U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

Commission file number:  0-7765
                         ------

                               CROWELL & CO., INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

             Georgia                                             58-1021933
             -------                                             ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

924 Stevens Creek Road, Augusta, Georgia                            30907
----------------------------------------                            -----
(Address of Principal executive offices)                           Zip Code

Issuer's telephone number including area code:  (706) 855-1099
                                                --------------

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

Securities registered pursuant to Section 12 (g) of the Act:
                                                 Common Stock, Without Par Value
                                                 -------------------------------
                                                         (Title of Class)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X]  No [ ]

Check  if  there  is no  disclosure  of  delinquent  filers  under  Item  405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's revenues for its most recent fiscal year:  $12,968,379.

The aggregate market value of the voting stock held by non-affiliates is unknown
to  registrant.  Registrant  is unaware of any sales or  purchases  of its stock
during the 60 day period ending April 24, 2000.

The number of shares outstanding of issuer's common equity as of April 24, 2000,
is 2,520,835.

The Index of Exhibits is on page 29.

<PAGE>

                                TABLE OF CONTENTS

                                     PART 1                                 PAGE

ITEM 1    Description of Business...........................................   3

ITEM 2    Description of Properties.........................................   4

ITEM 3    Legal Proceedings.................................................   7

ITEM 4    Submission of Matters to a Vote of Security Holders...............   7


                                     PART II

ITEM 5    Market for Common Equity and Related Stockholder Matters..........   8

ITEM 6    Management's Discussion and Analysis or Plan of Operation.........   8

ITEM 7    Financial Statements..............................................  11

ITEM 8    Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure..........................................  22

                                    PART III

ITEM9     Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.................  23

ITEM 10   Executive Compensation............................................  23

ITEM 11   Security Ownership of Certain Beneficial Owners and Management....  24

ITEM 12   Certain Relationships and Related Transactions....................  25

ITEM 13   Exhibits and Reports on Form 8-K..................................  26

          Signatures........................................................  28

          Index of Exhibits.................................................  29

                                       2
<PAGE>

                         ITEM 1. DESCRIPTION OF BUSINESS
GENERAL

     Crowell  & Co.,  Inc.,  is a  Georgia  corporation  ("Crowell"),  which was
incorporated  in 1968.  The offices of Crowell are located at 924 Stevens  Creek
Road, Augusta, Georgia, 30907. The telephone number is (706) 855-1099.

     The principal business of Crowell and its subsidiary,  Keystone Homes, Inc.
("Keystone",  together, the "Company"),  is home building and the development of
residential lots for resale. Crowell primarily develops residential  properties.
Crowell's  business  plan  is to  acquire  new  properties  for  development  in
profitable   markets  based  on  current  and  expected  demand.   Analysis  and
acquisition of new properties are ongoing. Crowell sold Petersburg Racquet Club,
its pool and  tennis  facility  to Craig S. Jones on  December  31,  1997.  (See
Dispositions of Assets on page 3.)

     Crowell acquires and develops land for home building  primarily in Columbia
County,  Georgia,  and Aiken County,  South Carolina.  The Augusta  Metropolitan
Statistical Area ("MSA") contains Richmond,  Columbia,  and McDuffie Counties in
Georgia and Aiken and Edgefield  Counties in South  Carolina.  The population of
this MSA was approximately  469,000 in 1999. Columbia County had a population of
approximately  97,000 in 1999.  Aiken County had a population  of  approximately
136,000.

     Keystone (a wholly owned subsidiary of Crowell) builds  single-family homes
on a  presold  and  speculative  basis.  Keystone  builds  in all  of  Crowell's
developments and in three of Home Sites,  Ltd.'s (a Georgia limited  partnership
of which Otis L.  Crowell,  President  and  Chairman of the Board,  and majority
shareholder  of  Crowell,  is  the  general  partner)  developments.  Generally,
Keystone does not build outside of Crowell or Home Sites,  Ltd.  ("Home  Sites")
developments.  The revenues of Keystone constituted 97% of the total revenues of
the Company for the fiscal year ended December 31, 1999.

     Keystone  purchases  developed lots for home  construction from Home Sites.
For the year ended December 31, 1999, such purchases were $530,000. Crowell also
provides  management  services to Home Sites.  For the year ended  December  31,
1999, management fees earned by the Company were $79,155.

     Currently,  Keystone's  home prices  (which  include lot costs)  range from
approximately  $95,000 to $320,000.  Heated square footage in these homes ranges
from 1,200 to 3,500 square feet.  Keystone builds  single-family  detached homes
and attached townhomes.  Keystone uses either concrete slabs or flooring systems
in the  construction  of its homes and exterior  materials  may be brick,  vinyl
siding, or stucco.

     Keystone's  backlog at December 31, 1999, was $817,482.  Backlog represents
the dollar amount of sales pending on signed  contracts  where  Keystone has not
completed   construction   of  the  homes  under  contract.   Construction   was
approximately 53.5% complete on these contracts at December 31, 1999. Management
believes all backlog at December 31, 1999, will be completed during 2000.

     All operations of the Company are domestic.

DISPOSITIONS OF ASSETS

     On  December  31,  1997,  Crowell  sold the  recreation  facility  known as
Petersburg  Racquet Club ("PRC") to Craig S. Jones,  an individual.  No material
relationship existed between Mr. Jones and Crowell before the sale. The purchase
price of PRC was approximately $818,000. This amount was received in the form of
approximately $100,000

                                       3
<PAGE>

in cash, the assumption of a mortgage loan on PRC in the amount of approximately
$576,000,  the execution of a note secured by a second  mortgage on PRC in favor
of Crowell in the amount of approximately  $129,000,  the execution of a note in
favor of Crowell in the amount of approximately $7,000 and the obligation to pay
Crowell  the  accounts  receivable  of PRC  at  December  31,  1997,  which  are
approximately  $6,000,  as they are  received.  The net book value of PRC at the
time of the sale was approximately $652,000.

     The Company was a guarantor on the mortgage loan assumed by Mr. Jones. As a
result,  the Company  accounted for the PRC transaction  following the treatment
set  forth  in  the  Securities  and  Exchange   Commission's  Staff  Accounting
Bulletins--Topic  5E (SAB Topic 5E)  "Accounting for divestiture of a subsidiary
or other business  operation".  Accordingly,  the assets of PRC at the sale date
had been  recorded  under the  caption  Assets  of  business  transferred  under
contractual  arrangement with a corresponding  amount recorded under Liabilities
and deferred  credit of business  transferred.  The $166,000 gain on sale of PRC
had been  separately  deferred as a deferred  gain of $30,000 and a reduction of
notes receivable from Mr. Jones in the amount of $136,000. Revenues from PRC for
the year ended December 31, 1997, were $298,563.

     During the year ended  December 31, 1999,  Mr.  Jones  refinanced  the note
guaranteed  by the  Company.  The Company is no longer a guarantor of any of Mr.
Jones' debt. Therefore, the $166,000 gain on the sale of PRC has been recognized
in the financial statements for the year ended December 31, 1999.

     Proceeds  from the sale of PRC were used in the  normal  operations  of the
Company.

COMPETITION

     The Company competes with other  individuals and entities  involved in real
estate development and residential real estate construction,  many of which have
greater  capital  resources  than  Crowell.  Such  competitors  may have greater
diversity  in terms  of both  the  types of  properties  under  development  and
geographic  locations of  properties,  and  therefore,  are better able to avoid
adverse   developments  in  the   single-family   residential   development  and
construction business in the MSA.

     Because Keystone is the primary builder in several  subdivisions  developed
by Crowell  and Home  Sites,  Keystone  is not  subject  to the lot  acquisition
problems  that some of its  competitors  face.  Therefore,  Keystone  is able to
concentrate on building efficiencies and customer needs.  Keystone's home prices
are determined by market conditions and are affected by demand, land acquisition
costs, and the cost of labor and materials.

SOURCES AND AVAILABILITY OF RAW MATERIALS

     There is an adequate supply of building materials available in the Augusta,
Georgia area.  Major suppliers of the Company are Howard Lumber  Company,  Maner
Builders  Supply  Company,  Yohe  Plumbing,   Hutto  Plumbing,  Inc.,  Universal
Cabinets,  CSR  Concrete,  Wickes  Lumber  Company,  The Carpet  Shop,  Ferguson
Enterprises, Smith's Landscape Nursery, and Creighton Laircey.

EMPLOYEES

     As of December 31, 1999,  the Company had eleven (11) full time  employees.
The Company has one (1) commercial real estate agent.

                                       4
<PAGE>

                        ITEM 2. DESCRIPTION OF PROPERTIES

     At December 31, 1999, the principal  properties held by the Company, all of
which are located in Columbia County, Georgia, unless otherwise noted, included:

<TABLE>
<CAPTION>
         Mortgage                    Project/                                                                Mortgage
       Description               Subdivision Name          Location       Existing Use     Planned Use       Balance
-----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                        <C>                 <C>           <C>          <C>
9.4 acres undeveloped land      None                       Fury's Ferry Rd     None          Commercial/        None
                                                                                             Shopping Ctr

1.41 acres undeveloped land     None                       The Pass            None          Commercial         None

37 developed lots               Chaparral                  The Pass                          Residential        None

52 developed lots               Hardy Pointe               Columbia County                   Residential    $996,222

73 developed lots               The Village at Riverview   Aiken County                      Residential     687,200

Property under development      Laurel Oaks                Aiken County        None          Residential     637,223

Homes under construction        Bakers Ferry               The Pass            Sales                         303,550
                                                                               inventory

Homes under construction        The Boulders               The Pass            Sales                         101,250
                                                                               inventory

Homes under construction        Cedar Rock                 The Pass            Sales                          67,475
                                                                               inventory

Homes under construction        Chaparral                  The Pass            Sales                         360,475
                                                                               inventory

Homes under construction        Hardy Pointe               Columbia County     Sales                         871,186
                                                                               inventory

Homes under construction        Lakes & Streams            South Carolina      Sales                         154,725
                                                                               inventory

Homes under construction        The Village at Riverview   Aiken County        Sales                         117,075
                                                                               inventory

Homes under construction        Walnut Grove               South Carolina      Sales                         603,486
                                                                               inventory                  ----------

                                                           Total mortgage debt                            $4,899,867
                                                                                                          ==========
</TABLE>

A table of  lenders,  aggregate  amounts  of loans and  interest  rates is shown
below:

Lender                                Aggregate Amount           Interest Rate
--------------------------------------------------------------------------------
Prime Lending, Inc.                     $    600,631            9.00    -  9.25%
Georgia Bank & Trust                       2,351,348            9.00    -  9.25%
Southtrust Bank, Inc.                        101,250            9.00    -  9.25%
Premier Lending, Inc.                      1,888,384            9.00    -  9.25%
                                        ------------

                             Total      $  4,941,343
                                        ============

     The Company holds title on the above properties in fee simple.  All land is
properly zoned for its listed  potential use.  Management  believes that Crowell
and  Keystone  are  in  compliance  with  all  wetlands,   setback,  and  zoning
regulations. Management believes that all properties are adequately insured.

                                       5
<PAGE>

     The interest  expense for the year ended December 31, 1999, on the mortgage
debt was approximately  $350,000  (including  capitalized  interest).  A similar
payment for 2000 can be expected  although  the amount  will vary  depending  on
several  factors  including lot sales and interest  rate changes.  The principal
outstanding is reduced by a certain  agreed-upon amount as each property is sold
in order for the lender to release its secured  interest in the  property  being
sold.  The  interest  rates on the  mortgages  range  from  8.25% to 8.75%.  The
development loans are renewed on an annual basis. (For additional information on
the Company's mortgage debt, see Item 6. Management's Discussion and Analysis or
Plan of Operation.)

     The  Company's  investment  in  different  types  of  real  estate  is  not
restricted except where restricted by the Company's ability to obtain financing.
See  Item  1  for  a  description  of  the  Company's  real  estate  development
activities.

POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

     The following is a discussion of investment  policies,  financing  policies
and policies with respect to certain other  activities of the Company.  Although
the Company has no formal written policies with respect to such activities,  the
following  discussion  outlines the Company's  objectives and informal  policies
with respect to these  activities,  which have been  determined  by the Board of
Directors of the Company and may be changed from time to time at the  discretion
of the Board of Directors without a vote of the shareholders of the Company.

     Investment  Policies.  The Company's  primary objective with regard to real
estate is to acquire raw land in the  Augusta,  Georgia  area for the purpose of
developing the land into separate  homesites and home building,  which homes are
built  on  a  presold  or  speculative   basis.  (See  Item  2.  Description  of
Properties.)  However,  future  development or investment  activities may not be
limited to this specific  geographic  area or to  residential  real estate.  The
Company's policy is to develop or acquire raw land or developed residential lots
where management  believes that  opportunities  exist for acceptable  investment
returns.  The Company  may expand or develop  existing  properties  or sell such
properties in whole or in part as determined by management.

     The Company may also participate with other entities in property ownership,
through joint  ventures or other types of  co-ownership.  The  Company's  equity
investments in such properties may be subject to existing mortgage financing and
other  indebtedness,  which would have  priority over the equity of the Company.
The Company may issue  securities  to persons in exchange  for  properties.  The
Company  also may  invest in  securities  of  entities  engaged  in real  estate
activities  or  securities  of  other  issuers,  including  for the  purpose  of
exercising  control over such entities,  although it has not done so in the past
several  years.  The  Company  may  acquire  all  or  substantially  all  of the
securities  or  assets  of  other  entities  where  such  investments  would  be
consistent with the Company's investment policies.

     Financing  Policies.  The Company uses  internally  generated  and borrowed
funds to purchase real estate. In reaching such financing decisions,  management
considers traditional conventional mortgage debt-to-asset ratios. Borrowings may
be  in  the  form  of  bank  borrowings,  publicly  and  privately  placed  debt
instruments,  or purchase money obligations to the sellers of properties, any of
which  indebtedness  may be  unsecured  or may be  secured  by any or all of the
assets  of the  Company  and may have  full or  limited  recourse  to all or any
portion of the assets of the Company.  The Company has not established any limit
on the number of mortgages  that may be placed on any single  property or on its
portfolio  as  a  whole,  but  mortgage  financing   instruments  usually  limit
additional  indebtedness  on such  properties.  To the extent  that the Board of
Directors of the Company determines to sell

                                       6
<PAGE>

additional capital, the Company may raise such capital through equity offerings,
debt financings or any other method.

     Policies  with Respect to Other  Activities.  The Company has  authority to
offer and sell shares of its capital stock or other securities and to repurchase
or otherwise reacquire its shares or any other securities and may engage in such
activities  in the future,  although it has no present  intention of offering or
selling any securities.  The Company has no material  outstanding loans to other
entities or persons,  including  officers and directors.  The Company may in the
future make loans to joint  ventures in which it  participates  in order to meet
working  capital needs of the venture.  The Company has not engaged and does not
intend to engage in the future in trading,  underwriting or agency  distribution
or sale of  securities  of other  issuers.  Additionally,  the  Company  has not
invested  in the  securities  of other  issuers  for the  purpose of  exercising
control in the past three years;  however, the Company may make such investments
in the future.  The Company  intends to make  investments  in such a way that it
will not be treated as an investment company under the Investment Company Act of
1940.

                            ITEM 3. LEGAL PROCEEDINGS

     The  Company  is  not a  party  to any  legal  proceedings  except  routine
litigation that is incidental to its business.

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

     No matters  were  submitted  to a vote of the  Company's  security  holders
during the quarter ended December 31, 1999.

                                       7
<PAGE>

                                     PART II

                      ITEM 5. MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS

     There is no public  trading  market for the  securities  of Crowell.  As of
December 31, 1999, there were  approximately  750 holders of record of Crowell's
Common Stock, without par value. No dividends have been paid on Crowell's Common
Stock for more than two years and it is  anticipated  that  Crowell will not pay
dividends in the foreseeable future.

     Crowell did not issue or sell any shares of Common  Stock  during 1999 that
were not registered under the Securities Act of 1933, as amended.

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

OVERVIEW

     The  primary   objective  of  the  Company's   management  is  to  maximize
shareholder  wealth.  The  Company  attempts to  accomplish  this  objective  by
increasing  total revenues and  controlling  expenses.  Management  believes the
existing  corporate  structure  is  adequate  to  support  increased  sales.  In
addition,  management  believes  revenues  can  be  increased  most  rapidly  by
increasing home-building efforts.

     The statements in this report regarding future sales,  expenses,  and other
items  relating  to  the  future  of  the  Company  constitute  Forward  Looking
Statements under the Private  Securities  Litigation  Reform Act of 1995. Actual
results may differ  materially from the Company's  expectations as a result of a
number of factors,  including the national and local economy, market conditions,
competition,  real estate demand, availability of financing, interest rates, and
weather conditions.

     On December 10, 1999, the Company re-filed a Preliminary Proxy Statement on
Schedule  14A with the  Securities  and Exchange  Commission  for the purpose of
eliminating the periodic reporting  requirements  under the Securities  Exchange
Act of 1934 by a reverse common stock split.  The reverse common stock split, if
consummated,   will  eliminate  all  common  shareholders  except  the  majority
shareholder.

RESULTS OF OPERATION

     Management  continually  monitors  inventory levels in relation to customer
demand in order to build the  needed  number  of homes.  Therefore,  there is no
specific amount of inventory that will always be the optimum.

     Home  sales  increased  by  $4,374,655  or 68%,  and  commercial  brokerage
commissions increased by $59,505 or 96% for the year ended December 31, 1999, as
compared to the year ended December 31, 1998. Management attributes the increase
in home  sales to the  strength  of the local and  national  economy  and to the
location of the  Company's  housing.  Management  does not  anticipate a similar
increase in sales for 2000.  The Company has one  commercial  sales  agent.  The
brokerage  commissions are wholly  dependent on this agent.  Management does not
anticipate a similar increase in brokerage commissions for 2000.

                                       8
<PAGE>

     Keystone built an office building and  self-storage  warehouse for the year
ended December 31, 1999, for an entity related by common  control.  Revenues and
cost of revenues for this project were $1,801,702. The Company leases office and
warehouse space from this entity.

     Gross profit percent on home sales  increased to 10.4% in 1999 from 9.7% in
1998.  Management  does not believe the increase in gross  profit  percent to be
significant.  Management does not anticipate a similar  increase in gross profit
percent for 2000.

     Gross profit  percent on commercial  brokerage  commissions  increased from
27.0% in 1998 to 29.4% in 1999.  Management  does not  believe  the  increase in
gross profit percent to be significant.

     Gross  profit on lot sales  decreased  from 56.3% in 1998 to 42.4% in 1999.
Management attributes this decrease to the lower prices received on lots because
of the topography of those lots.  Management expects the gross profit percent to
remain stable in 2000.

     Salaries  increased  in  1999 as  compared  to  1998  by  $111,053  or 28%.
Management  attributes  this to  additional  employees  hired and wages  paid to
existing  employees  to produce the increase in  revenues.  Management  does not
anticipate a similar increase for 2000.

     Depreciation  expense  increased  by $11,552 or 67% in 1999 as  compared to
1998.   Management  attributes  this  increase  to  the  purchase  of  vehicles,
computers, and communication equipment. Management does not anticipate a similar
increase for 2000.

     Taxes and licenses increased by $8,278 or 42%, in 1999 as compared to 1998.
Management  attributes  this  increase to the  increase of  properties  held for
resale. Management anticipates a similar increase for 2000.

     Building occupancy increased by $25,247 or 68% in 1999 as compared to 1998.
Management  attributes  this  increase to the  occupation  of new office  space.
Management believes a similar increase can be expected for 2000.

     Office  expense  increased  in 1999 by $33,127 or 38% as  compared to 1998.
Management  attributes this increase to increased costs to support sales volume.
Management does not expect a similar increase for 2000.

     Advertising  and promotion  increased by $13,159 or 69% in 1999 as compared
to 1998. Management believes the increase resulted in greater sales.  Management
expects a similar increase in 2000.

     Legal and accounting expenses decreased by $1,764 or 6% in 1999 as compared
to  1998.  Management  does not  believe  the  decrease  to be  significant  and
anticipates a similar expense for 2000.

     Communications  expenses  increased  by $860 or 5% in 1999 as  compared  to
1998. Management does not believe the increase to be significant and anticipates
a similar expense for 2000.

     Overall  operating  expenses  increased  by  $200,560  or 30%  for  1999 as
compared to 1998.

     Interest  income  increased  by $5,148 or 29% in 1999 as  compared to 1998.
Management does not expect interest income to be significant in 2000.

     Interest expense from continuing  operations increased by $42,772 or 28% in
1999 as compared to 1998. Management attributes this increase to the increase of
properties held for resale. Management anticipates a similar increase for 2000.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company  expects to sell land,  lots,  and homes it presently  owns and
land and lots it will  acquire  and  homes it will  build in the  future to meet
liquidity  needs as it has done in the past. Such sales are expected to generate
sufficient cash to meet the Company's  liquidity  requirements for 12 months and
beyond.  At December 31, 1999,  available cash and proceeds from land,  lot, and
home sales were expected to be  sufficient  to meet the  Company's  requirements
until  spring of 2000 when home sales  typically  improve and  provide  cash for
operations.

     The  Company  has  obtained   financing   historically  by  borrowing  from
conventional lending sources using land acquired for development as security for
loans.

     Current  and future  liquidity  needs are  expected to be met by use of the
proceeds  from lot and land  sales and the  proceeds  from  loans,  using  lands
purchased  for  development  as  collateral.   Existing  development  loans  and
commitments  available  to the  Company  have  been  made by  various  financial
institutions and are secured by the improved lots held for resale.  (See Item 2.
Description of Properties.)  The interest rates on the development  loans are 9%
to 9.25% in December 1999. Payments of interest are due monthly or quarterly and
a portion of the  principal is repaid as each lot is sold.  The  existing  loans
terminate  in the years  ending  December  31, 2000 and 2001,  at which time all
principal  and  accrued  interest  are  payable.  There  are  no  penalties  for
prepayment. Management expects to renew the development loans at that time.

     Residential  home  construction  costs  are  financed  through  the  use of
additional  commitments  using the improved lots as collateral.  Lot acquisition
costs and home  construction  costs are  financed by  construction  loans from a
number of conventional lending sources, generally lending 90 to 95% of the costs
of the home, secured by the lot and improvements,  at rates of 9% to 9.25% as of
December 31, 1999.  These loans are paid upon the sale of the home.  These loans
are  negotiated  and closed on a  project-by-project  or  lot-by-lot  basis that
generally generates additional cash above the loan payoff to finance operations.

     Financing  arrangements for long-term needs have not been made because such
arrangements  in  the  land  development   business  are  generally  made  on  a
project-by-project  basis. Debt service on existing loans (loan balances totaled
$4,941,343 as of December 31, 1999) and funds for  operations are expected to be
met from the  proceeds  of lot sales,  land  sales,  home sales and real  estate
brokerage  commissions.  Notes  maturing in 2000 total  $4,909,954.  The Company
historically  has renewed these notes annually  although there are no assurances
that the financial  institution will renew such loans. The notes will eventually
be repaid from  proceeds of land,  lot, and home sales.  (See Item 7.  Financial
Statements for additional details regarding notes payable.)

     The  Company's  financial  condition at December 31, 1999,  has improved as
compared to that of December 31, 1998.  Stockholders'  equity as of December 31,
1999, was $1,307,625 as compared to $857,758 at December 31, 1998.

     Properties held for resale increased $2,746,703,  or 87% from $3,163,229 at
December 31, 1998 to $5,909,933 at December 31, 1999. Properties held for resale
will  increase and  decrease as  management  determines  and builds the level of
inventory needed to satisfy customer demand.

     Cash increased by $162,867 or 67%, at December 31, 1999,  from December 31,
1998.

     Receivables  decreased  from $75,548 at December  31,  1998,  to $21,481 at
December  31, 1999, a decrease of $54,067 or 72%,  because of  collections  on a
note receivable in connection with the sale of UDS.

                                       10
<PAGE>

     Other assets  increased  from  $64,531 at December 31, 1998,  to $70,082 at
December 31, 1999, an increase of $5,551 or 9%. Other assets  consist of prepaid
items and the cash value of a life insurance policy.

     Notes payable increased from $2,399,759 at December 31, 1998, to $4,941,343
at December 31, 1999,  an increase of  $2,541,584  or 106%.  Notes  payable will
increase and  decrease in direct  proportion  to the level of housing  inventory
maintained by the Company.

     Accounts  payable  and  accrued  liabilities  decreased  from  $333,612  at
December  31,  1998,  to $270,591 at December 31, 1999, a decrease of $63,021 or
19%.

     The Company has net operating loss carryforwards available of approximately
$1,470,000 to offset against future federal taxable income. The maximum value of
these  carryforwards  computed at maximum  federal and state income tax rates is
approximately   $570,000.   This  amount  is  not  reflected  in  the  financial
statements.

IMPACT OF INFLATION

     Although inflationary pressures were moderate in 1999 and 1998, the Company
continues  to seek  ways to  reduce  the  impact  of  inflation.  To the  extent
permitted by competition,  the Company passes increased costs on to customers by
increasing sales prices of residential lots and homes.

SEASONALITY

     The Company typically sells more homes during the second and third quarters
of the year than during the remainder of the year.

                          ITEM 7. FINANCIAL STATEMENTS

Report of Independent Certified Public Accountants

The following  consolidated  financial  statements of Crowell & Co.,  Inc.,  and
subsidiary are included herein:

Consolidated Balance Sheet - December 31, 1999
Consolidated Statements of Operations - Years ended December 31, 1999 and 1998
Consolidated Statements of Changes in Stockholders' Equity -
     Years ended December 31, 1999 and 1998
Consolidated Statements of Cash Flows - Years ended December 31, 1999 and 1998
Notes to Consolidated Financial Statements - Years ended
     December 31, 1999 and 1998

                                       11
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Crowell & Co., Inc., and Subsidiary
Augusta, Georgia

     We have audited the  accompanying  consolidated  balance sheet of Crowell &
Co., Inc., and subsidiary as of December 31, 1999, and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the two years in the period ended  December 31,  1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial  position of Crowell &
Co.,  Inc.,  and  subsidiary  as of December 31, 1999,  and the results of their
operations  and their cash  flows for each of the two years in the period  ended
December 31, 1999, in conformity with generally accepted accounting principles.

ELLIOTT, DAVIS & COMPANY, L.L.P.

Augusta, Georgia
April 24, 2000

                                       12
<PAGE>

                       CROWELL & CO., INC., AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 1999

                                     ASSETS
PROPERTIES HELD FOR RESALE
   Homes under construction and for sale                            $ 3,011,176
   Developed residential land                                         2,868,743
   Land held for future development                                      30,014
                                                                    -----------
                                                                      5,909,933

CASH AND CASH EQUIVALENTS, including escrow funds of $6,134             406,921
                                                                    -----------
RECEIVABLES
   Notes                                                                 11,081
   Accounts and other                                                    10,400
                                                                    -----------
                                                                         21,481
PROPERTY AND EQUIPMENT
   Property and equipment                                               157,880
   Less accumulated depreciation                                        (46,738)
                                                                    -----------
                                                                        111,142

OTHER ASSETS                                                             70,082
                                                                    -----------
                                                                    $ 6,519,559
                      LIABILITIES AND STOCKHOLDERS' EQUITY

NOTES PAYABLE TO BANKS                                              $ 4,941,343
                                                                    -----------
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable                                                        219,575
Accrued expenses                                                         35,459
Customer deposits                                                        15,557
                                                                    -----------
                                                                        270,591

   TOTAL LIABILITIES                                                  5,211,934
                                                                    -----------
COMMITMENTS AND CONTINGENCIES (SEE NOTES 4 AND 5)

STOCKHOLDERS' EQUITY
Capital stock:
  Preferred, voting & non-participating, without par value;
    10,000,000 shares authorized, 1,011,899 designated to
    Series A and Series B
  Series A preferred, 8% cumulative, stated value $1 per
    share; callable at $1 per share plus accumulated dividends,
    convertible into common stock at the rate of 1 share for 4
    preferred shares; authorized 2,000,000 shares; issued &
    outstanding 525,000 shares; accumulated dividends $231,000
    ($0.36 per share)                                                   525,000
  Series B preferred, 8% cumulative, stated value $1 per
    share; callable at $1 per share plus accumulated dividends,
    convertible into common stock at the rate of 1 share for 4
    preferred shares; authorized 486,899 shares; issued &
    outstanding 486,899 shares; accumulated dividends $233,712
    ($0.40 per share)                                                   486,899
  Common, without par value; 50,000,000 shares authorized;
    2,520,835 shares issued & outstanding at December 31, 1999          696,774
Additional paid-in capital  Preferred stock - Series A                   33,648
Accumulated deficit                                                    (434,696)
                                                                    -----------

   TOTAL STOCKHOLDERS' EQUITY                                         1,307,625
                                                                    -----------
                                                                    $ 6,519,559
                                                                    ===========

The  accompanying  notes are an  integral  part of this  consolidated  financial
statement.

                                       13
<PAGE>

                       CROWELL & CO., INC., AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                      Year ended December 31,
                                                       1999             1998
                                                   ------------     -----------
REVENUES
   Home sales                                      $ 10,763,726     $ 6,389,071
   Commercial construction                            1,801,702              --
   Brokerage commissions                                121,411          61,906
   Other income                                         127,096         136,353
   Lot sales                                            154,444         192,400
   Land sales                                                --         175,000
                                                   ------------     -----------
                                                     12,968,379       6,954,730
                                                   ------------     -----------
COST OF REVENUES
   Homes                                              9,647,765       5,768,374
   Commercial construction                            1,801,702              --
   Agent commissions                                     85,737          45,172
   Other                                                 16,366          31,577
   Lots                                                  88,982          84,000
   Land                                                      --          46,899
                                                   ------------     -----------
                                                     11,640,552       5,976,022
                                                   ------------     -----------
OPERATING EXPENSES
   Salaries                                             511,499         400,446
   Depreciation                                          28,726          17,174
   Taxes and license                                     28,046          19,768
   Building occupancy                                    62,556          37,309
   Advertising and promotion                             32,239          19,080
   Office expense                                       121,143          88,016
   Legal and accounting                                  25,452          27,215
   Communications                                        17,702          16,842
   Completed home expenses                               45,751          46,704
                                                   ------------     -----------
                                                        873,114         672,554
                                                   ------------     -----------

     OPERATING INCOME                                   454,713         306,154
                                                   ------------     -----------
FINANCIAL INCOME (EXPENSE)
   Interest income                                       22,707          17,559
   Interest expense                                    (193,416)       (150,644)
                                                   ------------     -----------
                                                       (170,709)       (133,085)
                                                   ------------     -----------

   INCOME FROM CONTINUING OPERATIONS                    284,004         173,069
                                                   ------------     -----------
DISCONTINUED OPERATIONS
   Deferred gain from Petersburg Racquet Club           165,863              --
                                                   ------------     -----------

   NET INCOME                                      $    449,867     $   173,069
                                                   ============     ===========
EARNINGS PER COMMON SHARE:
   Weighted average number of
     common shares outstanding                        2,520,835       2,520,835
   Basic earnings per share
     Continuing operations                         $        .08     $       .04
     Discontinued operations                                .07              --
                                                   ------------     -----------

   EARNINGS PER COMMON SHARE                       $        .15     $       .04
                                                   ============     ===========

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       14
<PAGE>

                       CROWELL & CO., INC., AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                        Capital Stock Issued               Additional
                                        --------------------             Paid-In Capital
                                                                         ---------------                    Total
                               Preferred      Preferred                     Preferred     Accumulated    Stockholders'
                               Series A       Series B        Common        Series A        Deficit         Equity
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>            <C>            <C>            <C>             <C>
BALANCE, DECEMBER 31, 1997    $   525,000    $   486,899    $   696,774    $    33,648    $(1,057,632)    $   684,689

Net income                             --             --             --             --        173,069         173,069
                              -----------    -----------    -----------    -----------    -----------     -----------

BALANCE, DECEMBER 31, 1998    $   525,000    $   486,899    $   696,774    $    33,648    $  (884,563)    $   857,758
                              -----------    -----------    -----------    -----------    -----------     -----------

Net income                             --             --             --             --        449,867         449,867
                              -----------    -----------    -----------    -----------    -----------     -----------

BALANCE, DECEMBER 31, 1999    $   525,000    $   486,899    $   696,774    $    33,648    $  (434,696)    $ 1,307,625
                              ===========    ===========    ===========    ===========    ===========     ===========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       15
<PAGE>

                       CROWELL & CO., INC., AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     Years ended December 31,
                                                                      1999             1998
                                                                  ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                               <C>              <C>
   Net income                                                     $    449,867     $    173,069
   Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                                     28,726           17,174
      Loss on disposal of assets                                            --            7,386
      Deferred gain on disposal of Petersburg Racquet Club            (165,863)              --
   Changes in assets and liabilities:
         (Increase) decrease in:
         Properties held for resale                                 (2,746,703)         252,169
         Accounts and other receivables                                 10,952          (20,766)
         Other assets                                                   (5,551)          (3,781)
      Increase (decrease) in:
         Accounts payable                                              (77,666)         164,323
         Accrued expenses                                                3,072           (7,517)
         Customer deposits                                              11,573           (4,432)
                                                                  ------------     ------------

           NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (2,491,593)         577,625
                                                                  ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sale of assets                                         10,800           53,672
   Purchase of property and equipment                                  (79,826)         (51,878)
   Collections on notes receivable                                     181,902           39,276
                                                                  ------------     ------------
           NET CASH PROVIDED BY INVESTING ACTIVITIES                   112,876           41,070
                                                                  ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from bank loans                                         10,622,254        4,481,906
   Payments of bank loans and other debt                            (8,080,670)      (5,049,211)
                                                                  ------------     ------------
           NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       2,541,584         (567,305)
                                                                  ------------     ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                              162,867           51,390
                                                                  ------------     ------------

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                         244,054          192,664
                                                                  ------------     ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                          $    406,921     $    244,054
                                                                  ============     ============

SUPPLEMENTARY DISCLOSURES
-------------------------

   Interest paid (net of amount capitalized)                      $    178,337     $    156,939
                                                                  ============     ============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       16
<PAGE>

                       CROWELL & CO., INC., AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

     The principal  operations of Crowell & Co., Inc.,  and its subsidiary  (the
"Company") are development of residential  lots for resale,  home building,  and
providing  commercial  real estate  brokerage  services.  The Company  acts as a
general contractor on all development and home building.

     Crowell & Co., Inc.  ("Crowell"),  the parent company,  primarily  develops
residential lots in the Augusta,  Georgia Metropolitan Statistical Area ("MSA").
Crowell also provides commercial real estate brokerage services.

     Keystone Homes,  Inc.  ("Keystone"),  a wholly owned subsidiary of Crowell,
builds  single-family and multi-family  homes on a presold and speculative basis
in the Augusta, Georgia, metropolitan statistical area.

     All operations of Crowell and its subsidiary are domestic.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

     The consolidated  financial  statements include the accounts of the Company
and its wholly owned  subsidiaries.  All significant  intercompany  accounts and
transactions have been eliminated in consolidation.

ACCOUNTING ESTIMATES

     The  preparation  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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

EARNINGS PER SHARE

     Earnings  per common  share is  computed by dividing  income  available  to
common stockholders by the weighted average of the number of shares outstanding.
The preferred  dividend  accrued of $80,952 is  subtracted  from the income from
continuing  operations and net income for the purposes of computing the earnings
per common share  regardless of whether the  preferred  dividend is paid. At the
option of the holder,  the preferred  stock is convertible  into common stock at
one share for every four shares owned for a total  potential of 252,975  shares;
however,  because  inclusion  of  convertible  preferred  stock  would  have  an
anti-dilutive effect on the earnings per common share, the convertible preferred
stock  conversion  is excluded from the  computation  of the earnings per common
share assuming full dilution.

CASH AND CASH EQUIVALENTS

     All highly liquid  instruments with an original maturity of three months or
less are considered cash equivalents.

RECEIVABLES

     The Company uses the allowance method for recording bad debts.

PROPERTY AND EQUIPMENT

     Property  and  equipment  are stated at cost.  Maintenance  and repairs are
expensed as  incurred.  Improvements  that  significantly  increase the lives of
assets are capitalized and depreciated or amortized over their estimated  useful
lives on the  straight-line  and  declining-balance  methods for both  financial
reporting and income tax purposes.  Gains or losses on disposals are credited or
charged to operations.

                                       17
<PAGE>

PROPERTIES HELD FOR RESALE

     Properties  held for  resale  are  stated at the  lower of cost,  using the
specific  identification  method,  or net realizable value. Net realizable value
represents  estimates,  based on management's  present plans and intentions,  of
sale price less  development and  disposition  cost,  assuming that  disposition
occurs in the normal course of business.

     Homes  under  construction  and for sale  include  lot costs,  construction
costs,   capitalized   interest  and  significant   indirect  costs  related  to
development and  construction  activities.  Indirect costs that do not relate to
development and construction  activities,  including general and  administrative
expenses, are charged to expense as incurred.

     Developed  residential  land includes land and land  development  costs. As
each  development  phase  is  completed,   land  development  costs,   including
capitalized interest and real estate taxes when material,  are then allocated to
individual  lots  based on the total  number of lots  expected  to be  developed
within each development.

REVENUE RECOGNITION

     The Company  recognizes  revenues on sales of residential  lots,  land, and
homes  upon a formal  closing  and  receipt  of  cash.  The  Company  recognizes
commissions earned on real estate brokerage transactions upon a formal closing.

INCOME TAXES

     The Company  records  income  taxes on the  liability  method.  This method
requires the  recognition of deferred  income taxes for the impact of "temporary
differences"  between  the  amount  of  assets  and  liabilities  for  financial
reporting purposes and such amounts as determined by tax regulations.

CONCENTRATION OF RISK

     The Company operates in the Augusta,  Georgia MSA.  Therefore,  the Company
can be adversely affected by local economic conditions.  Financial  instruments,
which potentially  subject the Company to concentrations of credit risk, consist
principally of temporary cash investments. The Company places its temporary cash
investments with high credit quality financial institutions and brokerage firms.
At times, such investments may be in excess of the FDIC insurance limits.

NEW ACCOUNTING STANDARDS

     In June of 1998 the Financial  Accounting  Standards  Board ("FASB") issued
Statement  of Financial  Accounting  Standards  ("SFAS")  133,  "Accounting  for
Derivative  Instruments and Hedging  Activities." SFAS 133 establishes,  for the
first time,  comprehensive  accounting  and reporting  standards for  derivative
instruments   and  hedging   activities.   For  accounting   purposes  SFAS  133
comprehensively  defines a derivative  instrument.  SFAS 133  requires  that all
derivative  instruments  be recorded in the  statement of financial  position at
fair value.  The  accounting for the gain or loss due to change in fair value of
the derivative instrument depends on whether the derivative instrument qualifies
as a hedge. If the derivative  instrument does not qualify as a hedge, the gains
or losses are reported in earnings when they occur.  However,  if the derivative
instrument qualifies as a hedge, the accounting varies based on the type of risk
being hedged.

     SFAS 133, as amended by SFAS 137,  applies to all entities and is effective
as of the beginning of the first quarter of the fiscal year beginning after June
15,  2000.  The  Company  does not  expect  the  adoption  of SFAS 133 to have a
materially  adverse impact on the consolidated  financial position or results of
operations of the Company.

                                       18
<PAGE>

NOTE 3 - NOTES RECEIVABLE

     At year-end, notes receivable consist of the following:

     Note receivable from an individual due in quarterly
        installments with interest at 8.8%, secured by all
        assets of United Data Systems, formerly a division
        of the Company                                              $     11,081
                                                                    ============

NOTE 4 - COMMITMENTS AND CONTINGENCIES

     The Company leases office space from the majority  stockholder  under three
leases,  two with a term of twenty (20) years,  and expiring in 2009 and one (1)
with a term of 15 years,  expiring in 2014.  The leases provide that the Company
pays all property taxes,  insurance and maintenance  plus an annual rental.  The
total  minimum  rental  commitment  at December 31, 1999,  under these leases is
$1,403,958, which is due as follows:

     Year ending December 31,
     ------------------------
              2000                             117,804
              2001                             120,204
              2002                             122,604
              2003                             122,604
              2004                             125,104
           Thereafter                          795,638
                                          ------------
                                          $  1,403,958
                                          ============

     The total  rental  expense for these  leases  included in the  consolidated
statements  of income  for the  years  ended  December  31,  1999 and 1998,  was
$101,502  and  $85,200,  respectively.  The Company  received  rental  income of
approximately  $59,055 and $90,000,  respectively,  for the years 1999 and 1998,
which offsets the rental expense.

     The  Company is  generally  involved in legal  proceedings,  arising in the
ordinary course of business,  which are covered by insurance.  In the opinion of
the Company's  management,  none of the claims relating to such proceedings will
have a  material  adverse  affect  on the  financial  condition  or  results  of
operations of the Company.

NOTE 5 - NOTES PAYABLE

     At year-end, notes payable consist of the following:

     To banks
     Secured by residential properties held for resale, maturing
       at various dates through 2001, at interest rates from
       prime plus 1.0% to 1.5% (9.0% to 9.25%).                     $  4,899,867
     Secured by vehicles, at an interest rate of 8%, payable
       in monthly installments ending June 25, 2003.                      41,476
                                                                    ------------
                                                                    $  4,941,343
                                                                    ============

     Under  provisions  of financing  arrangements  outstanding  at December 31,
1999,  the  Company  has  unused  commitments  for  financing  of  approximately
$1,780,000.  These additional amounts are available upon request and approval of
development  progress and are subject to the same terms and obligations as those
existing  on  December  31,  1999.  The  majority   stockholder  has  personally
guaranteed all bank loans.  The president of Keystone has personally  guaranteed
all  of  Keystone's  bank  loans,  which  amount  to  additional  guarantees  of
$3,616,920.

                                       19
<PAGE>

     Maturities of debt are as follows:

     Year ending December 31,
     ------------------------
               2000                               $  4,909,954
               2001                                     10,936
               2002                                     11,857
               2003                                      8,596
                                                  ------------
                                                  $  4,941,343
                                                  ============

     Capitalized  interest (see NOTE 2) was approximately  $155,000 and $107,000
for the years ended December 31, 1999 and 1998, respectively. All other interest
incurred was recognized as financial  expense in the consolidated  statements of
income.

NOTE 6 - INCOME TAX MATTERS

     For the years ended December 31, 1999 and 1998,  Crowell filed consolidated
income tax returns with its subsidiary Keystone.

     For the years ended  December  31, 1999 and 1998,  the Company  recorded no
income tax  provision.  In 1997 and  previous  years,  the Company  incurred net
losses and established  valuation reserves for the entire amount of its deferred
tax  assets.  In 1999 and 1998,  the  Company  had net  income and  reduced  its
valuation  reserve by a similar amount.  At December 31, 1999, the Company had a
valuation  reserve equal to its deferred tax asset as it had determined  that it
was more likely than not that the  reported  asset  would not be  realized.  The
Company used its net  operating  loss  carryforward  to eliminate the income tax
liability on income from the years ended December 31, 1999 and 1998.

     Deferred tax assets and liabilities at December 31, 1999 and 1998,  consist
of the following:

                                                       Years ended December 31,
                                                     --------------------------
                                                        1999            1998
                                                     ----------      ----------
Deferred tax assets
   Federal and state net operating
     loss carryforwards                              $  570,000      $  690,000
   Less valuation allowance                            (570,000)       (690,000)
                                                     ----------      ----------
Net deferred tax asset                               $       --      $       --
                                                     ==========      ==========

     Remaining net operating loss  carryforwards of $1,463,012 expire in varying
amounts  between  December 31, 2002,  and December 31, 2011,  and are subject to
Internal  Revenue  Code  Section 382  limitations  relating  to a  corporation's
ability  to use net  operating  loss  carryforwards  subsequent  to a change  in
ownership. An expiration schedule is as follows:

     Year ending December 31
     -----------------------
               2003                           $     322,641
               2004                                 154,945
               2005                                 294,482
               2010                                 683,502
               2011                                   7,442
                                              -------------
                                              $   1,463,012
                                              =============

                                       20
<PAGE>

NOTE 7 - RELATED PARTY TRANSACTIONS

     Keystone  purchases  developed lots for home  construction from Home Sites,
Ltd.  ("Home Sites"),  an entity related by common control.  For the years ended
December 31, 1999 and 1998 such  purchases  were  $530,000 and $58,000.  Crowell
also provides  management  services to Home Sites.  For the years ended December
31,  1999 and 1998,  management  fees  earned by the  Company  were  $79,155 and
$69,645.

     As described in Note 4, the Company  leases  office space from its majority
stockholder.

     For the  year  ended  December  31,  1999,  the  Company  built  an  office
building/self-storage facility for an entity related by common control. Revenues
and  cost  of  revenues,  reflected  in the  financial  statements  amounted  to
$1,801,702. The Company leases its office space from this entity.

NOTE 8 - EARNINGS PER SHARE

     The computation of earnings per share is as follows:

                                                        Year ended December 31,
                                                          1999          1998
                                                      -----------   -----------
NET INCOME                                            $   449,867   $   173,069

PREFERRED STOCK DIVIDENDS                                 (80,952)      (80,952)
                                                      -----------   -----------

      NET INCOME APPLICABLE TO COMMON SHAREHOLDERS    $   368,915   $    92,117
                                                      ===========   ===========

EARNINGS PER COMMON SHARE:
   Weighted average number of
      common shares outstanding                         2,520,835     2,520,835
   Primary earnings per share
      Continuing operations                           $       .08   $       .04
      Discontinued operations                                 .07            --
                                                      -----------   -----------

      EARNINGS PER COMMON SHARE                       $       .15   $       .04
                                                      ===========   ===========

NOTE 9 - DISCONTINUED OPERATIONS

     On  December  31,  1997,  Crowell  sold the  recreation  facility  known as
Petersburg  Racquet Club ("PRC") to Craig S. Jones,  an individual.  No material
relationship existed between Mr. Jones and Crowell before the sale. The purchase
price of PRC was approximately $818,000. This amount was received in the form of
approximately  $100,000 in cash, the assumption of a mortgage loan on PRC in the
amount of  approximately  $576,000,  the execution of a note secured by a second
mortgage on PRC in favor of Crowell in the amount of approximately $129,000, the
execution  of a note in favor of Crowell in the amount of  approximately  $7,000
and the obligation to pay Crowell the accounts receivable of PRC at December 31,
1997, which are approximately  $6,000, as they are received.  The net book value
of PRC at the time of the sale was approximately $652,000.

     The Company was a guarantor on the mortgage loan assumed by Mr. Jones. As a
result,  the Company  accounted for the PRC transaction  following the treatment
set  forth  in  the  Securities  and  Exchange   Commission's  Staff  Accounting
Bulletins--Topic  5E (SAB Topic 5E)  "Accounting for divestiture of a subsidiary
or other business  operation".  Accordingly,  the assets of PRC at the sale date
had been recorded under the caption Assets of business

                                       21
<PAGE>

transferred under contractual  arrangement with a corresponding  amount recorded
under Liabilities and deferred credit of business transferred. The $165,863 gain
on sale of PRC had been separately  deferred as a deferred gain of $30,000 and a
reduction of notes receivable from Mr. Jones in the amount of $136,000. Revenues
from PRC for the year ended December 31, 1997, were $298,563.

     During the year ended  December 31, 1999,  Mr.  Jones  refinanced  the note
guaranteed  by the  Company.  The Company is no longer a guarantor of any of Mr.
Jones' debt. Therefore, the $165,863 gain on the sale of PRC has been recognized
in the financial statements for the year ended December 31, 1999.

NOTE 10 - 401(K) AND PROFIT SHARING PLAN

     The Company's defined contribution  profit-sharing plan covers all eligible
employees of the Company.  The plan provides for voluntary  contributions at the
election of the employee.  The Company's contribution is determined each year by
the Board of Directors. This discretionary amount contributed by the Company was
$5,000 for both years ended December 31, 1999 and 1998.

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

     On March 10, 1999, the Company engaged Elliott, Davis & Company, L.L.P., to
serve as  independent  auditors.  On or about  that  date,  Cherry,  Bekaert,  &
Holland, L.L.P., was dismissed as independent auditors of Crowell.

     Cherry,  Bekaert,  & Holland's  report on the financial  statements for the
past two years did not contain an adverse opinion or a disclaimer of opinion nor
was it modified as to uncertainty, audit scope or accounting principles.

     The board of  directors  of  Crowell  approved  the  change in  independent
auditors.

     There were no disagreements with the Company's prior independent  auditors,
Cherry,  Bekaert, & Holland,  L.L.P.,  within the two-year period ended December
31, 1998 and the interim  period of January 1, 1999 through  March 10, 1999,  on
matters of accounting  principles or practices,  financial statement disclosure,
or auditing scope of procedure.

     Crowell has not consulted with Elliott, Davis & Company, L.L.P., during its
two most recent fiscal years nor during any  subsequent  interim period prior to
its engagement regarding the application of accounting principles to a specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the Company's financial statements.

     There have been no  disagreements  with the  Company's  auditors,  Elliott,
Davis & Company,  L.L.P.,  on matters of  accounting  principles  or  practices,
financial statement disclosure, or auditing scope of procedure.

                                       22
<PAGE>

                                    PART III

                ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                               AND CONTROL PERSONS

     Set forth below is certain  information as of April 24, 1999, about each of
the directors and executive officers of Crowell.

Name                      Age    Office
----                      ---    ------
Otis L. Crowell           65     Director, President and Chairman of the Board
O. Lamar Crowell, Jr.     34     Director and Vice President
Mark L. Gilliam           38     Director, Vice President, Secretary and Chief
                                 Financial Officer

     Mr.  Crowell  has served as  President  and as a Director of Crowell or its
predecessor since 1969, and Chairman of the Board of Crowell since March 1988.

     Mr. Crowell, Jr., has served as Vice President and as a Director of Crowell
since July 1996.  Mr.  Crowell,  Jr., has served as President of Keystone  Homes
since  April 1995.  For five years  prior to his  appointment  as  President  of
Keystone, Mr. Crowell served as a manager with Crowell.

     Mr.  Gilliam has served as Vice  President,  Secretary and Chief  Financial
Officer of Crowell since October 1992.

     The term of each  officer  and  director is for one year and expires on the
third  Wednesday  in  June;  however,  the  term of each  officer  and  director
continues until his successor is elected and qualified. There is no agreement or
understanding  between any officer and director and any other person pursuant to
which any  officer or  director  was  selected  as an officer or  director.  Mr.
Crowell, Jr., is the son of Mr. Crowell.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,  and
regulations  of the SEC  thereunder  require  Crowell's  executive  officers and
directors and persons who own more than 10% of Crowell's  Common Stock,  as well
as certain affiliates of such persons,  to file initial reports of ownership and
reports of changes in ownership with the SEC. Executive officers,  directors and
persons  owning  more than 10% of  Crowell's  Common  Stock are  required by SEC
regulation to furnish  Crowell with copies of all Section 16(a) forms they file.
Based  solely on its  review  of the  copies of such  forms  received  by it and
written  representations  that no other reports were required for those persons,
Crowell believes that during the fiscal year ended December 31, 1999,  Crowell's
executive  officers,  directors  and owners of more than 10% of its Common Stock
complied with all filing requirements.

                         ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION SUMMARY

     The  following  table  summarizes  by category,  for the fiscal years ended
December 31, 1999,  1998,  and 1997,  the total  compensation  paid to the Chief
Executive  Officer of the  Company.  No other  executive  officer of the Company
received  salary and bonus for the fiscal year ended  December 31,  1999,  in an
amount in excess of $100,000:

                                       23
<PAGE>

     Name and                         Year Ended
Principal Position                   December 31,                      Salary
--------------------------------------------------------------------------------
Otis L. Crowell                          1999                        $ 120,000
    President and                        1998                          120,000
    Chief Executive Officer              1997                          120,000

     The directors of the Company are not compensated  for services  rendered in
such capacities.

                ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

     The  following  table sets forth,  as of April 24, 1999,  information  with
respect to the beneficial  ownership of shares of Common and Preferred  Stock of
the Company by each person known to be the  beneficial  owner of more than 5% of
the  outstanding  shares of Common  and  Preferred  stock  and the  holdings  of
directors  and  executive  officers  individually  and  as a  group.  Beneficial
ownership  as  reported  in the table has been  determined  in  accordance  with
Securities Exchange Commission ("SEC") regulations and includes shares of Common
Stock that may be acquired within 60 days upon the exercise of outstanding stock
options and the  conversion  of shares of Preferred  Stock of the  Company.  The
named  persons have sole voting and  investment  power with regard to the shares
shown as owned by such  persons.  Pursuant  to SEC  regulations,  all shares not
currently  outstanding  which are  subject to options or  conversion  privileges
exercisable  within 60 days are  deemed to be  outstanding  for the  purpose  of
computing  the "Percent of Class" held by the holder  thereof but are not deemed
to be  outstanding  for the purpose of computing  the "Percent of Class" held by
any other shareholder of the Company.

<TABLE>
<CAPTION>
                                    Common Stock      Series A Preferred    Series B Preferred      Combined Voting
                                    Beneficially      Stock Beneficially    Stock Beneficially     Power (Common and
                                   Owned (Percent       Owned (Percent        Owned (Percent     Preferred Considered
     Name and Address               of Class)(1)         of Class)(2)          of Class)(3)      as a Single Class)(4)
----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>                   <C>                   <C>
Florice Clark(5)                       121,725                    -               486,899                 4.4%
   3554 Old Ferry Road                  (4.6%)                                     (100%)
   Martinez, GA  30907

Otis L. Crowell*(5)                  1,876,622               87,500                     -                68.2%
   3750 Evans to Locks Road            (73.8%)              (16.7%)
   Augusta, GA  30907

Mark L. Gilliam*                         1,250                    -                     -                    +
   3696 El Cordero Road                      +
   Martinez, GA  30907

                                       24
<PAGE>

Robert M. Hunter(5)                     70,000              280,000                     -                 2.5%
   3801 High Hampton Drive              (2.7%)              (53.3%)
   Martinez, GA  30907

Dennis Stanfield                       161,436                    -                     -                 5.9%
   P.O. Box 4501                        (6.0%)
   Martinez, GA  30907

Robert M. Hunter, Jr.                   13,125               52,500                     -                    +
   3 Beech Lane                              +              (10.0%)
   Morristown, NJ  07960

Beverly H. Taylor                       13,125              52,500                      -                    +
   688 Woodhall Abbey Court                  +              (10.0%)
   Martinez, GA  30907

Ben W. Hunter                           13,125               52,500                     -                    +
   3109 West Road                            +              (10.0%)
   Martinez, GA 30907

All executive officers/              1,877,872                    -                     -                68.2%
   directors as a group (2 persons)    (73.4%)
</TABLE>

+    Less than 1.0%
*    Executive officer or director

(1)  Based on 2,520,835 shares of Common Stock outstanding on March 31, 2000.

(2)  Based on 525,000  shares of Series A Preferred  Stock  outstanding on March
     31, 2000.  Holders of the Series A Preferred Stock vote on the basis of one
     vote for each four shares of Series A Preferred  Stock held with holders of
     Common  Stock and  holders  of Series B  Preferred  Stock,  all voting as a
     single class.  The Series A Preferred Stock is not registered under Section
     12 of the  Securities  Exchange  Act of 1934,  and in  providing  ownership
     information the Company has relied on its stock transfer records, which may
     not correspond to beneficial  ownership.  To the extent that the Company is
     aware of beneficial ownership that is different from ownership as reflected
     by the stock transfer records,  such beneficial  ownership  information has
     been provided.

(3)  Based on 486,899  shares of Series B Preferred  Stock  outstanding on March
     31,  2000.  Holders of the Series A Preferred  Stock vote on a one vote for
     each four  shares of Series B Preferred  Stock held with  holders of Common
     Stock and  holders  of Series A  Preferred  Stock,  all  voting as a single
     class.  The Series B Preferred Stock is not registered  under Section 12 of
     the Securities Exchange Act of 1934, and in providing ownership information
     the  Company  has  relied  on its  stock  transfer  records,  which may not
     correspond to beneficial ownership. To the extent that the Company is aware
     of beneficial  ownership  that is different  from ownership as reflected by
     the stock transfer records,  such beneficial ownership information has been
     provided.

(4)  Based on one vote per share for Common  Stock and one vote per four  shares
     for Series A and B Preferred Stock.

(5)  The shares of Common  Stock  beneficially  owned by the  indicated  persons
     include  shares which may be acquired upon the  conversion  of  outstanding
     shares of Series A or B  Preferred  Stock,  as the case may be, as follows:
     Ms. Clark - 121,725 shares;  Mr. Crowell - 21,875 shares; and Mr. Robert M.
     Hunter - 70,000  shares;  Mr. Robert M. Hunter,  Jr. - 13,125  shares;  Ms.
     Beverly H. Taylor - 13,125 shares; and Mr. Ben W. Hunter - 13,125 shares.

                                       25
<PAGE>

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company  leases  office  space from Otis L.  Crowell,  president of the
Company,  under three leases, two with a term of twenty (20) years, and expiring
in 2009 and one (1)  with a term of 15  years,  expiring  in  2014.  The  leases
provide that the Company pays all property taxes, insurance and maintenance plus
an annual  rental.  The total  minimum  rental  commitment at December 31, 1999,
under these leases is $1,403,958, which is due as follows:

     Year ending December 31,
              2000                                 117,804
              2001                                 120,204
              2002                                 122,604
              2003                                 122,604
              2004                                 125,104
           Thereafter                              795,638
                                              ------------
                                              $  1,403,958
                                              ============

     The total  rental  expense for these  leases  included in the  consolidated
statements  of income  for the  years  ended  December  31,  1999 and 1998,  was
$101,502  and  $85,200,  respectively.  The Company  received  rental  income of
approximately  $59,055 and $90,000,  respectively,  for the years 1999 and 1998,
which offsets the rental expense.

     Keystone  purchases  developed lots for home  construction from Home Sites.
Otis L. Crowell is the General  Partner of Homes Sites (see Item 1.  Description
of Business).  For the years ended  December 31, 1999 and 1998,  such  purchases
were  $530,000  and $58,000,  respectively.  Crowell  also  provides  management
services  to Home  Sites.  For the  years  ended  December  31,  1999 and  1998,
management fees earned by the Company were $79,155 and $69,645, respectively.

     For the year ended December 31, 1999, Keystone built an office building and
self-storage  warehouse  for  Crowell  Holdings,  Ltd.  ("Holdings"),  a limited
partnership.  Otis L. Crowell,  president of Crowell,  Linda G. Crowell, wife of
Otis L. Crowell, and O. Lamar Crowell, Jr., director of Crowell and president of
Keystone and son of Otis L. Crowell,  are limited partners of Holdings.  Beverly
Crowell,  Sandra  Crowell,  and John Crowell,  children of Otis L. Crowell,  are
limited  partners of Holdings.  Crowell  Partners,  Inc., a corporation of which
Otis L.  Crowell is the sole  shareholder,  is the general  partner of Holdings.
Revenues  and cost of revenues for this  project  were  $1,801,702.  The Company
leases office and warehouse space from Holdings.

                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     The exhibits listed below are filed as part of or incorporated by reference
in this  report.  Where such filing is made by  incorporation  by reference to a
previously filed report or registration  statement,  such report or registration
statement is identified in parenthesis. (See the Index of Exhibits included with
the exhibits filed as part of this report.)

                                       26
<PAGE>

     3(i)   Restated  Articles of  Incorporation of the Company dated October 7,
            1995, (Exhibit 3(i) to the Company's  Registration Statement on Form
            S-4, No. 33-70282,  as declared  effective by the SEC on January 14,
            1995)

     3(ii)  Bylaws of the Company,  as amended  through  March 15, 1995 (Exhibit
            3.7 to the Company's Annual Report on Form 10-KSB for the year ended
            December 31, 1992, as amended by Form 8 dated April 14, 1995)

     4.1    Specimen form of the Company's Common Stock Certificate (Exhibit 4.1
            to the Company's  Registration  Statement on Form S-4, No. 33-70282,
            as declared effective by the SEC on January 14, 1995)

     4.2    Appendix  A to the  Company's  Restated  Articles  of  Incorporation
            setting forth the rights, preferences, and limitations of holders of
            the Company's Class A Preferred Stock (included in Exhibit 3(i))

     4.3    Appendix  B to the  Company's  Restated  Articles  of  Incorporation
            setting forth the rights, preferences, and limitations of holders of
            the Company's Class B Preferred Stock (included in Exhibit 3(i))

     10.1   Management Compensation Agreements

            (a)  Stock Option  Agreement dated February 21, 1989, by and between
                 the Company (as successor to The Mid-South  Corporation) and J.
                 W. Ivey,  Jr.  (Exhibit 10.2 to the Company's  Annual Report on
                 Form 10-KSB for the year ended December 31, 1992, as amended by
                 Form 8 dated April 14, 1995)

     10.2   Lease  Agreement  dated June 1, 1989, by and between Otis L. Crowell
            and the Company  regarding the premises  located at 2848  Washington
            Road, Augusta, Georgia (Exhibit 10.13 to the Company's Annual Report
            on Form 10-KSB for the year ended  December 31, 1992,  as amended by
            Form 8 dated April 14, 1995)

     10.3   Lease  Agreement  dated June 1, 1989, by and between Otis L. Crowell
            and the Company  regarding the premises  located at 432 South Belair
            Road, Martinez, Georgia (Exhibit 10.4 to the Company's Annual Report
            on Form 10-KSB for the year ended  December 31, 1992,  as amended by
            Form 8 dated April 14, 1995)

     10.4   Lease  Agreement  dated June 1, 1989, by and between Otis L. Crowell
            and  the  Company   regarding  the  premises  located  at  454  West
            Martintown Road, North Augusta,  South Carolina (Exhibit 10.5 to the
            Company's  Annual Report on Form 10-KSB for the year ended  December
            31, 1992, as amended by Form 8 dated April 14, 1995)

     10.5   Agreement for Purchase and Sale of Real  Property  dated October 21,
            1995,  between the Company and Sovran  Strategic  Investments,  L.P.
            (Exhibit 10.5 to the Company's  Registration  Statement on Form S-4,
            No. 33-70282, as declared effective by the SEC on January 14, 1995)

     10.6   Agreement  to  purchase  business  dated May 9,  1995,  between  the
            Company and Meybohm  Realty,  Inc.  (Exhibit  10.6 to the  Company's
            Annual Report on Form 10-KSB for the year ended December 31, 1995.)

     10.7   Post Closing Agreement between the Company and Meybohm Realty,  Inc.
            (Exhibit 10.7 to the Company's  Annual Report on Form 10-KSB for the
            year ended December 31, 1995.)

     10.8   Sub-Lease  Agreement  dated May 24,  1995,  between  the Company and
            Meybohm Realty, Inc. (Exhibit 10.8 to the Company's Annual Report on
            Form 10-KSB for the year ended December 31, 1995.)

     10.9   Sub-Lease  Agreement  dated June 29,  1995,  between the Company and
            Healthmaster  Home Health Care, Inc.  (Exhibit 10.9 to the Company's
            Annual Report on Form 10-KSB for the year ended December 31, 1995.)

     10.10  Agreement to purchase business dated December 16, 1996,  between the
            Company and Chin U. Yu

     10.11  Agreement to purchase business dated December 16, 1998,  between the
            Company and Craig S. Jones (filed herewith)

     10.12  Lease  agreement  dated  December 21, 1998,  between the Company and
            Otis L. Crowell

                                       27
<PAGE>

     11     Computation of earnings per share

     12     Subsidiaries

     27     Financial Data Schedule

b)   Reports on Form 8-K.

     The  Company  did not file a report on Form 8-K  during the  Quarter  ended
December 31, 1999.

                                       28
<PAGE>

                                   SIGNATURES

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

                                         CROWELL & CO., INC.



DATE:  April 24, 2000                    /s/  Otis L. Crowell
                                         --------------------
                                              Otis L. Crowell, President
                                              and Chairman of the Board

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



DATE:  April 24, 2000                    /s/  Otis L. Crowell
                                         --------------------
                                              Otis L. Crowell, President
                                              and Chairman of the Board


DATE:  April 24, 2000                    /s/  Mark L. Gilliam
                                         --------------------
                                              Mark L. Gilliam, Director, Vice
                                              President, Secretary and Chief
                                              Financial Officer


DATE:  April 24, 2000                    /s/  O. Lamar Crowell, Jr.
                                         --------------------------
                                              O. Lamar Crowell, Jr., Director
<PAGE>

                                INDEX OF EXHIBITS


10.12     Lease agreement dated December 21, 1998,  between the Company and Otis
          L. Crowell

11        Computation of earnings per share

21        Subsidiaries

27        Financial Data Schedule