000 for 1999
from $2,536,000 for 1998 due to an increase in assets under
service, additional fees for services performed and an increase
in the number of mutual fund and trust clients served.
Brokerage and brokerage service gross profit increased by
$269,000 for the year ended December 31, 1999 from $1,995,000
for the prior year, which increase was due to an increase in
private placement commissions, Internet trading fees and trail
and underwriter dealer commissions and a decrease in costs of
sales largely attributable to a decrease in intro-firm
commissions.  Finance gross profit increased from $395,000 to
$484,000 due to a growth in the number of commercial insurance
contracts financed during 1999.  Insurance brokerage gross
profit of $5,012,000 for 1999 was $91,000 less than 1998.  The
insurance brokerage gross profit decrease primarily was
attributable to a decline in the personal line sales volume.
Corporate and start-up gross profit increased by $667,000
during 1999 as compared to 1998.  The increase was primarily
due to $305,000 in gross profit contributed by certain
companies that we started during 1999 as well as to an increase
in interest income and consulting revenues and a growth in
Fully Armed Production's business.

                            - 14 -




<PAGE>
<PAGE>

          Income from operations for the year ended December
31, 1999 reflected a loss of $1,579,000, as compared to income
from operations of $969,000 for the previous year.  The increase
in gross profit of $3,397,000 from year-end 1998 to year-end
1999 was more than offset by the increase in operating expenses
of $5,945,000.  Total expenses for the year ended December 31,
1999 were $19,916,000, or 77.7%, of total revenue, as compared
to $13,971,000, or 59.6%, of total revenue for the prior year.
For the year ended December 31, 1999, Fiduciary Counsel and
Unified Investment Advisers, each of which was acquired by
us during 1998, accounted for $929,000 of the increased expenses
for 1999 when compared to 1998 ($614,000 of which was related to
employee compensation and benefits). Expenses during the year
ended December 31, 1999 were up significantly due to the following:
(i) additional staffing at our administrative and back office support
services and investment advisory operations, which have experienced
significant growth in new clients and assets under services and
assets under management, coupled with an increased marketing effort
(represented a $1,059,000 increase for 1999 as compared to 1998);
(ii) the re-engineering of trust services with the hiring of
additional technical personnel and additional spending to improve
recordkeeping and computer systems to provide clients with the highest
quality services (represented $200,000 of total expenses for 1999 as
compared to $30,000 for 1998); (iii) start-up of our Internet online
brokerage service, which required additional staff, website development
and other website cost (represented $106,000 of the total expenses for
1999 as compared to $30,000 for 1998); (iv) the ability for clients to
view their accounts via the Internet and the development of Websites
for us and each of our subsidiaries (represented $354,000 of total
expenses for 1999 compared to $204,000 in 1998); (v) our management
expansion program which started in late 1998 and which has resulted
in the hiring of numerous individuals who should contribute
significantly to our future results (represented an increase of
$300,000 of the total expenses for 1999 as compared to 1998); and
(vi) professional and legal fees related to our expansion program
(represented an increase of $687,000 for 1999 as compared to 1998).
Our start-up companies, VSX Technologies, Archer Trading, Unified
Banking Company, Unified Capital Resources and Unified Employee
Services added $1,716,000 in expenses to 1999 without comparable
expenses in 1998.

          For the year ended December 31, 1999, we incurred a
loss before income taxes of $1,743,000 as compared to income
before income taxes of $1,063,000 for 1998.  The loss in 1999
was due to the items summarized above as well as a $102,000
estimated loss on the closing of a location of the insurance
brokerage business, a $12,000 realized loss on securities and
a $24,000 loss incurred in connection with the write-off of a
building lease.  Net loss was $1,773,000 for the year ended
December 31, 1999 as compared to net income of $912,000 for
1998.

LIQUIDITY AND CAPITAL RESOURCES

          Our primary sources of liquidity historically have
been and continue to be cash flow from operating activities,
available borrowing capacity from capitalized leases and a loan
from a regional bank to finance capital equipment.  The net
decrease in cash and cash equivalents at December 31, 1999 from
December 31, 1998 was $4,687,000.  The net decrease reflects
the repayment of borrowings, the purchase of fixed assets and
bond investments and our $7,300,000 capital contribution to
Unified Banking Company in October 1999.  We received
$9,530,800 from the issuance of 238,270 shares of common
stock in our private placement during the year ended
December 31, 1999.

          In connection with the organization of Unified
Banking Company, we contributed $7,300,000 as capital to
Unified Banking Company on October 20, 1999.  The source of
funds for the capital contribution to Unified Banking Company
was funds received by us in our private placement.

          Subject to the receipt of the required regulatory
approvals, management anticipates that Phase I of the VSX.com
business model will be completed by the end of the fourth
quarter of 2000.  We will begin taking the necessary actions to
complete Phase II and Phase III of the business model upon
completion of Phase I.  We currently estimate that we will
incur approximately $3.0-$5.0 million of costs (expenses and
capital expenditures) in connection with Phase I of the
project.  Management estimates that an additional

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<PAGE>
<PAGE>
$5.0-$10.0 million of costs will be incurred with Phase II and
Phase III of the project.  The anticipated costs to build the
VSX.com "brand" are not part of the estimated expenditures of
Phases I, II and III.  Management currently is negotiating to
obtain third-party financing with respect to Phase I of the
project.  Management believes that Phase II and Phase III will
be funded from revenues generated by VSX.com upon completion of
Phase I.  There can be no assurance that we will be successful
in securing the required financing, in launching any phase of
the VSX.com project or that the project will be a commercial
success.

          We believe that anticipated revenues from
operations should be adequate for the working capital
requirements of our existing core businesses over the next
twelve months.  In the event that our plans or assumptions
change, or if our resources available to meet unanticipated
changes in business conditions prove to be insufficient to fund
operations, we could be required to seek additional financing
prior to that time.

IMPACT OF YEAR 2000

     In prior years, we discussed the nature and progress of
our plans to become Year 2000 ready.  In late 1999, we
completed our remediation and testing of systems.  As a result
of those planning and implementation efforts, we experienced no
significant disruptions in mission critical information
technology and non-information technology systems and believe
those systems successfully responded to the Year 2000 date
change.  We expensed approximately $80,000 during 1999 in
connection with remediating our systems.  We are not aware
of any material problems resulting from Year 2000 issues,
either with our products, our internal systems, or the products
and services of third parties.  We will continue to monitor our
mission critical computer applications and those of our
suppliers and vendors throughout the year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed
promptly.

RISK FACTORS

          You should carefully consider the risks described
below before making a decision to invest in Unified Financial
Services.  The risks and uncertainties described below are not
the only risks that we face.

          If any of the following risks actually occur, our
business, financial condition or results of future operations
could be materially adversely affected.  In such case, the
trading price of our common stock could decline, and you may
lose all or part of your investment.

          NEED FOR ADDITIONAL CAPITAL; RISK RELATING TO
ACQUISITIONS.  Our pending and proposed projects have required
and will continue to require substantial capital for
investments in and development of such projects.  There can be
no assurance that we will be able to raise the capital
necessary to fund our projects.  The failure to raise or
generate such funds may require us to delay or abandon some of
our planned future expansion or expenditures, which could have
a material adverse effect on our growth.

          To expand our markets and take advantage of the
consolidation trend in the financial services industry, our
business strategy includes growth through acquisitions.
Although we believe that the operations of the companies we
have acquired since June 1, 1997 are being successfully
integrated with our operations, there can be no assurance that
such integration will continue to be successful, that future
acquisitions can be consummated on acceptable terms or that any
acquired companies can be successfully integrated into our
operations.  We also are continually investigating
opportunities for acquisitions.  In connection with future
acquisitions, we may incur additional indebtedness or may issue
additional equity.

                            - 16 -



<PAGE>
<PAGE>
Our ability to make future acquisitions may be constrained by
our ability to obtain such additional financing.  To the extent
we use equity to finance future acquisitions, there is a risk
of dilution to holders of our common stock.

          In addition, acquisitions may involve a number of
special risks, including:  initial reductions in our reported
operating results; diversion of management's attention;
unanticipated problems or legal liabilities; and a possible
reduction in reported earnings due to amortization of acquired
intangible assets in the event that such acquisitions are made
at levels that exceed the fair market value of net tangible
assets.  Some or all of these items could have a material
adverse effect on us.  There can be no assurance that
businesses acquired in the future will achieve sales and
profitability that justify the investment therein.  In
addition, to the extent that consolidation becomes more
prevalent in the industry, the prices for attractive
acquisition candidates may increase to unacceptable levels.

          ANTICIPATE TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.  In connection with our shift from
traditional distribution channels to an Internet distribution
strategy and the development of new distribution channels, we
anticipate that we will incur operating losses for the
foreseeable future.  We believe that our revenues will continue
to increase but that operating expenses will increase
significantly due to the costs associated with the
implementation of our business plan.  In addition, we will
incur non-recurring costs in connection with exiting certain
businesses that are not now part of our business strategy.

          REVENUE GROWTH FROM ELECTRONIC COMMERCE MAY NOT
DEVELOP.  Our growth strategy is based upon a shift from
traditional distribution channels to distribution via the
Internet.  If we do not generate increased revenues from
electronic commerce, our business, financial condition and
operating results could be materially adversely affected.  To
generate significant electronic revenues, we will have to
successfully implement our business plan.

          DEVELOPMENT OF THE ELECTRONIC COMMERCE MARKET IS
UNCERTAIN.  If electronic commerce does not grow or grows
slower than expected, our business may suffer.  Our Internet
distribution strategy depends upon widespread market acceptance
of electronic commerce.  A number of factors could prevent such
acceptance, including the following:

               *    electronic commerce is at an early stage and
                    buyers may be unwilling to shift their
                    purchasing from traditional vendors to
                    online vendors;
               *    the necessary network infrastructure for
                    substantial growth in usage of the Internet
                    may not be adequately developed;
               *    increased government regulation or taxation may
                    adversely affect the viability of electronic
                    commerce;
               *    insufficient availability of telecommunication
                    services or changes in telecommunication services
                    could result in slower response times; and
               *    adverse publicity and consumer concern about the
                    security of electronic commerce transactions could
                    discourage its acceptance and growth.

          THERE IS INTENSE COMPETITION FOR INTERNET PRODUCTS
AND SERVICES, ADVERTISING AND SALES OF GOODS AND SERVICES.
Competition for Internet products and services, advertising and
electronic commerce is intense.  We expect that competition
will continue to intensify.  Barriers to entry are minimal, and
competitors can launch new Web sites at a relatively low cost.
Our competitors may develop Internet products and services that
are superior to, or have greater market acceptance than, our
solutions.  If we are unable to compete successfully against
our competitors, our business, financial

                            - 17 -



<PAGE>
<PAGE>
condition and operating results will be adversely affected.
Many of our competitors have greater brand recognition and
greater financial, marketing and other resources than us. This
may place us at a disadvantage in responding to our
competitors' pricing strategies, technological advances,
advertising campaigns, strategic partnerships and other
initiatives.

          RISKS ASSOCIATED WITH RAPID GROWTH.  We have
experienced rapid growth in net revenues and expansion of our
operations and anticipate that further significant expansion
will be required to address potential growth in our customer
base and market opportunities.  Such growth has placed, and, if
sustained, will continue to place, strain on our management,
information systems, operation and resources.  Our ability to
manage any future growth will continue to depend upon the
successful expansion of our sales, marketing, customer support,
administrative infrastructure and the ongoing implementation
and improvement of a variety of internal management systems,
procedures and controls.  Continued growth also will require us
to hire more personnel, and expand management information
systems.  Recruiting qualified personnel is an intensely
competitive and time-consuming process.  There can be no
assurance that we will be able to attract and retain the
necessary personnel to accomplish our growth strategies or that
we will not experience constraints that will adversely affect
our ability to support satisfactorily our clients and
operations.  There can be no assurance that we will be able to
attract, manage and retain additional personnel to support any
future growth, if any, or will not experience significant
problems with respect to any infrastructure expansion or the
attempted implementation of systems, procedures and controls.
If our management is unable to manage growth effectively, our
business, financial condition and results of operations could
be materially adversely affected.

          DEPENDENCE UPON TECHNOLOGY; PROPRIETARY RIGHTS.
Our success and ability to compete is dependent in part upon
our technology, although we believe that our success is more
dependent upon our technical expertise than our proprietary
rights.  We principally rely upon a combination of copyright,
trademark and trade secret laws and contractual restrictions to
protect our proprietary technology.  It may be possible for a
third party to copy or otherwise obtain and use our products or
technology without authorization or to develop similar
technology independently, and there can be no assurance that
such measures have been, or will be, adequate to protect our
proprietary technology or that our competitors will not
independently develop technologies that are substantially
equivalent or superior to our technology.  We propose to
operate a substantial portion of our business over the
Internet, which is subject to a variety of risks.  Such risks
include, but are not limited to, the substantial uncertainties
that exist regarding the system for assigning domain names and
the status of private rules for resolution of disputes
regarding rights to domain names.  There can be no assurance
that we will continue to be able to employ our current domain
names in the future or that the loss of rights to one or more
domain names will not have a material adverse effect on our
business and results of operations.

     Although we do not believe that we infringe the
proprietary rights of any third parties, there can be no
assurance that third parties will not assert such claims
against us in the future or that such claims will not be
successful.  We could incur substantial costs and diversion of
management resources with respect to the defense of any claims
relating to proprietary rights, which could have a material
adverse effect on our business, financial condition and results
of operations.  In addition, we may become obligated under
certain agreements to indemnify another party in connection
with infringement by us of the proprietary rights of third
parties.  In the event we are required to indemnify parties
under these agreements, it could have a material adverse effect
on our business, financial condition and results of operations.
In the event a claim relating to proprietary technology or
information is asserted against us, we may seek licenses to
such intellectual property.  There can be no assurance,
however, that licenses could be obtained on commercially
reasonable terms, if at all, or that the terms of any offered
licenses would be acceptable to us.  The failure to obtain the
necessary licenses or other rights could have a material
adverse effect on our business, financial condition and results
of operations.

                            - 18 -




<PAGE>
<PAGE>

          RISKS TO PHYSICAL NETWORK; RISKS TO INTEGRITY OF
DATA ON NETWORK.  Our operations are partially dependent upon
our ability to protect our network infrastructure against
damage from fire, earthquakes, severe flooding, mudslides,
power loss, telecommunications failures and similar events or
to construct networks that are not vulnerable to the effects of
these events.  The occurrence of a natural disaster or other
unanticipated problems at our network in the future could cause
additional major interruptions in the services provided by us.

          In addition, some networks may experience
interruptions in service as a result of the accidental or
intentional actions of Internet users, current and former
employees or others.  Unauthorized use of our network could
jeopardize the security of confidential information stored in
our computer systems, which may result in liability to our
customers or deter potential customers.

          Our failure to adequately manage service
disruptions resulting from physical damage to our network or
breaches of the network's integrity, could have a material
adverse effect on our business, financial condition and results
of operations.

          SECURITY RISKS.  Despite the implementation of
network security measures by us, such as limiting physical and
network access to our routers, our Internet access systems and
information services are vulnerable to computer viruses, break-
ins and similar disruptive problems caused by our customers or
other Internet users.  Such problems caused by third parties
could lead to interruption, delays or cessation in service to
our customers.  Furthermore, such inappropriate use of the
Internet by third parties also could potentially jeopardize the
security of confidential information stored in the computer
systems of our customers and other parties connected to the
Internet, which may deter potential subscribers.  Persistent
security problems continue to plague public and private data
networks.  Recent break-ins reported in the press and otherwise
have reached computers connected to the Internet at major
corporations and Internet access providers and have involved
the theft of information, including incidents in which hackers
bypassed firewalls by posing as trusted computers.  Alleviating
problems caused by computer viruses, break-ins or other
problems caused by third parties may require significant
expenditures of capital and resources by us, which could have a
material adverse effect on us.  Until more comprehensive
security technologies are developed, the security and privacy
concerns of existing and potential customers may inhibit the
growth of the Internet service industry in general and our
customer base and revenues in particular.  Moreover, if we
experience a breach of network security or privacy, there can
be no assurance that our customers will not assert or threaten
claims against us based on or arising out of such breach, or
that any such claims will not be upheld, which could have a
material adverse effect on our business, financial condition
and results of operation.

          NO ASSURANCE OF FUTURE GROWTH.  There can be no
assurance that we will continue to achieve growth in assets or
earnings.  Our ability to achieve such growth will be dependent
upon numerous factors including, but not limited to, general
economic conditions, our ability to recruit qualified
personnel, our ability to promptly and successfully integrate
acquired businesses with our existing operations and our
ability to execute our business plan.

          COMPETITION.  We encounter substantial competition
in the businesses in which we compete.  Our principal
competitors include mutual funds, investment advisers,
investment counsel firms and financial institutions such as
banks, savings and loan institutions and credit unions.  Many
of the institutions with which we compete are larger and have
substantially greater financial resources than us.

                            - 19 -



<PAGE>
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS
          --------------------

To the Board of Directors and
   Stockholders of Unified Financial Services, Inc.


               INDEPENDENT AUDITORS' REPORT
               ----------------------------

We have audited the accompanying consolidated statements of
financial condition of Unified Financial Services, Inc. and
subsidiaries at December 31, 1999 and 1998, and the related
consolidated statements of operations, comprehensive income,
cash flows and changes in stockholders' equity for the years
then ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated 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, such consolidated financial statements present
fairly, in all material respects, the financial position of
Unified Financial Services, Inc. and subsidiaries at
December 31, 1999 and 1998, and the results of their
operations, and their cash flows for the years then ended in
conformity with generally accepted accounting principles.




/s/ Larry E. Nunn & Associates, LLC
Columbus, Indiana
February 2, 2000

                            - 20 -


<PAGE>
<PAGE>

<TABLE>
                         UNIFIED FINANCIAL SERVICES, INC.
                  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           DECEMBER 31, 1999 AND 1998
                           --------------------------
<CAPTION>
                                      ASSETS
                                      ------
                                                               1999           1998
                                                               ----           ----
<S>                                                        <C>             <C>
Current Assets
   Cash and cash equivalents                               $ 5,709,082     $10,395,843
   Due from banks                                              314,815              --
   Federal funds sold                                        4,922,000              --
   Bond investments                                          5,515,156              --
   Investment in affiliated mutual funds                       577,668         494,403
   Investment in securities and non-affiliated
     mutual funds                                              639,295         231,728
   Accounts receivable (net of allowance for
     doubtful accounts of $38,326 for 1999
     and $2,041 for 1998)                                    9,138,688       8,910,623
   Loans receivable (net of allowance for loan
     losses of $33,000 for 1999 and $0 for 1998)             2,810,876              --
   Deferred tax asset                                            5,707              --
   Prepaid assets and deposits                                 899,867         230,006
                                                           -----------     -----------

        Total current assets                                30,533,154      20,262,603
                                                           -----------     -----------

Fixed Assets, at cost
   Equipment and furniture (net of accumulated
     depreciation of $2,913,498 for 1999 and
     $2,472,022 for 1998)                                    2,944,610       1,590,081
                                                           -----------     -----------

Non-Current Assets
   Investment in debt securities                             1,073,621         994,211
   Equity investment in affiliates                                  --         565,566
   Organization cost (net of accumulated
     amortization of $32,019 for 1999 and
     $6,900 for 1998)                                          641,688         562,776
   Goodwill (net of accumulated amortization of
     $139,093 for 1999 and $34,773 for 1998)                 1,214,701       1,902,691
   Other non-current assets                                    341,220         620,649
                                                           -----------     -----------

        Total non-current assets                             3,271,230       4,645,893
                                                           -----------     -----------

          TOTAL ASSETS                                     $36,748,994     $26,498,577
                                                           ===========     ===========

(Continued on next page)

See independent auditors' report and accompanying notes.

                                - 21 -

<PAGE>
<PAGE>
<CAPTION>
                               UNIFIED FINANCIAL SERVICES, INC.
                        CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                  DECEMBER 31, 1999 AND 1998
                                  --------------------------

                              LIABILITIES AND STOCKHOLDERS' EQUITY
                              ------------------------------------
                                                                          1999           1998
                                                                          ----           ----
<S>                                                                   <C>             <C>
Current Liabilities:
   Current portion of capital lease obligations                       $    30,073    $    53,125
   Current portion of long-term debt                                    2,343,965             --
   Current portion of bank line-of-credit                               1,727,003      3,886,612
   Customer deposits                                                    7,331,853             --
   Accounts payable and accrued expenses                                2,731,970      1,880,745
   Accrued compensation and benefits                                      549,093        329,643
   Payable to insurance companies                                       5,670,974      6,456,511
   Payable to broker-dealers                                              255,158        596,509
   Income taxes payable, current                                          136,630          1,857
   Income taxes payable, deferred                                          83,157         90,318
   Unearned fee income                                                    330,692             --
   Repurchase agreements                                                    4,952             --
   Other liabilities                                                      262,002      1,218,855
                                                                      -----------    -----------

      Total current liabilities                                        21,457,522     14,514,175
                                                                      -----------    -----------

Long-Term Liabilities
   Long-term portion of capital lease obligation                            8,933         84,742
   Long-term portion of debt                                              514,031      2,024,579
   Other long-term liabilities                                            104,742        385,886
   Deferred income taxes                                                   85,779         33,361
                                                                      -----------    -----------

      Total long-term liabilities                                         713,485      2,528,568
                                                                      -----------    -----------

         Total liabilities                                             22,171,007     17,042,743
                                                                      -----------    -----------

Commitments and Contingencies                                                  --             --

Stockholders' Equity
   Common stock, par value $.01 per share                                  33,294         27,668
   Preferred stock Series C                                                    --          1,672
   Additional paid-in capital                                          16,050,189      8,345,555
   Retained earnings                                                   (1,292,794)     1,080,939
   Accumulated other comprehensive income                                 (35,463)            --
                                                                      -----------    -----------
                                                                       14,755,226      9,455,834
   Less: treasury stock, at cost                                         (177,239)            --
                                                                      -----------    -----------

         Total stockholders' equity                                    14,577,987      9,455,834
                                                                      -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $36,748,994    $26,498,577
                                                                      ===========    ===========

See independent auditors' report and accompanying notes.

</TABLE>
                                - 22 -




<PAGE>
<PAGE>

<TABLE>
                                UNIFIED FINANCIAL SERVICES, INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                             YEARS ENDED DECEMBER 31, 1999 AND 1998
                             --------------------------------------
<CAPTION>

                                                                         1999           1998
                                                                         ----           ----
<S>                                                                   <C>            <C>
REVENUES                                                              $25,617,592    $23,448,483

COST OF SALES                                                           7,280,386      8,508,651
                                                                      -----------    -----------

GROSS PROFIT                                                           18,337,206     14,939,832
                                                                      -----------    -----------

OPERATING EXPENSES
   Employee compensation and benefits                                  11,435,539      6,803,739
   Brokerage operating charges                                            733,439        415,665
   Investment administration expenses                                     233,008        537,879
   Occupancy                                                            1,044,066        718,904
   Telephone                                                              438,399        264,269
   Depreciation and amortization                                          830,606        949,349
   Mail and courier                                                       425,967        500,327
   Equipment rental and maintenance                                       500,752        159,189
   Professional fee                                                     1,711,186        730,797
   Travel and entertainment                                               925,630        378,276
   Business development cost                                              637,765        504,924
   All other                                                            1,000,122      2,007,249
                                                                      -----------    -----------
      Total operating expenses                                         19,916,479     13,970,567
                                                                      -----------    -----------

      Income (loss) from operations                                    (1,579,273)       969,265

OTHER INCOME (LOSS)
   Unrealized gain on securities                                           16,023         23,947
   Realized gain (loss) on securities                                     (11,826)        13,496
   Loss on sale/disposal of fixed assets                                  (24,093)        (8,752)
   All other                                                             (144,016)        65,313
                                                                      -----------    -----------

      Income (loss) before income taxes                                (1,743,185)     1,063,269

   Income taxes                                                            29,730        151,108
                                                                      -----------    -----------

NET INCOME (LOSS)                                                     $(1,772,915)   $   912,161
                                                                      ===========    ===========

Per share earnings (loss)
   Basic                                                              $      (.62)   $       .39
   Basic common shares outstanding                                      2,869,862      2,316,767
   Fully diluted                                                      $      (.60)   $       .35
   Fully diluted common shares outstanding                              2,975,823      2,580,013


See independent auditors' report and accompanying notes.
</TABLE>

                                - 23 -


<PAGE>
<PAGE>

<TABLE>
                         UNIFIED FINANCIAL SERVICES, INC.
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                   FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                   ----------------------------------------------

<S>                                                                     <C>
1998
----

  Net income                                                            $   912,161
  Other comprehensive income, net of tax
     Unrealized gain on securities,
        net of reclassification adjustment                                       99
                                                                        -----------

  Comprehensive income                                                  $   912,260
                                                                        ===========

1999
----

  Net loss                                                              $(1,772,915)
  Other comprehensive income, net of tax
     Unrealized loss on securities,
        net of reclassification adjustment                                  (35,463)
                                                                        -----------

  Comprehensive loss                                                    $(1,808,378)
                                                                        ===========

See independent auditors' report and accompanying notes.
</TABLE>

                                - 24 -



<PAGE>
<PAGE>

<TABLE>
                            UNIFIED FINANCIAL SERVICES, INC.
                          CONSOLIDATED STATEMENTS OF CASH FLOW
                     FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                     ----------------------------------------------

<CAPTION>
                                                                 1999          1998
                                                                 ----          ----
<S>                                                         <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net income (loss)                                        $ (1,772,915)   $   912,161
   Adjustments to reconcile net income to cash
      provided by (used) in operating activities:
         Deferred income taxes                                   214,905        125,343
         Provision for depreciation and amortization             830,606        949,349
         Net appreciation on investments                          (7,783)       (23,946)
         Results of affiliated company                                --        (59,197)
         Loss on disposal of fixed assets                            342         22,832
         Cash value of officers' life insurance                       --        (12,500)
         Deferred startup cost                                  (105,622)      (643,169)
         Loss on disposal of business segment                    129,487             --
         (Increase) decrease in operating assets
            Due from banks                                      (314,815)            --
            Receivables                                         (694,912)    (2,317,320)
            Net loans receivable                              (2,605,676)            --
            Prepaid and sundry assets                           (648,163)        28,824
         Increase (decrease) in operating liabilities
            Customer deposits                                  7,331,853             --
            Accounts payable and accrued expenses                 99,266      1,069,207
            Other liabilities                                 (1,181,429)      (253,929)
            Accrued income taxes                                 118,766         47,788
                                                            ------------    -----------

   Net cash provided (used) by operating activities            1,393,910       (154,557)
                                                            ------------    -----------

CASH FLOW FROM INVESTING ACTIVITIES
   Purchase of equipment                                      (2,027,635)      (512,023)
   Proceeds from sale of fixed assets                                 --          9,220
   Investment in securities and mutual funds                     (97,874)       224,634
   Investment in debt securities                                 (33,148)       (21,034)
   Federal Funds sold                                         (4,922,000)            --
   Bond investments                                           (5,515,156)            --
   Repayment of note receivable                                       --          4,502
   Investment in other assets                                    (57,480)            --
   Appreciation of debt securities                                    --           (531)
                                                            ------------    -----------

   Net cash used by investing activities                     (12,653,293)      (295,232)
                                                            ------------    -----------

CASH FLOW FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                      7,012,656     10,222,635
   Proceeds from issuance of Preferred C stock                   100,900        210,000
   Redemption of Preferred A and B stock                              --     (1,706,900)
   Dividends on common and preferred stock                       (35,252)      (352,107)
   Repurchase of common stock                                   (873,000)    (2,921,024)
   Proceeds from reissuance of treasury stock                  1,501,800             --
   Acquisition of subsidiaries                                        --       (413,026)
   Proceeds from borrowings                                    2,667,450      3,373,770
   Repayment of borrowings                                    (3,753,457)       (81,537)
   Repayment of capital lease obligations                        (48,475)       (92,755)
                                                            ------------    -----------

   Net cash provided by financing activities                   6,572,622      8,239,056
                                                            ------------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          (4,686,761)     7,789,267
CASH AND CASH EQUIVALENTS - Beginning of the year             10,395,843      2,606,576
                                                            ------------    -----------

CASH AND CASH EQUIVALENTS - End of the year                 $  5,709,082    $10,395,843
                                                            ============    ===========

See independent auditors' report and accompanying notes.
</TABLE>

                                - 25 -



<PAGE>
<PAGE>

<TABLE>
                                                 UNIFIED FINANCIAL SERVICES, INC.
                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                              YEARS ENDED DECEMBER 31, 1999 AND 1998
                                              --------------------------------------

<CAPTION>
                                                                                             ACCUMULATED
                                                                ADDITIONAL                      OTHER
                                          COMMON    PREFERRED    PAID-IN       RETAINED     COMPREHENSIVE  TREASURY
                                          STOCK       STOCK      CAPITAL       EARNINGS        INCOME       STOCK         TOTAL
                                          -----       -----      -------       --------        ------       -----         -----
<S>                                      <C>        <C>        <C>           <C>            <C>            <C>         <C>
Balance at December 31, 1997             $21,728    $ 17,069   $ 2,199,921   $   603,749    $    (99)      $     --    $ 2,842,368
   1998 net income                                                               912,161                                   912,161
   Other comprehensive income                                                                     99                            99
   Redemption of preferred stock                     (17,069)   (1,689,831)                                             (1,706,900)
   Issuance of preferred stock                         2,100       207,900                                                 210,000
   Issuance of common stock                4,507                10,218,128                                              10,222,635
   Conversion of preferred stock
      to common stock                        578        (428)         (150)                                                     --
   Acquisition of Unified Investment
      Advisers                                                    (683,210)      (31,387)                                 (714,597)
   Acquisition of Fiduciary Counsel          361                   902,389                                                 902,750
   Acquisition of Fully Armed
      Productions                            183                     1,743         1,461                                     3,387
   Acquisition of Commonwealth
      Investment Services                    275                   109,725       (52,937)                                   57,063
   Acquisition of M. Wilson
      & Associates                            36                       (36)                                                     --
   Repurchase of common shares at
      Equity Underwriting Group                                 (2,921,024)                                             (2,921,024)
   Dividends to stockholders                                                    (286,264)                                 (286,264)
   Dividends on preferred stock                                                  (65,844)                                  (65,844)
                                         -------    --------   -----------   -----------    --------       ---------   -----------

Balance at December 31, 1998              27,668       1,672     8,345,555     1,080,939          --              --     9,455,834
   1999 net loss                                                              (1,772,915)                               (1,772,915)
   Other comprehensive loss                                                                  (35,463)                      (35,463)
   Issuance of common stock                2,007                 7,010,649                                               7,012,656
   Sale of preferred stock                             1,009        99,891                                                 100,900
   Repurchase of stock for treasury                                                                         (873,000)     (873,000)
   Reissuance of treasury stock                                    806,039                                   695,761     1,501,800
   Reduction of goodwill                                          (211,007)                                               (211,007)
   Conversion of preferred stock
      to common stock                      3,619      (2,681)         (938)                                                     --
   Acquisition of minority interest                                             (565,566)                                 (565,566)
   Dividends to stockholders                                                     (35,252)                                  (35,252)
                                         -------    --------   -----------   -----------    --------       ---------   -----------

Balance at December 31, 1999             $33,294    $      -   $16,050,189   $(1,292,794)   $(35,463)      $(177,239)  $14,577,987
                                         =======    ========   ===========   ===========    ========       =========   ===========

See independent auditors' report and accompanying notes.
</TABLE>
                                - 26 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------


Note 1 -  NATURE OF OPERATIONS

          Unified Financial Services, Inc. (the "Company" or
          "Unified"), a Delaware holding company for various
          financial services companies that also does
          business as Unified.com, was organized on
          December 7, 1989.  The Company distributes a
          vertically integrated financial services platform
          via the Internet and via the traditional industry
          channels of its subsidiaries.  As of December 31,
          1999, the Company maintained in excess of $1.5
          billion of assets under management and $5 billion
          of assets under service.  Through its subsidiaries,
          all of which are wholly owned, the Company provides
          services primarily in six lines of business:
          investment advisory, trust and retirement services;
          administrative and back office support services;
          brokerage and brokerage services; finance;
          insurance brokerage; and corporate and start-up.

          The investment advisory, trust and retirement
          services operations, which are conducted through the
          Company's registered investment advisory firms and
          trust company, provide professional financial
          management to individuals, institutions, including
          private pension plans and foundations, and the
          Unified Mutual family of funds.  Such operations
          also provide professional investment management to
          individuals and institutions on a customized basis.
          The Company's non-bank trust subsidiary specializes
          in retirement plans and is regulated by the
          Kentucky Commissioner of Banking under the
          Department of Financial Institutions, Commonwealth
          of Kentucky.  The Company's third party
          professional services firm provides consulting,
          recordkeeping and trust accounting services for
          qualified retirement and cafeteria plans.

          The Company, through its subsidiaries, provides
          administrative and back office support services to
          mutual funds, qualified retirement and cafeteria
          plans, wealth management service providers and
          property and casualty insurance carriers and also
          provides claim adjusting services for insurance
          companies.  The mutual fund administrative
          subsidiaries provide services such as: transfer
          agency; fund accounting; and administrative,
          regulatory, compliance and start-up services for
          mutual funds, investment advisors, banks and other
          money managers in their proprietary mutual fund
          efforts.  In addition, such subsidiaries provide
          all of the mutual fund services for the Unified
          Funds portfolios, and perform other clerical
          functions to the Unified Funds in addition to
          typical mutual fund services.  Other subsidiaries
          provide administrative claims services on a
          contractual basis for property and casualty
          insurance carriers and claims adjusting services
          for various insurance companies in the private
          passenger and commercial trucking lines.  The
          professional staff at our wealth management
          subsidiary based in New York City assists clients
          in a variety of disciplines, including the
          following: financial, tax and estate planning;
          family office services such as budgeting, bill
          paying and payroll administration; trust
          administration; and income tax return preparation
          and filing for individuals, trusts, partnerships
          and small businesses.

          The brokerage and brokerage services operations
          consist of registered broker-dealers under the
          Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), that also are members of the National
          Association of Securities Dealers, Inc. ("NASD").

                               - 27 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 1 -  NATURE OF OPERATIONS (continued)

          Our finance operation is headquartered in Lexington,
          Kentucky.  The operation is a premium finance
          company that is governed by the laws under Subtitle
          30 of the Commonwealth of Kentucky Insurance Code,
          is licensed under applicable governing regulations
          in the states of Kentucky, Tennessee, Illinois and
          Ohio and conducts business in the states of West
          Virginia and Indiana, which do not require
          licensing of premium finance companies.  The
          finance company provides financing for the payment
          of premiums on insurance coverage placed by the
          Company's insurance brokerage operation.

          The Company's insurance brokerage subsidiaries are
          headquartered in Lexington, Kentucky and provide
          specialty insurance products as a general agent or
          a broker in the states of Kentucky, Tennessee, West
          Virginia, Ohio, Indiana and Illinois.  The
          operations write insurance products for primarily
          niche areas in the insurance marketplace that are
          considered more "non-standard," representing a
          higher risk of insured.  The insurance brokerage
          operations are licensed managing general agencies
          operating as a wholesaler/broker of property and
          casualty insurance products in the states of
          Kentucky, Illinois, Tennessee, Virginia, West
          Virginia, Ohio and Indiana.  The Company, through
          its subsidiaries, operates as managing general
          agents between a number of admitted as well as
          excess and surplus line insurance companies.

          The Company's corporate and start-up operations
          provide management services, working capital, systems
          support and equipment and development for its
          subsidiaries.  The Company organized Unified
          Internet Services, Inc. in February 1998 to develop
          the Company's websites and its proprietary search
          engine for the financial services industry.  On
          November 1, 1999, Unified Banking Company, a
          Federal savings bank, commenced operations.
          Unified Banking Company is located in Lexington,
          Kentucky and its accounts are insured by the
          Federal Deposit Insurance Corporation to the
          maximum limit permitted under federal law.  In
          connection with the organization of Unified Banking
          Company, the Company contributed $7.3 million to
          Unified Banking Company as capital in exchange for
          all of the capital stock of Unified Banking
          Company.  On  May 6, 1999, the Company acquired
          from First Insight Securities, Ltd. assets for cash
          and assumed certain liabilities through the
          Company's wholly owned subsidiary, Archer Trading,
          Inc.  Archer Trading provides stock trading
          services and has the staff to assist in the
          training of various financial service firms that
          could increase volume and vertical integration. On
          June 1, 1999, the Company acquired Fully Armed
          Productions, Inc.  Fully Armed Productions, Inc.
          provides creative and technological services for
          the television, radio and Internet industries
          through its specialty production capabilities and
          performs programming and production services for
          numerous cable, satellite and television stations.

          Effective in January 1998, Unified Holdings, Inc.'s
          name was changed to Unified Financial Services,
          Inc.; Unified Advisers, Inc.'s name was changed to
          Unified Fund Services, Inc.; and Vintage Advisers
          Inc.'s name was changed to Unified Investment
          Advisers, Inc.

                               - 28 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of Presentation
          ---------------------
          The Consolidated Financial Statements include the
          accounts  of the Unified Financial Services, Inc. and
          its subsidiaries after elimination of all material
          intercompany accounts and transactions.

          The Consolidated Financial Statements give
          retroactive effect to the Company's pooling-of-interest
          transactions.  As a result, the Consolidated
          Statements of Financial Condition, Statements of
          Operations, Statements of Comprehensive Income,
          Statements of Cash Flows and Statements of Changes
          in Stockholders' Equity are consolidated for all
          periods presented.  As required by generally
          accepted accounting principles, the Consolidated
          Financial Statements become the historical
          consolidated financial statements upon issuance of
          the financial statements for the periods that
          include the date of the transaction.  The
          Consolidated Statements of Changes in Stockholders'
          Equity reflect the accounts for the Company as if
          the shares of common stock, $0.01 per value, of the
          Company (the "Common Stock") issued in the pooling-
          of-interests transactions had been outstanding
          during all periods presented.  The Consolidated
          Financial Statements, including the notes thereto,
          should be read in conjunction with the historical
          consolidated financial statements of the Company.

          Fees and Commissions
          --------------------
          The Company records revenue on the accrual basis
          of accounting.  For the brokerage operations,
          commissions and clearing revenue are recorded on
          the settlement date of the related security
          transactions.  This does not materially differ from
          recording commissions based upon trade date.  The
          investment administration business revenue, as well
          as the investment adviser fees earned by third
          party advisers, is recorded on the accrual basis.
          The fees earned by the operation and paid to the
          sub-advisers are based on established fee schedules
          and contracts.  Generally, fees may be collected
          from the invested assets.  Thus, collection of the
          fees is reasonably certain.  The financial services
          portion of the investment administration operation
          provides administrative services to investment
          companies and separate accounts.  Revenue is
          recorded as it is earned each month based upon
          accounts and account balances.  In connection with
          this, the Company earns income on the accounts
          established to transfer these funds for customers.
          For the insurance operations, commission income and
          expense are recorded on the effective date of each
          policy; return commissions are recorded when a
          policy cancellation occurs.  All other revenue is
          recorded as earned.

          Property and Equipment
          ----------------------
          Property and equipment is stated at cost.
          Depreciation,  including the depreciation of capital
          leased equipment, is provided on the straight-line or
          accelerated methods over the estimated useful life
          of the assets for financial statement purposes.

          Investments and Investment in Debt Securities
          ---------------------------------------------
          Investments, which consist primarily of an investment
          in  mutual funds (affiliated or non-affiliated), are
          recorded and adjusted to the fair market value as
          of the date of the financial statements and
          reported on the Statement of Operations as
          unrealized gain or loss on

                               - 29 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------


Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          securities.  Investment in debt securities are
          recorded at cost and amortized over the period to
          maturity for the premium or discount from par value
          under generally accepted accounting principles.

          Income Taxes
          ------------
          The Company files consolidated Federal and state
          income tax returns with its subsidiaries.
          Subsequent to its acquisition by the Company, each
          of M. Wilson & Associates, Commonwealth Investment
          Services and Fully Armed Productions will be
          included in the consolidated tax returns of the
          Company, which uses the accrual method of tax and
          accounting reporting.

          The Company has adopted Statement of Financial Accounting
          Standards No. 109 "Accounting for Income Taxes"
          ("SFAS 109").  SFAS 109 requires use of the liability
          method of accounting for deferred income taxes.

          Other Non-Current Assets
          ------------------------
          Included in other non-current assets are intangible
          assets for non-compete covenants, the value of
          acquired companies' names and the present value of
          building leases below fair market value.  For
          financial reporting basis, these assets are
          amortized on a straight-line basis over a three-,
          eight- or fifteen- year period.

          Goodwill
          --------
          The Company, in acquiring certain businesses,
          acquired goodwill.  The Company has determined the
          value of the goodwill, which is amortized over the
          estimated economic lives on a straight-line basis
          over a period of 10 to 15 years for financial
          reporting basis.  For tax purposes, goodwill is
          amortized on a straight-line basis over 15 years.

          Organization Cost
          -----------------
          Cost related to the organization of the various
          operations have been capitalized and amortized over
          a sixty-month period on a straight-line basis.  As
          required by Statement of Position 98-6, the
          Company, in 1999, adopted an accounting policy to
          expense certain costs incurred in start-up
          activities as defined by SOP 98-5.  The accounting
          change was retroactively applied to 1998.  The
          effect on the net income for 1998 was $335,251.

          Use of Estimates
          ----------------
          The presentation of financial statements in
          conformity with generally accepted accounting
          principles requires management to make estimates
          and assumptions that 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 revenue and
          expenses during the reporting period.  Actual
          results could differ from those estimates.

                               - 30 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          Statement of Cash Flows
          -----------------------
          For purposes of the Statements of Cash Flows, the
          Company considers all liquid investments with an
          original maturity of three months or less to be
          cash equivalents.  The Company maintains money
          market investments that are not insured by the
          Federal Deposit Insurance Corporation (the "FDIC")
          and bank accounts that periodically exceed the FDIC
          insurance limit during the year.

          Recent Accounting Pronouncements
          --------------------------------
          In June 1998, the Financial Accounting Standards
          Board issued Statement of Financial Accounting
          Standards No. 133 "Accounting for Derivative
          Instruments and Hedging Activities"  ("SFAS 133").
          SFAS 133 establishes new accounting and reporting
          standards for companies to report information about
          derivative instruments, including certain
          derivative instruments embedded in other contracts
          (collectively referred to as derivatives) and for
          hedging activities.  In June 1999, the Financial
          Accounting Standards Board issued Statement of
          Financial Accounting Standards No. 137 "Accounting
          for Derivative Instruments and Hedging Activities
          Deferral of the Effective Date of SFAS 133."  This
          statement amended the effective date of SFAS 133,
          which will now be effective for financial
          statements issued for all fiscal quarters of fiscal
          years beginning after June 15, 2000.  The Company
          does not expect that this statement will have a
          material impact on the Company's results of
          operations, financial position or liquidity.

          Financial Statement Presentation
          --------------------------------
          Certain amounts in the 1998 financial statements
          have been reclassified to conform to the 1999
          presentation.

Note 3 -  ACQUISITIONS, DISPOSALS AND SALES

          On March 31, 1998, Unified Investment Advisers,
          Inc. became a wholly owned subsidiary of the
          Company upon surrender to Unified Investment
          Advisers of all the capital stock of Unified
          Investment Advisers by all stockholders of Unified
          Investment Adviser (other than the Company).  Prior
          to the surrender of the capital stock to Unified
          Investment Advisers, the Company accounted for its
          33.3% ownership in Unified Investment Advisers
          pursuant to the equity method of accounting.
          Unified Investment Advisers reported gross revenue
          for the four months (Unified Investment Adviser's
          fiscal year end was November 30) ended March 31,
          1998 of $146,519 and a loss for the period of
          $195,967.  Unified Investment Advisers reported
          total assets as of March 31, 1998 of $617,773 and
          shareholders' equity of $(469,548).

          On March 10, 1998, the Company acquired Resource Benefit
          Planners, Inc. in a transaction accounted for under
          the pooling-of-interests method of accounting.  The
          Company issued 12,000 shares of Common Stock in
          exchange for all the outstanding capital stock of
          Resource Benefit Planners.  As of March 10, 1998,
          Resource Benefit Planners reported total assets of
          $282,724 and shareholder's equity of $37,543.


                               - 31 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------


Note 3 -  ACQUISITIONS, DISPOSALS AND SALES (continued)

          On August 21, 1998, the Company acquired EMCO
          Estate Management Company, Inc. in a transaction
          accounted for under the pooling-of-interests method
          of accounting.  The Company issued 11,000 shares of
          Common Stock in exchange for all of the assets and
          certain of the liabilities of EMCO Estate
          Management Company.  As of August 21, 1998, EMCO
          Estate Management Company reported total assets of
          $67,230 and stockholder's equity of $(110,212).

          On August 21, 1998, the Company acquired Fiduciary
          Counsel, Inc. in a transaction accounted for under the
          purchase method of accounting.  In connection with
          such acquisition, the Company issued 36,110 shares
          of Common Stock and paid $800,835 in cash.  The
          results of operations of Fiduciary Counsel have
          been included in the Company's consolidated
          financial statements since its date of acquisition.

          On December 17, 1998, the Company acquired Equity
          Underwriting Group, Inc. in a transaction accounted
          for under the pooling-of-interests method of
          accounting.  The Company issued 241,745 shares of
          Common Stock in exchange for all of the outstanding
          capital stock of Equity Underwriting Group.

          On December 17, 1998, the Company acquired Commonwealth
          Premium Finance Corporation in a transaction
          accounted for under the pooling-of-interests method
          of accounting.  The Company issued 12,800 shares of
          Common Stock in exchange for all of the outstanding
          capital stock of Commonwealth Premium Finance
          Corporation.

          On December 22, 1998, the Company acquired Strategic Fund
          Services, Inc in a transaction accounted for under
          the pooling-of-interests method of accounting.  The
          Company issued 7,500 shares of Common Stock in
          exchange for all of the outstanding capital stock
          of Strategic Fund Services.

          On December 31, 1998, the Company acquired AmeriPrime
          Financial Services, Inc in a transaction accounted
          for under the pooling-of-interests method of
          accounting.  The Company issued 410,000 shares of
          Common Stock in exchange for all of the outstanding
          capital stock of AmeriPrime Financial Services.

          On January 1, 1999, the Company acquired M. Wilson &
          Associates, Inc. in a transaction accounted for
          under the pooling-of-interests method of
          accounting.  The Company issued 3,636 shares of
          Common Stock in exchange for all of the outstanding
          capital stock of M. Wilson & Associates.  As of
          December 31, 1998, M. Wilson & Associates reported
          total assets of $3,308 and shareholder's equity of
          $3,308.

          On May 6, 1999, the Company, via its subsidiary, Archer
          Trading, Inc., purchased certain of the assets and
          assumed certain of the liabilities of First Insight
          Securities, Ltd.  In connection with such
          acquisition, the Company assumed liabilities of
          approximately $22,000 and paid an additional
          $51,700 in cash.  This transaction is accounted for
          under the purchase method of accounting.

                               - 32 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 3 -  ACQUISITIONS, DISPOSALS AND SALES (continued)

          On June 1, 1999, the Company acquired Fully Armed
          Productions, Inc. in a transaction accounted for
          under the pooling-of-interests method of
          accounting.  The Company issued 18,182 share of
          Common Stock in exchange for all of the outstanding
          capital stock of Fully Armed Productions.  As of
          June 1, 1999, Fully Armed Productions reported
          total assets of $77,200 and shareholder's equity of
          $28,813.

          On June 1, 1999, the Company acquired Commonwealth
          Investment Services, Inc in a transaction accounted
          for under the pooling-of-interests method of
          accounting.  The Company issued 27,500 shares of
          Common Stock in exchange for all of the outstanding
          capital stock of Commonwealth Investment Services.
          As of June 1, 1999, Commonwealth Investment
          Services reported total assets of $56,240 and
          shareholder's equity of $28,980.

          At year-end 1999, the Company agreed to sell an insurance
          contract segment of business of Equity Insurance
          Mangers of Illinois, L.L.C. (d/b/a/ Irland and
          Rogers).  The sale price is determined on continued
          contract revenue and the Company anticipates
          receiving payment for the sale of the contracts
          over a two-year period.  The Company has recorded
          this transaction in 1999 based upon the estimated
          revenue and costs to the Company of closing the
          location where the business was conducted:

             Sale price                                      $205,200
             Value of fixed assets and goodwill   $192,205
             Costs to close the location           142,482   (334,687)
                                                  --------  ---------
             Loss on the sale                               $(129,487)
                                                            =========

          Equity Insurance Managers of Illinois, L.L.C.
          was formed to acquire insurance contracts from an
          existing business in 1996.  A subsidiary of Equity
          Underwriting Group owned 55% of this new limited
          liability company.  The transaction was reported
          under the purchase method of accounting and this
          continued with the Company's acquisition of Equity
          Underwriting Group in December 1998.  In 1999, the
          seller agreed to a reduction of the unpaid balance
          of the note resulting from the sale in the amount
          of $255,628.  The reduction of this price reduced
          the goodwill reported under the original purchase.
          The minority owner of the new limited liability
          company turned in stock certificates and gave up
          all rights to ownership during 1999.  The receivable
          from the minority owner of $565,566, due to its share
          of operating losses, has been adjusted and recorded
          as a reduction of retained earnings in 1999.

Note 4 -  INVESTMENTS IN DEBT AND EQUITY SECURITIES

          First Lexington Trust Company, a subsidiary of the
          Company,  was required by the Kentucky Department of
          Financial Institutions to maintain a minimum of
          $800,000 capital while trust assets under
          management did not exceed $100,000,000.  When trust
          assets under management exceeded $100,000,000, the
          capital requirement increased by $350,000.  Each
          incremental increase of $25,000,000 in assets under
          management over $100,000,000 requires the capital
          requirement to increase by $90,000.  First
          Lexington Trust Company's capital requirement as of
          December 31, 1999 and 1998 was $1,510,000 and
          $800,000, respectively.

                               - 33 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 4 -  INVESTMENTS IN DEBT AND EQUITY SECURITIES (continued)

          It is the Company's intention to hold the required
          capital in debt securities and cash accounts to conform to
          this requirement.

          The marketable investments in debt securities are classified
          as "Held to Maturity" and the amortized cost and fair market
          value of the investments as of December 31, 1999 and 1998 were
          as follows:

<TABLE>
<CAPTION>
                                                    MATURITY                      AMORTIZED      UNREALIZED      MARKET
                     DEBT SECURITY                    DATE        FACE VALUE        COST         GAIN (LOSS)     VALUE
                     -------------                    ----        ----------        ----         -----------     -----
          <S>                                      <C>            <C>            <C>              <C>          <C>
          December 31, 1999
          -----------------

          Federal Home Loan Mortgage:
             REMIC 1675-P                          10 15 2023     $  100,000     $   71,609       $ (4,301)    $   67,308
             REMIC 1646-N                          03 15 2023        200,000        190,824         (2,556)       188,268
             REMIC 1681-B                          10 15 2023        220,000        212,024         (1,768)       210,256
             REMIC 1663-L                          08 15 2023         40,000         39,208         (1,486)        37,722
             Note                                  06 30 2014         50,000         50,899         (3,633)        47,266

          Federal National Mortgage Association:
             REMIC 94-23-0                         10 25 2007         97,000         89,733            807         90,540
             Note                                  11 10 2005        125,000        128,948         (7,932)       121,016
             Note                                  07 28 2008         75,000         75,414         (5,102)        70,312
             Note                                  07 02 2000         75,000         74,660         (4,983)        69,677

          Cleveland Electric
             Illumination Company                  07 01 2013         60,000         64,833         (4,571)        60,252

          Wells Fargo Capital Bonds                12 01 2026         50,000         50,469         (3,625)        46,844

          TVA Subordinated Debenture               04 24 2002         25,000         25,000         (2,000)        23,000
                                                                  ----------     ----------       --------     ----------

             Totals                                               $1,117,000     $1,073,621       $(41,150)    $1,032,471
                                                                  ==========     ==========       ========     ==========

          December 31, 1998
          -----------------

          Federal Home Loan Mortgage:
             REMIC 1675-P                          10 15 2023     $  100,000     $   94,472       $    534     $   95,006
             REMIC 1646-N                          03 15 2023        200,000        189,653         11,661        201,314
             REMIC 1681-B                          10 15 2023        220,000        211,690          5,329        217,019
             REMIC 1663-L                          08 15 2023         40,000         39,174           (676)        38,498

          Federal National Mortgage Association:
             REMIC 94-23-0                         10 25 2007         97,000         89,426          6,074         95,500
             Note                                  11 10 2005        125,000        129,615         (1,803)       127,812

          U.S. Treasury Note                       02 28 1999        100,000         99,655            470        100,125

          Cleveland Electric
             Illumination Co.                      07 01 2013         60,000         65,040            980         66,020

          Wells Fargo Capital Bonds                12 01 2026         50,000         50,486          3,993         54,479

          TVA, Subordinated Debenture              04 24 2002         25,000         25,000            813         25,813
                                                                  ----------     ----------       --------     ----------

             Totals                                               $1,017,000     $  994,211       $ 27,375     $1,021,586
                                                                  ==========     ==========       ========     ==========
</TABLE>

                               - 34 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 4 -  INVESTMENTS IN DEBT AND EQUITY SECURITIES (continued)

          Marketable investments in mutual funds as of December 31, 1999
          and 1998 were as follows:

<TABLE>
<CAPTION>
                                                               1999                  1998
                                                      --------------------    --------------------
                                                                   MARKET                  MARKET
                                                        COST        VALUE       COST       VALUE
                                                      --------    --------    --------    --------
          <S>                                         <C>         <C>         <C>         <C>
          Globalt Growth Fund                         $ 52,174    $ 57,815    $ 31,287    $ 51,677
          AIT Vision Fund                                   --          --      35,346      50,922
          Carl Domino Equity Income Fund                51,124      41,017      28,771      42,190
          Newcap Contarian Fund                             --          --      25,526      10,637
          Shepherd Values Fixed Income Fund              1,001       1,001          --          --
          Shepherd Values International Fund             1,001       1,001          --          --
          Shepherd Values Small Cap Fund                 1,000       1,000          --          --
          Shepherd Values Growth Fund                    1,750       1,904          --          --
          Shepherd Values Market Neutral Fund            1,000       1,017          --          --
          Shepherd Values VIF Equity Fund                  251         251          --          --
          Wescott Nothing But Net Fund I                 1,000         985          --          --
          King Fountainhead Kaliedoscope Fund            1,000       1,380          --          --
          Vanguard Municipal Bond Fund--
             Long-term Portfolio                         7,519       7,268       7,132       7,533
          Vanguard Tax Managed Fund--
             Balanced Portfolio                         12,150      21,684      11,663      18,776
          Vanguard Wellesley Income Fund                 5,422       5,331       4,806       5,561
          Vanguard Wellington Fund                      39,533      46,038      35,484      44,096
          Vanguard Equity Income Fund                    4,961       7,596       4,486       7,611
          Vanguard Index Trust 500
             Portfolio                                  15,170      54,057      14,221      44,650
          Vanguard Windsor Fund                          6,086       7,554       5,224       8,020
          Vanguard Horizon Fund Global
             Asset Allocation Portfolio                  7,848       8,251       6,987       7,378
          Vanguard Horizon Fund Global
             Equity Portfolio                            6,701       8,997       6,097       7,143
          Vanguard International
             Growth Fund                                 4,234       6,689       3,907       5,294
          Vanguard Index Trust
             Extended Market Portfolio                   7,849      11,577       6,714       8,496
          Vanguard Explorer Fund                        42,048      66,355      35,007      48,344
                                                      --------    --------    --------    --------
                                                      $270,822    $358,768    $262,658    $368,328
                                                      ========    ========    ========    ========
</TABLE>

                               - 35 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 5 -  OPTIONS

          On May 20, 1998, the stockholders of the Company
          adopted the Unified Financial Services, Inc. 1998
          Stock Incentive Plan, which plan subsequently was
          amended by the stockholders on May 27, 1999.  The
          Stock Incentive Plan provides for the granting of
          stock options and other stock-based awards.  The
          total number of shares of Common Stock issuable
          under the Stock Incentive Plan is not to exceed
          500,000 shares, subject to adjustment in the event
          of any change in the Company's outstanding shares
          by reason of a stock dividend, stock split,
          capitalization, merger, consolidation or other
          similar changes generally affecting stockholders of
          the Company.  Of these 500,000 shares of stock, no
          more than 250,000 shares may be issued to
          participants in the Stock Incentive Plan in any
          plan year.

          Under the terms of the Stock Incentive Plan,
          employees, directors, advisors and consultants of
          the Company and its subsidiaries will be eligible
          to receive the following: (a) Incentive Stock
          Options; (b) Nonqualified Stock Options; (c) Stock
          Appreciation Rights ("SAR"); (d) Restricted Stock;
          (e) Restricted Stock Units; and (f) Performance
          Awards.

          As of December 31, 1999 and 1998, the Board of
          Directors of the Company had granted options to
          acquire 105,961 and 37,526 shares, respectively, of
          Common Stock to certain employees, directors and
          advisers of the Company.  Such options have
          exercise prices as follows:

             For the year ended December 31, 1999:
               6,400 share at $25.00 per share
               19,551 share at $27.50 per share
               500 share at $30.25 per share
               79,010 share at $40.00 per share
               500 share at $44.00 per share

             For the year ended December 31, 1998:
               6,800 shares at $25.00 per share
               20,051 shares at $27.50 per share
               10,675 shares at $40.00 per share

          As of December 31, 1999 and 1998, 103,661 and 36,226,
          respectively, of such options, were intended to
          qualify as incentive stock options pursuant to
          Section 422 of the Internal Revenue Code of 1986,
          as amended.


                               - 36 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 6 -  DEBT AND RELATED MATTERS

          Debt at December 31, 1999 and 1998 consisted of the following:

<TABLE>
<CAPTION>
                                                                                   1999           1998
                                                                                   ----           ----
          <S>                                                                   <C>            <C>
          Bank notes payable:
          ------------------
            Payable in monthly installments including interest at
            prime plus .5%, final payment due December 31, 2001,
            collaterized by communication and computer hardware
            and software                                                        $  183,418     $  321,576

            Payable in monthly installments including interest at
            8.5%, final payment due June 30, 2000, secured by
            assignment of receivables                                            2,293,750             --

            Payable at maturity, June 30, 2000, interest at
            prime, secured by assignment of receivables                          1,710,000      1,350,000

            Payable in monthly installments including interest at
            8.25%, final payment due March 31, 2014, collateralized
            by equipment                                                           364,827             --

            Payable in monthly installments including interest at
            10.4%, final payment due April 26, 2002, collateralized
            by equipment                                                            16,001         21,922

            Payable in monthly installments including interest at
            10.576%, final payment due September 24, 2002,
            collateralized by equipment                                             17,003         23,749

            Payable at maturity, June 30, 1999, interest at
            prime, secured by certain company assets                                    --        400,000

            Payable at maturity, January 30, 1999, interest at
            prime secured by certain company assets                                     --      1,800,000

            Payable at maturity, January 30, 2001, interest at
            prime secured by certain company assets                                     --      1,250,000

          Note payable, individual,
            Payable in six annual installments of $150,952,
            interest at prime plus 1%, final payment due
            January 1, 2004, unsecured                                                  --        743,944
                                                                                ----------     ----------

                                                                                 4,584,999      5,911,191

          Less current maturities                                                4,070,968      3,886,612
                                                                                ----------     ----------

          Long-term portion                                                     $  514,031     $2,024,579
                                                                                ==========     ==========
</TABLE>

          The maturities of long-term debt maturity for each of the
          succeeding five years subsequent to December 31, 1999, are as
          follows: 2000--$4,070,968; 2001--$53,085; 2002--$49,838;
          2003--$48,731; 2004 and beyond--$362,377.

                               - 37 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 7 -  CAPITAL LEASE OBLIGATIONS

          The Company leases both computer and office equipment
          under capital leases.  The lease obligations are
          payable over a 60-month period.  The following is a
          summary of future minimum lease payments under
          capitalized lease obligations as of December 31,
          1999:

            YEAR ENDED DECEMBER 31,                       AMOUNT
            -----------------------                       ------
                    2000                                  $32,385
                    2001                                    8,355
                    2002                                      724
                    2003                                      483
                                                          -------
                                                           41,947
                    Less: amount representing interest      2,941
                                                          -------
                       Total                              $39,006
                                                          =======

Note 8 -  RENTAL AND LEASE INFORMATION

          The Company leases certain office facilities and
          equipment.  Rental expense for the years ended
          December 31, 1999 and 1998 was $973,820 and
          $704,977, respectively.

          At December 31, 1999, the Company was committed to
          minimal rental payments under certain noncancellable
          operating leases.  Generally, these leases include
          cancellation clauses.  As of December 31, 1999, the
          minimum future rental commitments for each of the
          succeeding five years subsequent to December 31, 1999
          were as follows: 2000--$1,704,894; 2001--$1,647,897;
          2002--$968,159; 2003--$564,013; and 2004 and
          thereafter--$1,651,346.

Note 9 -  COMMITMENTS AND CONTINGENCIES

          The Company is a party to various lawsuits, claims
          and other legal actions arising in the ordinary
          course of business.  In the opinion of management,
          all such matters are without merit or are of such
          kind, or involve such amounts, that unfavorable
          disposition would not have a material adverse
          effect on the Company's financial position or
          results of operations for the years ended
          December 31, 1999 and 1998.

Note 10 - EMPLOYEE BENEFIT PLANS

          The Company and its subsidiaries provide a defined
          contribution retirement plan that covers
          substantially all employees.  The Company's Board
          of Directors determines contributions to the plan.
          For 1999 and 1998, the Board of Directors made
          contributions to the plan in the amount of $-0- and
          $10,851, respectively.

          The Company also maintains a section 401(k) plan as
          part of the defined contribution retirement plan.
          The plan includes a matching for funds contributed into
          the Unified family of mutual funds.  The Company will
          match the employee's contribution up to fifty
          percent of the first six percent of the employee's
          pre-tax contribution.

                               - 38 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 11 - CASH SEGREGATED UNDER FEDERAL REGULATION AND NET
          CAPITAL REQUIREMENTS

          Unified Management Corporation, Commonwealth Investment
          Services and AmeriPrime Financial Securities are
          subject to the Securities and Exchange Commission's
          Uniform Net Capital Rule ("Rule 15c3-1"), which
          requires the maintenance of minimum net capital, as
          defined, of the greater of (i) 6-2/3% of aggregate
          indebtedness or (ii) $50,000 for Unified Management
          Corporation, and $5,000 for Commonwealth Investment
          Services and AmeriPrime Financial Securities,
          whichever is greater, and a ratio of aggregate
          indebtedness to net capital of not more than 15 to
          1.  At December 31, 1999 and 1998, the net capital
          and ratio of aggregate indebtedness for each of
          these entities was as follows:

<TABLE>
<CAPTION>
                                                         1999       1998
                                                         ----       ----
          <S>                                        <C>          <C>
          Net Capital:
               Unified Management Corporation        $  424,177   $  548,703
               Commonwealth Investment Services          54,946       34,928
               AmeriPrime Financial Securities          268,551      160,895
          Ratio of Aggregate Indebtedness:
               Unified Management Corporation         1.19 to 1    .506 to 1
               Commonwealth Investment Services        .65 to 1     .75 to 1
               AmeriPrime Financial Securities         .18 to 1       0 to 1
</TABLE>

          Pursuant to Rule 15c3-3 as promulgated by the
          Securities and Exchange Commission, Unified Management
          Corporation, Commonwealth Investment Services and
          AmeriPrime Financial Securities calculate their
          reserve requirement and segregate cash and/or
          securities for the exclusive benefit of their
          customers on a periodic basis.  The reserve
          requirement for Unified Management Corporation,
          Commonwealth Investment Services and AmeriPrime
          Financial Securities was $-0- at December 31, 1999
          and 1998.  Balances segregated in excess of reserve
          requirements are not restricted.

Note 12 - COMMON AND PREFERRED STOCK

          Common Stock:

          Acquisitions
          ------------
          The Company has 20,000,000 authorized shares of Common
          Stock.  In connection with the acquisitions consummated
          during 1999 and 1998, the Company issued shares of Common
          Stock as follows:


<TABLE>
<CAPTION>
          COMPANY ACQUIRED                           DATE ACQUIRED        SHARES ISSUED
          ----------------                           -------------        -------------
          <S>                                     <C>                        <C>
          1999
          ----
          M. Wilson & Associates                   January 1, 1999             3,636
          Commonwealth Investment Services          June 1, 1999              27,500
          Fully Armed Productions                   June 1, 1999              18,182

          1998
          ----
          Resource Benefit Planners                March 10, 1998             12,000
          EMCO Estate Management Company           August 21, 1998            11,000
          Fiduciary Counsel                        August 21, 1998            36,110
          Equity Underwriters Group               December 17, 1998          241,745
          Commonwealth Premium
             Finance Corporation                  December 17, 1998           12,800
          Strategic Fund Services                 December 22, 1998            7,500
          AmeriPrime Financial Services           December 31, 1998          410,000
</TABLE>


                               - 39 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------


Note 12 - COMMON AND PREFERRED STOCK (continued)

          Private Placement Offerings
          ---------------------------
          Effective December 10, 1998, the Company commenced
          a private placement offering to sell a maximum of
          1,750,000 shares of Common Stock.  Effective
          September 27, 1999, the size of the offering was
          reduced to 750,000 shares of Common Stock, which
          shares are being offered at a price of $40.00 per
          share.  The offering will terminate on the earlier
          occurrence of (1) subscriptions for 750,000 shares
          having been accepted or (2) March 31 2000;
          provided, however, the Company reserves the right
          to terminate the offering at any time, without
          notice.  As of December 31, 1999, the Company had
          issued 238,270 shares of Common Stock.  For the
          year ended December 31, 1999, aggregate brokerage
          fees of $901,780 were paid to Unified Management
          Corporation and Commonwealth Investment Services in
          connection with this private placement offering,
          which amount is inclusive of $2,400 paid to
          external brokerage firms.

          Effective January 22, 1998, the Company commenced a
          private placement offering to sell a maximum of 600,000
          shares of Common Stock.  The first 400,000 shares
          offered were offered at a price of $25.00 per share
          and, upon acceptance by the Company of subscriptions
          for such 400,000 shares, the remaining 200,000 shares
          in the private placement were offered at a price of
          $27.50 for share.  The offering terminated on June 30,
          1998.  As of December 31, 1998, the Company issued
          450,738 shares of Common Stock pursuant to such offering.
          For the year ended December 31, 1998, aggregate
          brokerage fees of $772,000 were paid to Unified
          Management Corporation in connection with the
          private placement offering, which amount is
          inclusive of $140,000 paid to external brokerage
          firms.

          In the Company's two private placements, all shares of
          Common Stock were offered by the Company on a best
          efforts basis.  There is no public market for any
          of the Company's securities and there can be no
          assurance that a market will develop in the future.
          The securities offered and sold by the Company in
          its private placements will not be and have not
          been registered under the Securities Act of 1933,
          as amended, and may not be offered or sold in the
          United States absent registration or an applicable
          exemption from registration requirements.

          Preferred Stock:

          As of December 31, 1999 and 1998, the total
          preferred shares authorized for the Company was
          1,000,000 with a par value of $.01 per share, of
          which 200,000 and 102,100 shares, respectively,
          were designated at December 31, 1999 and 1998 as
          follows:

<TABLE>
<CAPTION>
           PREFERRED                 SHARES          SHARES        SHARES          STATED          PAR
             STOCK                 DESIGNATED        ISSUED      OUTSTANDING        VALUE         VALUE
             -----                 ----------        ------      -----------        -----         -----
          <S>                       <C>              <C>            <C>             <C>           <C>
          1999:
             Series D               200,000             --             --           $200          $0.01
          1998:
             Series C                 2,100          2,100          1,672            100           0.01
             Series D               100,000             --             --            200           0.01
</TABLE>

                               - 40 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 12 - COMMON AND PREFERRED STOCK (continued)

          Series C Preferred Stock
          ------------------------
          In 1999 and 1998, the Company issued 1,009 and 2,100
          shares, respectively, of Series C 6.75% Cumulative
          Convertible Preferred Stock to certain directors,
          executive officers and agents of the Company for
          total consideration of $310,900.  Each share of
          Series C Preferred Stock was convertible, at any
          time at the option of the holder thereof and
          without the payment of any additional consideration
          with respect thereto, into 135 shares of Common
          Stock.   During the years ended December 31, 1999
          and 1998, 2,681 and 428 shares of Series C
          Preferred Stock were converted into 361,935 and
          57,780 shares, respectively, of Common Stock.  As
          of November 30, 1999, all outstanding shares of
          Series C Preferred Stock had been converted to
          Common Stock and, on December 23, 1999, the Company
          filed a Certificate of Elimination with respect to
          the Series C Preferred Stock with the Office of the
          Delaware Secretary of State.

          Series D Preferred Stock Authorized
          -----------------------------------
          In July 1998, the Company authorized 100,000 shares
          of Series D Convertible Junior Participating
          Preferred Stock.  This amount was increased to
          200,000 in May 1999.  The Company has reserved all
          of the shares of Series D Preferred Stock for
          issuance under a Rights Agreement dated August 26,
          1998 between the Company and Unified Fund Services,
          as rights agent.  On August 26, 1998, the Board of
          Directors of the Company declared a dividend
          distribution of one Preferred Stock Purchase Right
          for each outstanding share of Common Stock.  The
          dividend distribution was payable to the
          stockholders of record at the close of business on
          August 26, 1998.  Generally, each Preferred Stock
          purchase right, when exercisable, entitles the
          registered holder to purchase from the Company one
          one-hundredth of a share of Series D Preferred
          Stock at a price of $200.00 per one one-hundredth
          of a share.

          Series A and Series B Preferred Stock Redemption
          ------------------------------------------------
          On April 25, 1998, the Company redeemed the
          outstanding Series A and Series B Preferred Stock
          of the Company.  Total consideration of $1,738,326,
          consisting of principal and accrued interest, was
          paid to the holders of the Series A and Series B
          Preferred Stock in connection with the redemption
          of such shares.  On September 14, 1998, the Company
          filed Certificates of Elimination with respect to
          the Series A and Series B preferred Stock with the
          Office of the Delaware Secretary of State.

Note 13 - RELATED PARTY TRANSACTIONS

          Commonwealth Premium Finance Corporation employees
          are paid through the Equity Insurance Managers
          payroll system, which serves as a common paymaster.
          Commonwealth Premium Finance Corporation's
          employees are eligible for all benefits that Equity
          Insurance Managers offers, although these benefits
          are paid for by Commonwealth Premium Finance
          Corporation.  As of December 31, 1999 and 1998,
          Commonwealth Premium Finance Corporation's balance
          in unfunded contracts payable of $171,746 and
          $448,040, respectively, was owed to Equity
          Insurance Managers for the amount due on the
          insurance policy premiums that Equity Insurance
          Managers and Equity Insurance Managers of Illinois
          sold and Commonwealth Premium Finance Corporation
          financed.  At December 31, 1999

                               - 41 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------

Note 13 - RELATED PARTY TRANSACTIONS (continued)

          and 1998, Equity Underwriting Group had $0 and $421,992,
          respectively, receivable from Commonwealth Premium
          Finance Corporation.  Commonwealth Premium Finance
          Corporation also owed Equity Insurance Managers $0
          and $21,911 for various expenses paid by Equity
          Insurance Managers in 1999 and 1998, respectively.
          Equity Underwriting Group paid various expenditures
          on behalf of 21st Century Claims Service throughout
          1999 and 1998.  Equity Underwriting Group had
          $845,603 and $318,129 due from 21st Century Claims
          Service as of December 31, 1999 and 1998,
          respectively.  Equity Underwriting Group paid
          various expenditures on behalf of Equity Insurance
          Administrators throughout 1999 and 1998.  Equity
          Underwriting Group had $52,409 and $202,728 due
          from Equity Insurance Administrators as of
          December 31, 1999 and 1998, respectively.  Equity
          Underwriting Group had $362,046 and $0 due from
          Equity Insurance Managers as of December 31, 1999
          and 1998, respectively.

Note 14 - INCOME TAXES

          Consolidated net operating loss carryforwards at
          December 31, 1999 amounted to approximately
          $13,700,000, expiring through 2008.

          Consolidated State of Indiana net operating loss
          carryforwards at December 31, 1999 amounted to
          approximately $13,000,000, expiring through 2008.

          The Company (increased) utilized approximately
          $(1,600,000) and $800,000 of net operating loss
          carryforwards during 1999 and 1998, respectively,
          to reduce current consolidated income tax expense
          to zero.

          The Company records deferred income taxes in
          accordance with Financial Accounting Standard
          ("FAS") No. 109.  The deferred tax assets and
          liability in the consolidated financial statements
          as of December 31, 1999 and 1998 were as follows:

                                                     1999        1998
                                                     ----        ----
             Deferred tax assets                   $(5,707)    $(51,062)
             Deferred tax liability                 83,157       90,318
                                                   -------     --------
                Net deferred tax liability         $77,450     $ 39,256
                                                   =======     ========

          The components of income tax expense for the years ended
          December 31, 1999 and 1998 were as follows:

                                                      1999       1998
                                                      ----       ----
            Current income tax:
               Federal                             $ 48,083    $ 62,848
               State and local                       32,470       7,433
                                                   --------    --------
                  Total current income tax         $ 80,553    $ 70,281
                                                   ========    ========

            Deferred income tax:
               Federal                              (37,863)     19,080
               State and local                      (12,960)     61,097
                                                   --------    --------
                  Total deferred                    (50,823)     80,177
                                                   --------    --------
                  Total income tax                 $ 29,730    $150,458
                                                   ========    ========

                               - 42 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998



Note 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS

          The following table presents the carrying amounts and
          estimated fair value of the Company's financial
          instruments at December 31, 1999 and 1998.
          Financial Accounting Standards Board Statement
          No. 107, "Disclosures about Fair Value of Financial
          Instruments," defines the fair value of a financial
          instrument as the amount at which the instrument
          could be exchanged in a current transaction between
          willing parties.

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                       -----------------------------------------------------
                                                                 1999                          1998
                                                       -----------------------      ------------------------
                                                       CARRYING        FAIR         CARRYING         FAIR
                                                        AMOUNT         VALUE         AMOUNT          VALUE
                                                       --------      ---------      ---------      ---------
          <S>                                          <C>           <C>            <C>            <C>
          (IN THOUSANDS)
          Financial assets:
               Cash and cash equivalents               $5,709.1      $ 5,709.1      $10,395.8      $10,395.8
               Investment in:
                  Debt securities
                  Mutual funds                          1,216.9        1,216.9          726.1          726.1
               Notes receivable                         2,810.9        2,810.9             --             --
               Receivables (trade)                      9,138.7        9,138.7        8,910.6        8,910.6
               Prepaid and sundry                         899.9          899.9          230.0          230.0
          Financial liabilities:
               Current liabilities                     17,356.5       17,356.5       10,574.5       10,574.5
               Capital lease obligation                    39.0           39.0          137.9          137.9
               Long-term debt                           4,585.0        4,585.0        5,911.2        5,911.2
</TABLE>

Note 16 - DISCLOSURES ABOUT REPORTING SEGMENTS

          The Company has six reportable segments: investment
          advisory, trust and retirement services;
          administrative and back office support services,
          brokerage and brokerage services; finance;
          insurance brokerage; and corporate and start-up.

          The accounting policies of the segments are the same as
          those described in the summary of significant
          accounting policies.  The Company evaluates
          performance based on profit or loss from operations
          before income taxes, not including recurring gains
          and losses.

          The Company's reportable segments are strategic business
          units that offer different products and services.
          They are managed separately because each business
          requires different technology and marketing
          strategies.  Most of the businesses were acquired
          as a unit and the management at the time of the
          acquisition was retained.  Reportable segment
          revenues, gross margin, total assets, capital
          expenditures and depreciation and amortization were
          as follows for the years ended December 31, 1999
          and 1998:

                               - 43 -


<PAGE>
<PAGE>

                    UNIFIED FINANCIAL SERVICES, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 AND 1998
                      --------------------------


Note 16 - DISCLOSURES ABOUT REPORTING SEGMENTS (continued)

<TABLE>
<CAPTION>
                                                                                   1999           1998
                                                                                   ----           ----
          <S>                                                                    <C>            <C>
          (IN THOUSANDS)
          Revenues:
               Investment advisory, trust and retirement services                $ 6,286.9      $ 4,686.0
               Administrative and back office support services                     4,292.1        3,100.9
               Brokerage and brokerage services                                    4,074.0        5,103.8
               Finance                                                               623.7          395.0
               Insurance brokerage                                                 9,202.8        9,691.9
               Corporate and start-up                                              1,138.1          470.9
                                                                                 ---------      ---------
                  Total                                                          $25,617.6      $23,448.5
                                                                                 =========      =========

          Gross margin:
               Investment advisory, trust and retirement services                $ 5,907.6      $ 4,439.9
               Administrative and back office support services                     3,531.4        2,536.0
               Brokerage and brokerage services                                    2,263.7        1,994.9
               Finance                                                               484.1          395.0
               Insurance brokerage                                                 5,012.3        5,103.1
               Corporate and start-up                                              1,138.1          470.9
                                                                                 ---------      ---------
                  Total                                                          $18,337.2      $14,939.8
                                                                                 =========      =========

          Total assets
               Investment advisory, trust and retirement services                $ 5,982.9      $ 5,226.2
               Administrative and back office support services                     2,148.0        1,256.7
               Brokerage and brokerage services                                    1,641.5        1,311.2
               Finance                                                             2,173.4        1,914.4
               Insurance brokerage                                                 7,642.3        9,144.5
               Corporate and start-up                                             16,949.4        7,645.6
                                                                                 ---------      ---------
                  Total                                                          $36,537.5      $26,498.6
                                                                                 =========      =========

          Capital expenditures:
               Investment advisory, trust and retirement services                $   108.5      $    92.7
               Administrative and back office support services                        97.5          244.9
               Brokerage and brokerage services                                       27.6           42.6
               Finance                                                                40.3           54.2
               Insurance brokerage                                                   131.7             --
               Corporate and start-up                                              1,622.0           77.6
                                                                                 ---------      ---------
                  Total                                                          $ 2,027.6      $   512.0
                                                                                 =========      =========

          Depreciation and amortization:
               Investment advisory, trust and retirement services                $   204.8      $   431.1
               Administrative and back office support services                        76.2          130.9
               Brokerage and brokerage services                                       36.1           26.4
               Finance                                                                69.8           69.6
               Insurance brokerage                                                   227.1          199.9
               Corporate and start-up                                                216.6           91.4
                                                                                 ---------      ---------
                  Total                                                          $   830.6      $   949.3
                                                                                 =========      =========
</TABLE>

                                - 44 -




<PAGE>
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ------------------------------------------------
          ACCOUNTING AND FINANCIAL DISCLOSURE
          -----------------------------------

          Not applicable.


                            PART III

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

          Information regarding our directors is contained in our
Proxy Statement for the 2000 Annual Meeting of Stockholders
under the caption "Proposal 1:  Election of Directors" and is
incorporated herein by reference.  Information regarding our
executive officers is contained in this report under Item
4A--"Executive Officers of the Registrant" and is incorporated
herein by reference.

          Information regarding compliance with Section 16(a)
of the Securities Exchange Act of 1934, as amended, is included
in our Proxy Statement for the 2000 Annual Meeting of
Stockholders under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance," and is incorporated herein by
reference.

ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

          Information regarding executive compensation is
contained in our Proxy Statement for the 2000 Annual Meeting of
Stockholders under the captions "Board of Directors and
Committees" and "Compensation of Executive Officers," and is
incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          ---------------------------------------------------
          MANAGEMENT
          ----------

          Information regarding security ownership of certain
beneficial owners and management is contained in our Proxy
Statement for the 2000 Annual Meeting of Stockholders under the
caption "Security Ownership of Certain Beneficial Owners and
Management," and is incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

          Information regarding certain relationships and
related transactions is contained in our Proxy Statement for
the 2000 Annual Meeting of Stockholders under the captions
"Certain Relationships and Related Transactions" and "Board of
Directors and Committees," and is incorporated herein by
reference.

                             - 45 -



<PAGE>
<PAGE>

          ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
                    --------------------------------

                    (a)  Exhibits:

                         See Exhibit Index on pages 49-52 hereto.

                    (b)  Reports on Form 8-K.

                         During the three months ended December 31,
                         1999, we did not file any Current Reports on
                         Form 8-K.

                                - 46 -




<PAGE>
<PAGE>

                        SIGNATURES


          In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized as of the 13th day of
April 2000.

             UNIFIED FINANCIAL SERVICES, INC.
             (Registrant)


             By /s/ Timothy L. Ashburn
                -------------------------------------------
                Timothy L. Ashburn, Chairman of the Board,
                President and Chief Executive Officer



                    POWER OF ATTORNEY

          We, the undersigned officers and directors of
Unified Financial Services, Inc., hereby severally and
individually constitute and appoint Timothy L. Ashburn and
Thomas G. Napurano, and each of them, the true and lawful
attorneys and agents of each of us to execute in the name,
place and stead of each of us (individually and in any capacity
stated below) any and all amendments to this Annual Report on
Form 10-KSB and all instruments necessary or advisable in
connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to
have the power to act with or without the others and to have
full power and authority to do and perform in the name and on
behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and
to all intents and purposes as any of the undersigned might or
could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and
agents or each of them to any and all such amendments and
instruments.

          In accordance with the Securities Exchange Act of
1934, as amended, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
      Signature                                 Title                               Date

<S>                                 <C>                                        <C>
/s/ Timothy L. Ashburn              Chairman of the Board, President           April 13, 2000
------------------------------      and Chief Executive Officer
Timothy L. Ashburn

/s/ Thomas G. Napurano              Executive Vice President,                  April 13, 2000
------------------------------      Chief Financial Officer
Thomas G. Napurano                  and Director

                                - 47 -


<PAGE>
<PAGE>

/s/ John S. Penn                    Executive Vice President,                  April 13, 2000
------------------------------      Chief Operating Officer
John S. Penn                        and Director

/s/ Weaver H. Gaines                Director                                   April 13, 2000
------------------------------
Weaver H. Gaines


/s/ Jack R. Orben                   Director                                   March 29, 2000
------------------------------
Jack R. Orben


/s/ Dr. Gregory W. Kasten           Director                                   April 13, 2000
------------------------------
Dr. Gregory W. Kasten
</TABLE>

                                 - 48 -




<PAGE>
<PAGE>

                           EXHIBIT INDEX

Ex. No.                     Description
-------                     -----------

3.1(a)    Amended and Restated Certificate of Incorporation of
          the  Company, filed as Exhibit 4.1(a) to the Company's
          Quarterly Report on Form 10-QSB for the quarter
          ended September 30, 1997, is incorporated herein by
          reference.

3.1(b)    Certificate of Amendment of Certificate of Incorporation
          of the Company, filed as Exhibit 3.1 to the Company's
          Quarterly Report on Form 10-QSB for the quarter
          ended June 30, 1999, is incorporated by reference
          herein.

3.2       By-laws of the Company, filed as Exhibit 4.2 to the
          Company's Quarterly Report on Form 10-QSB for the
          quarter ended September 30, 1997, is incorporated
          herein by reference.

4.1       Certificate of Designations, Preferences and Rights
          of Series D Junior Participating Preferred Stock of
          the Company, filed as Exhibit 4.2 to the Company's
          Quarterly Report on Form 10-QSB for the quarter
          ended September 30, 1998, is incorporated herein by
          reference.

4.2       Rights Agreement, dated as of August 26, 1998, between
          the Company and Unified Fund Services, Inc., filed as
          Exhibit 1 to the Company's Registration Statement
          on Form 8-A dated September 3, 1998, is
          incorporated herein by reference.

10.1      Employment Agreement dated as of June 1, 1997 by and
          between  Health Financial, Inc. and Dr. Gregory W. Kasten,
          filed as Exhibit 10.1 to Amendment No. 1 to the
          Company's Registration Statement on Form 10-SB, is
          incorporated herein by reference.<F*>

10.2      Employment Agreement dated as of December 16, 1998 by
          and  between Equity Underwriting Group, Inc. and
          John R. Owens, filed as Exhibit 10.8 to the Company's
          Annual Report on Form 10-KSB for the year ended
          December 31, 1998, is incorporated herein by
          reference.<F*>

10.3      Agreement and Plan of Merger, dated as of July 10, 1998,
          by  and among the Company, Fiduciary Acquisition
          Corporation, Fiduciary Counsel, Inc., Associated
          Family Services, Inc., Intellectronic Management
          Systems, Inc., Jack R. Orben, Andrew E. Beer and
          Charles C. Hickox, filed as Exhibit 2 to the
          Company's Current Report on Form 8-K dated
          August 21, 1998, is incorporated herein by
          reference.

10.4      Agreement and Plan of Merger, dated as of October 16,
          1998,  by and among the Company, AmeriPrime Acquisition
          Corporation, AmeriPrime Financial Services, Inc.
          and Kenneth D. Trumpfheller, filed as Exhibit 2.1
          to the Company's Current Report on Form 8-K dated
          October 16, 1998, is incorporated herein by
          reference.

                                 - 49 -


<PAGE>
<PAGE>
10.5      Agreement and Plan of Merger, dated as of
          October 16, 1998,  by and among the Company, Equity
          Acquisition Corporation, Equity Underwriting Group, Inc.,
          John R. Owens and D. Richard Meyer, filed as Exhibit 2.2
          to the Company's Current Report on Form 8-K dated
          October 16, 1998, is incorporated herein by
          reference.

10.6      First Amendment to Agreement and Plan of Merger, dated
          as of December 14, 1998, by and among the Company, Equity
          Acquisition Corporation, Equity Underwriting Group,
          Inc., John R. Owens and D. Richard Meyer, filed as
          Exhibit 2.2 to the Company's Current Report on Form
          8-K dated December 17, 1998, is incorporated herein
          by reference.

10.7      Amended and Restated Unified Financial Services, Inc.
          1998 Stock Incentive Plan, filed as Annex A to the
          Company's Proxy Statement for the Company's 1999
          Annual Meeting, is incorporated herein by
          reference.<F*>

10.08     Third Amendment to Loan Agreement, dated as of July
          23, 1998, by and among Commonwealth Premium Finance
          Corporation, John R. Owens, D. Richard Meyer and
          Bank One, Kentucky, NA, filed as Exhibit 10.21 to
          the Company's Annual Report on Form 10-KSB for the
          year ended December 31, 1998, is incorporated
          herein by reference.

10.09     Renewed Revolving Credit Note, dated as of June 18,
          1998, issued by Commonwealth Premium  Finance
          Corporation in favor of Bank One, Kentucky, NA, filed
          as Exhibit 10.22 to the Company's Annual Report on
          Form 10-KSB for the year ended December 31, 1998,
          is incorporated herein by reference.

10.10     Fourth Amendment to Loan Agreement, dated as of
          February 25, 1999, by and among Commonwealth
          Premium Finance Corporation, the Company and Bank
          One, Kentucky, NA, filed as Exhibit 10.23 to the
          Company's Annual Report on Form 10-KSB for the year
          ended December 31, 1998, is incorporated herein by
          reference.

10.11     Guaranty of Payment and Performance, dated
          February 25, 1999, by the Company, filed as Exhibit
          10.24 to the Company's Annual Report on Form 10-KSB
          for the year ended December 31, 1998, is incorporated
          herein by reference.

10.12     Stock Pledge and Security Agreement, dated as of
          February 25, 1999, by and among the Company and
          Bank One, Kentucky, NA, filed as Exhibit 10.25 to
          the Company's Annual Report on Form 10-KSB for the
          year ended December 31, 1998, is incorporated
          herein by reference.

10.13     First Amendment to Loan Agreement, dated as of July 23,
          1998, by and among Equity Underwriting Group, Inc.,
          Equity Insurance Managers, Inc., 21st Century Claim
          Service, Inc., John R. Owens, D. Richard Meyer and
          Bank One, Kentucky, NA, filed as Exhibit 10.31 to
          the Company's Annual

                              - 50 -


<PAGE>
<PAGE>
          Report on Form 10-KSB for the year ended
          December 31, 1998, is incorporated herein by
          reference.

10.14     Amended and Restated Revolving Credit Note, dated
          as of  July 23, 1998, issued by Equity Insurance Managers,
          Inc. in favor of Bank One, Kentucky, NA, filed as
          Exhibit 10.32 to the Company's Annual Report on
          Form 10-KSB for the year ended December 31, 1998,
          is incorporated herein by reference.

10.15     Second Amendment to Loan Agreement, dated as of February
          25, 1999, by and among Equity Underwriting Group, Inc.,
          Equity Insurance Managers, Inc., 21st Century Claim
          Service, Inc., the Company and Bank One, Kentucky,
          NA, filed as Exhibit 10.33 to the Company's Annual
          Report on Form 10-KSB for the year ended December 31,
          1998, is incorporated herein by reference.

10.16     Amended and Restated Term Note, dated as of February 25,
          1999, issued by Equity Underwriting Group, Inc. and
          Equity Insurance Managers, Inc. in favor of Bank
          One, Kentucky, NA, filed as Exhibit 10.34 to the
          Company's Annual Report on Form 10-KSB for the year
          ended December 31, 1998, is incorporated herein by
          reference.

10.17     Term Note, dated as of February 25, 1999, issued by
          Equity Underwriting Group, Inc. and Equity Insurance
          Managers, Inc. in favor of Bank One, Kentucky, NA,
          filed as Exhibit 10.35 to the Company's Annual
          Report on Form 10-KSB for the year ended
          December 31, 1998, is incorporated herein by
          reference.

10.18     Renewal Term Note, dated as of January 30, 1999,
          issued by 21st Century Claim Service, Inc. in favor of
          Bank One, Kentucky, NA, filed as Exhibit 10.36 to the
          Company's Annual Report on Form 10-KSB for the year
          ended December 31, 1998, is incorporated herein by
          reference.

10.19     429 Pennsylvania Building Office Lease, dated as of
          November 7, 1997, by and between 429 Penn Partners
          and the Company, filed as Exhibit 10.37 to the
          Company's Annual Report on Form 10-KSB for the year
          ended December 31, 1998, is incorporated herein by
          reference.

10.20     First Addendum to Lease, dated as of June 25, 1998,
          by and between 429 Penn Partners and the Company, filed
          as Exhibit 10.38 to the Company's Annual Report on
          Form 10-KSB for the year ended December 31, 1998,
          is incorporated herein by reference.

10.21     Office Lease Agreement, dated as of November 4,
          1996, by and between MIF Realty L.P. and Equity
          Insurance Managers, Inc., filed as Exhibit 10.39 to the
          Company's Annual Report on Form 10-KSB for the year
          ended December 31, 1998, is incorporated herein by
          reference.

10.22     Addendum, dated as of November 4, 1996, by and
          between MIF Realty L.P. and Equity Insurance Managers,
          Inc, filed as Exhibit 10.40 to the

                              - 51 -



<PAGE>
<PAGE>
          Company's Annual Report on Form 10-KSB for the year
          ended December 31, 1998, is incorporated herein by
          reference.

10.23     Amendment and Extension of Lease, dated as of
          March 1, 1999,  by and between Equity Insurance Managers,
          Inc. and Nashville Mini Storage, L.P., filed as
          Exhibit 10.41 to the Company's Annual Report on
          Form 10-KSB for the year ended December 31, 1998,
          is incorporated herein by reference.

10.24     Employment Agreement, dated as of December 31,
          1998, by and between the Company and Charles H. Binger,
          is filed herewith.<F*>

10.25     Employment Agreement, dated as of December 31, 1998, by
          and  between the Company and David F. Morris, is filed
          herewith.<F*>

10.26     Loan Agreement, dated as of December 28, 1999, by and
          between Bank One Kentucky, NA, the Company and
          Commonwealth Premium Finance Corporation, is filed
          herewith.

10.27     Security Agreement, dated as of December 28, 1999, by and
          between Commonwealth Premium Finance Corporation
          and Bank One Kentucky, NA, is filed herewith.

10.28     Stock Pledge and Security Agreement, dated as of
          December 29, 1999, by and between the Company and
          Bank One Kentucky, NA, is filed herewith.

10.29     Guaranty of Payment and Performance, dated as of
          December 28, 1999, by the Company in favor of Bank
          One Kentucky, NA, is filed herewith.

10.30     Renewal Revolving Credit Note, dated as of December 28,
          1999, by Commonwealth Premium Finance Corporation
          in favor of Bank One Kentucky, NA, is filed
          herewith.

10.31     Term Note, dated as of December 28, 1999, by the
          Company in favor of Bank One Kentucky, NA, is filed
          herewith.

11.1      Computations of Earnings per Share, is filed herewith.

21.1      List of Subsidiaries is filed herewith.

23.1      Consent of Larry E. Nunn & Associates, LLC with
          respect to its report dated February 2, 2000 regarding
          the consolidated financial statements of the Company as
          of and for the years ended December 31, 1999 and
          1998 is filed herewith.

24.1      Power of Attorney (included on signature page hereto).

27.1      Financial Data Schedule (December 31, 1999) is filed
          herewith.

27.2      Restated Financial Data Schedule (December 31, 1998) is
          filed herewith.

[FN]
-------------
<F*>    Management contract or compensatory plan or arrangement.

                              - 52 -