U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark  One)

[X]  Annual  report  pursuant  to  Section 13 or 15(d) of the Securities
     Exchange  Act  of  1934

For  fiscal  year  ended  DECEMBER  31,  2000
                          -------------------

[ ]  Transition  report  under  Section  13  or 15(d) of the Securities
     Exchange  Act  of  1934

     For  the  transition  period  from  ______________to  _______________

     Commission  file  number  ______
                               ------

                        FUTURUS FINANCIAL SERVICES, INC.
                        --------------------------------
                 (Name of small business issuer in its charter)

             Georgia                                             58-2485661
  --------------------------------                          -------------------
  (State  or other jurisdiction of                           (I.R.S. Employer
  incorporation  or  organization)                          Identification No.)

281  South  Main  Street  Suite 105-A, Alpharetta, Georgia         30009
----------------------------------------------------------  -------------------
        (Address  of  Principal  Executive  Offices)             (Zip Code)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:     NONE.

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:     NONE.

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

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

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $0
                                                                  --

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  computed  by  reference  to the price at which the stock was
sold,  or  the  average  bid  and  asked  prices  of such common equity, as of a
specified  date  within  the  past  60  days:  N/A*
                                               ----

     *    Although  the  Registrant's Initial Public Offering closed as of March
          16,  2001,  shares  have  not  yet been issued. Based on subscriptions
          received, we expect the aggregate market value of voting common equity
          held  by  non-affiliates  to  be  approximately  $3,263,150.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the latest practicable date. As of March 16, 2001, one share of
                                              ----------------------------------
the  Registrant's  common  stock,  no  par  value  per  share,  was outstanding.
--------------------------------------------------------------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

Registrant's  Annual  Report  to Shareholders for fiscal year ended December 31,
2000  is  incorporated  by  reference  into  Part  II.

     Transitional Small Business Disclosure format (check one):  Yes     No  X
                                                                     ---    ---

<PAGE>
<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS


<S>       <C>                                                                                   <C>
PART I
ITEM 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
ITEM 2.   DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . . . . . .   16
PART II.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . .   16
ITEM 7.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  18
PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. . . . . . . . . . . . .   18
ITEM 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . . . . . . . . . . .   22
ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB. . . . . . . . . . . . . . . . . . . . .   23
</TABLE>

                                        2
<PAGE>
                                     PART I


ITEM  1.  DESCRIPTION  OF  BUSINESS

         SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

          Various  matters  discussed  in  this  document  and  in  documents
incorporated  by  reference herein may constitute forward-looking statements for
purposes  of  the  Securities  Act  and  the  Securities  Exchange  Act.  These
forward-looking  statements  may  involve known and unknown risks, uncertainties
and  other  factors  which  may  cause  the  actual  results,  performance  or
achievements  of  Futurus Financial Services, Inc. ("Futurus Financial Services"
or the "Company") to be materially different from future results, performance or
achievements  expressed or implied by such forward-looking statements. The words
"expect,"  "anticipate,"  "intend,'  "plan,"  "believe," "seek,' "estimate," and
similar  expressions  are  intended to identify such forward-looking statements.
The  Company's actual results may differ materially from the results anticipated
in  these  forward-looking  statements  due  to a variety of factors, including,
without  limitation:

     -    The  effects  of  future  economic  conditions;

     -    Governmental  monetary and fiscal policies, as well as legislative and
          regulatory  changes;

     -    The risks of changes in interest rates on the level and composition of
          deposits,  loan  demand, and the values of loan collateral, securities
          and  interest  rate  protection  agreements,  as well as interest rate
          risks;

     -    The  effects  of  competition  from  other  financial institutions and
          financial service providers operating in the Company's market area and
          elsewhere,  including  institutions  operating  locally,  regionally,
          nationally  and  internationally,  together  with  such  competitors
          offering  banking  products  and  services  by  mail,  telephone,  and
          computer  and  the  Internet;  and

     -    The  failure  of  assumptions underlying the establishment of reserves
          for  possible  loan losses and estimations of values of collateral and
          various  financial  assets  and  liabilities.

All  written  or oral forward-looking statements attributable to the Company are
expressly  qualified  in  their  entirety  by  these  cautionary  statements.


                        FUTURUS FINANCIAL SERVICES, INC.

          Futurus  Financial  Services,  Inc.  is a Georgia corporation that was
incorporated on August 12, 1999 to organize and serve as the holding company for
Futurus  Bank,  N.A.,(the  "Bank") a national bank in organization. Futurus Bank
will  operate as a community bank emphasizing personalized banking relationships
with  individuals  and  businesses predominantly located in the northern part of
Georgia's Fulton County, which includes the communities of Alpharetta, Windward,
Roswell,  Northridge  and  Sandy  Springs.

          On  February 14, 2000 we received preliminary approval from the Office
of  the  Comptroller of the Currency to organize Futurus Bank as a national bank
in  Alpharetta,  Georgia. In our application to the Office of the Comptroller of
the  Currency,  we  indicated that we anticipated raising at least $9 million in
capital  and  investing  approximately $8.5 million in Futurus Bank. On December
18,  2000,  we  filed  an amendment to our application to reflect changes in the
number  of  shares  to be sold in this offering and, therefore, in the amount of
capital  to  be invested in Futurus Bank. The amended application indicates that
we  expect  to  invest  $7.0  million in Futurus Bank and to raise at least $7.5
million in capital as a result of this offering. On February 12, 2001 the Office
of  the Comptroller of the Currency approved the capitalization of the bank with
$7.5  million,  which  requires  us  to  raise  $8 million in our initial public
offering  of  our  common  stock.

                                        3
<PAGE>
          In  order  to  receive  final  approval of our application to organize
Futurus  Bank,  we  will  also  be  required  to  receive  FDIC  approval of our
application for deposit insurance and implement appropriate banking policies and
procedures. On April 18, 2000 we received preliminary approval from the FDIC for
deposit  insurance,  and on April 28, 2000 we received approval from the Federal
Reserve to become a bank holding company and to acquire all of the capital stock
of  Futurus  Bank.  After  receiving  final  regulatory approvals, we anticipate
beginning  operations  at  a  temporary  facility in late first quarter or early
second  quarter  of 2001, and we expect to move to our permanent facility in the
fourth  quarter  of  2001.

                                  FUTURUS BANK

GENERAL

          We plan to offer a full array of banking products and services through
high  quality,  personalized  delivery  systems. Futurus Bank's lending services
will  include  consumer  loans,  commercial  loans  to  small-  to  medium-sized
businesses and professional concerns and real estate-related loans. Futurus Bank
will  offer  a broad base of deposit services including demand deposits, regular
savings  accounts, money market deposits, certificates of deposit and individual
retirement  accounts.  We  will also provide additional services like ATM cards,
debit  cards,  travelers checks, direct deposit, automatic transfers and courier
services  for  targeted  commercial  clients.  We  intend  to offer our services
through a variety of delivery systems including online banking, automated teller
machines,  telephone  banking  and,  in  the  future, additional branch offices.

PHILOSOPHY

          Our  management  philosophy  is  to  deliver  superior  service to our
clients  and  to  create a banking experience that motivates them to tell others
about  Futurus  Bank.  As  part  of our marketing effort, we will employ a "high
tech,  high  touch"  theme  to  emphasize  our  commitment  to  complement  our
client-oriented  service  approach  with  user-friendly technologies. We believe
that this philosophy, encompassing the service aspects of community banking with
the  perceived  convenience  of larger banks, will distinguish Futurus Bank from
its  competitors.

MARKET  AREA  AND  COMPETITION

          The  boundaries  for  Futurus  Bank's initial primary service area are
represented by the Fulton County/Forsyth County and Cherokee County lines to the
north, the Fulton County/Gwinnett County line to the east, Interstate 285 to the
south,  and  the  Fulton  County/Cobb  County line to the west. Accordingly, the
primary  service area represents a geographic area that includes the Alpharetta,
Windward,  Roswell,  Sandy Springs and Northridge communities in northern Fulton
County.

          The  Bank  will  compete with other commercial banks, savings and loan
associations,  credit  unions, and money market mutual funds serving the initial
primary  service  area  described above, as well as other financial institutions
and  financial  service  providers  operating  on  a  regional,  national,  or
international  basis,  many  of  which  have  equal  or  greater  financial  or
banking-related  resources  than  the Company or the Bank. Additionally, two new
start-up banks have established operations within our primary service area since
1998. Although community banks and thrifts operating within our market area will
compete  directly  with  Futurus Bank for banking products and services, none of
these  community  banking institutions has a location within approximately three
miles  of our proposed main office site. As a result, we believe that we have an
opportunity  to  bring  community  banking  to  an  underserved,  local  market.

                                        4
<PAGE>
LOAN  PORTFOLIO

          LENDING  POLICY. Once we begin our banking operations, we will offer a
full  range  of lending products, including commercial, real estate and consumer
loans  to  individuals  and  small-  to medium-sized businesses and professional
concerns.  We  will  compete  for  these  loans  with  competitors  who are well
established  in  the  northern Fulton County area and have greater resources and
lending  limits.  As  a  result,  we  may  initially have to offer more flexible
pricing  and  terms  to  attract  borrowers.

          We  estimate  that  Futurus Bank's loan portfolio will be comprised of
the  following:

<TABLE>
<CAPTION>
LOAN CATEGORY                              RATIO
--------------                             -----
<S>                                        <C>
Commercial loans. . . . . . . . . . . . .  60%

Real estate related loans . . . . . . . .  30%

Consumer loans. . . . . . . . . . . . . .  10%
</TABLE>

Based  on our executive officers' past lending experience, we believe that, when
properly  managed  and  monitored,  none  of  these  categories  represents  a
significantly  higher  risk than the other.  Additionally, Futurus Bank plans to
avoid  concentrations  of  loans to a single industry or secured by a particular
type  of  collateral.

          LOAN  APPROVAL  AND REVIEW. Futurus Bank's loan approval policies will
provide  for  various  levels  of  officer lending authority. When the amount of
total  loans  to  a  single  borrower  exceeds that individual officer's lending
authority,  an  officer  with  a  higher  lending  limit  or Futurus Bank's Loan
Committee  will determine whether to approve the loan request. Futurus Bank will
not  make  any  loans  to  any of its directors or executive officers unless its
board of directors, excluding the interested party, first approves the loan, and
the  terms  of  the  loan  are  no more favorable than would be available to any
comparable  borrower.

          LENDING LIMITS. Futurus Bank's lending activities will be subject to a
variety  of  lending limits imposed by federal law. Differing limits apply based
on  the  type  of  loan  or the nature of the borrower, including the borrower's
relationship to the bank. In general, however, Futurus Bank will be able to loan
any  one  borrower  a  maximum  amount  equal  to  either:

-    15%  of  Futurus  Bank's  capital  and  surplus;  or

-    25%  of  its  capital  and  surplus if the amount that exceeds 15% is fully
     secured  by  readily  marketable  collateral.

          Based  on  its  proposed  capitalization  and  projected  pre-opening
expenses,  Futurus  Bank's  initial  legal  lending  limit will be approximately
$975,000  for loans not fully secured plus an additional $650,000, or a total of
approximately  $1,625,000,  for  loans  that  meet the federal guidelines. These
legal  limits  will  increase or decrease as Futurus Bank's capital increases or
decreases  as  a  result  of  its  earnings  or losses, among other reasons. Our
management  team  has  adopted an internal lending limit of $875,000, which will
initially be lower than the applicable legal limit. However, based on either our
internal  lending  limit  or  our legal lending limit, Futurus Bank will need to
sell  participations  in  its  loans to other financial institutions in order to
meet  all  of  the  lending  needs of our clients requiring extensions of credit
above  these  limits.

                                        5
<PAGE>
          CREDIT  RISKS.  The  principal  economic  risk  associated  with  each
category  of  loans that Futurus Bank expects to make is the creditworthiness of
the  borrower.  Borrower  creditworthiness  is  affected  by  general  economic
conditions  and  the  strength  of the relevant business market segment. General
economic  factors  affecting  a  borrower's  ability  to repay include interest,
inflation  and employment rates, as well as other factors affecting a borrower's
customers,  suppliers  and  employees.

          The  well  established  financial  institutions in the northern Fulton
County  market  are  likely  to  make  proportionately  more loans to medium- to
large-sized  businesses  than  Futurus  Bank  will  make. Many of Futurus Bank's
anticipated  commercial  loans  will  likely  be  made to small- to medium-sized
businesses  that  may  be  less  able  to  withstand  competitive,  economic and
financial  pressures  than  larger  borrowers.

          COMMERCIAL  LOANS.  We  expect  that  loans for commercial purposes in
various  lines  of  businesses  will be one of the primary components of Futurus
Bank's loan portfolio. The terms of these loans will vary by purpose and by type
of  underlying  collateral,  if  any. Futurus Bank will typically make equipment
loans for a term of five years or less at fixed or variable rates, with the loan
fully  amortized over the term. Equipment loans generally will be secured by the
financed  equipment,  and  the  ratio  of the loan principal to the value of the
financed  equipment  or other collateral will generally be 80% or less. Loans to
support  working  capital  will  typically have terms not exceeding one year and
will usually be secured by accounts receivable, inventory or personal guarantees
of  the  principals of the business. For loans secured by accounts receivable or
inventory,  principal  will  typically be repaid as the assets securing the loan
are  converted  into cash, and for loans secured with other types of collateral,
principal  will  typically  be  due  at  maturity. The quality of the commercial
borrower's  management  and its ability both to properly evaluate changes in the
supply  and  demand  characteristics  affecting  its  markets  for  products and
services and to effectively respond to such changes are significant factors in a
commercial  borrower's  creditworthiness.

          REAL  ESTATE  LOANS.  Futurus  Bank  will  make commercial real estate
loans,  construction  and  development loans, and residential real estate loans.
These  loans  include  commercial  loans  where  Futurus  Bank  takes a security
interest  in real estate out of an abundance of caution and not as the principal
collateral  for  the  loan,  but  will  exclude  home  equity  loans,  which are
classified  as  consumer  loans.

     -    COMMERCIAL  REAL  ESTATE.  Commercial real estate loan terms generally
          will  be  limited  to  five  years  or  less, although payments may be
          structured on a longer amortization basis. Interest rates may be fixed
          or adjustable, although rates typically will not be fixed for a period
          exceeding 60 months. Futurus Bank will generally charge an origination
          fee  of  one  percent.  We  will  attempt to reduce credit risk on our
          commercial  real  estate  loans by emphasizing loans on owner-occupied
          office  and  retail buildings where the ratio of the loan principal to
          the  value  of  the collateral as established by independent appraisal
          does  not  exceed  80%  and net projected cash flow available for debt
          service  equals  120%  of  the  debt service requirement. In addition,
          Futurus  Bank  generally  will  require  personal  guarantees from the
          principal  owners  of  the  property  supported by a review by Futurus
          Bank's  management  of  the  principal  owners'  personal  financial
          statements. Risks associated with commercial real estate loans include
          fluctuations  in  the  value  of real estate, new job creation trends,
          tenant  vacancy  rates  and  the quality of the borrower's management.
          Futurus Bank will limit its risk by analyzing borrowers' cash flow and
          collateral  value  on  an  ongoing  basis.

     -    CONSTRUCTION  AND  DEVELOPMENT  LOANS.  We  will make construction and
          development  loans  both  on  a pre-sold and speculative basis. If the
          borrower  has  entered into an agreement to sell the property prior to
          beginning  construction,  then  the  loan  is  considered  to  be on a
          pre-sold  basis.  If the borrower has not entered into an agreement to
          sell  the  property  prior to beginning construction, then the loan is
          considered  to be on a speculative basis. Construction and development
          loans  are  generally  made  with  a term of nine to twelve months and
          interest  is  paid  quarterly.  The ratio of the loan principal to the
          value  of  the  collateral  as  established  by  independent appraisal
          typically  will not exceed 75%. Speculative loans will be based on the
          borrower's  financial  strength  and cash flow position. Loan proceeds
          will be disbursed based on the percentage of completion and only after
          the  project  has been inspected by an experienced construction lender
          or  independent  appraiser.  Risks  associated with construction loans
          include  fluctuations in the value of real estate and new job creation
          trends.

                                        6
<PAGE>
     -    RESIDENTIAL  REAL ESTATE. Futurus Bank's residential real estate loans
          will  consist  of  residential  second  mortgage loans and residential
          construction loans only. We will offer fixed and variable rates on our
          mortgages  with  the  amortization  of  second mortgages generally not
          exceeding 15 years and the rates generally not being fixed for over 60
          months.  These  loans  will  be made in accordance with Futurus Bank's
          appraisal policy and with the ratio of the loan principal to the value
          of  collateral  as  established by independent appraisal not exceeding
          95%.  We  expect that these loan-to-value ratios will be sufficient to
          compensate  for  fluctuations  in  real  estate  market  value  and to
          minimize  losses  that could result from a downturn in the residential
          real  estate  market.

          CONSUMER  LOANS.  Futurus  Bank  will  make  a  variety  of  loans  to
individuals  for  personal, family and household purposes, including secured and
unsecured installment and term loans, home equity loans and home equity lines of
credit.  Consumer loan repayments depend upon the borrower's financial stability
and  are  more likely to be adversely affected by divorce, job loss, illness and
personal  hardships.  Because  many  consumer  loans  are secured by depreciable
assets  such  as boats, cars and trailers, the loan should be amortized over the
useful  life  of the asset. To minimize the risk that the borrower cannot afford
the monthly payments, all fixed monthly obligations should not exceed 38% of the
borrower's  gross  monthly  income.  The  borrower  should  also be continuously
employed  for  at  least 12 months prior to obtaining the loan. The loan officer
will  review the borrower's past credit history, past income level, debt history
and, when applicable, cash flow and determine the impact of all these factors on
the  ability  of  the borrower to make future payments as agreed. We expect that
the  principal  competitors  for consumer loans will be the established banks in
the  Futurus  Bank  market.

INVESTMENTS

          In  addition  to  loans,  Futurus  Bank  will  make  other investments
primarily  in  obligations  of the United States or obligations guaranteed as to
principal  and  interest  by  the  United  States  and other taxable securities.
Futurus  Bank  may  also  invest  in  FDIC  insured  certificates of deposit. No
investment  in  any  of  those instruments will exceed any applicable limitation
imposed  by law or regulation. The Asset and Liability Committee will review the
investment portfolio on an ongoing basis in order to ensure that the investments
conform  to  Futurus  Bank's  policy  as  set  by  the  board  of  directors.

ASSET  AND  LIABILITY  MANAGEMENT

          The  Asset  and  Liability Committee will manage Futurus Bank's assets
and  liabilities  and  will  strive  to provide a stable, optimized net interest
margin,  adequate  liquidity  and  a  profitable  after-tax return on assets and
return  on  equity. The committee will conduct these management functions within
the  framework  of  written  loan and investment policies that Futurus Bank will
adopt.  The  committee will attempt to maintain a balanced position between rate
sensitive  assets  and  rate  sensitive liabilities. Specifically, it will chart
assets  and liabilities on a matrix by maturity, effective duration and interest
adjustment  period  and  attempt  to  manage  any  gaps  in  maturity  ranges.

                                        7
<PAGE>
DEPOSIT  SERVICES

          Futurus  Bank  will  seek  to establish a broad base of core deposits,
including  savings accounts, checking accounts, money market accounts, a variety
of  certificates  of deposit and IRA accounts. To attract deposits, Futurus Bank
will  employ  an  aggressive marketing plan in its overall service area and will
feature  a  broad  product  line and competitive rates and services. The primary
sources  of  deposits  will  be residents of, and businesses and their employees
located  in,  Futurus  Bank's  primary market area. Futurus Bank plans to obtain
these  deposits  through  personal  solicitation  by its officers and directors,
direct  mail  solicitations  and advertisements published in the local media. In
order  to  attract  its  initial  deposit  base,  Futurus  Bank may offer higher
interest  rates  on  various  deposit  accounts.

                                    EMPLOYEES

          At  December  31,2000, the Bank employed four full-time employees, and
the  Company  had  no  employees  who  were  not also employees of the Bank. The
Company  considers  the  Bank's relationship with its employees to be excellent.

                           SUPERVISION AND REGULATION

          Both  the  Company  and  the  Bank are or will be subject to extensive
state  and  federal  banking regulations that impose restrictions on and provide
for  general  regulatory oversight of their operations. These laws are generally
intended  to  protect  depositors and not shareholders. The following discussion
describes  the material elements of the regulatory framework that applies to us.

FUTURUS  FINANCIAL  SERVICES

          Since Futurus Financial Services is expected to own all of the capital
stock  of  the  Bank,  it  will be a bank holding company under the federal Bank
Holding  Company Act of 1956. As a result, the Company will be primarily subject
to  the supervision, examination, and reporting requirements of the Bank Holding
Company  Act  and  the  regulations  of  the  Federal  Reserve.

          ACQUISITIONS  OF  BANKS.  The  Bank Holding Company Act requires every
bank  holding  company  to  obtain  the Federal Reserve's prior approval before:

     -    acquiring direct or indirect ownership or control of any voting shares
          of  any  bank if, after the acquisition, the bank holding company will
          directly  or  indirectly  own  or  control  more than 5% of the bank's
          voting  shares;

     -    acquiring  all  or  substantially  all  of  the assets of any bank; or

     -    merging  or  consolidating  with  any  other  bank  holding  company.

          Additionally,  the  Bank Holding Company Act provides that the Federal
Reserve  may not approve any of these transactions if it would result in or tend
to  create a monopoly or, substantially lessen competition or otherwise function
as  a  restraint  of  trade,  unless the anticompetitive effects of the proposed
transaction  are  clearly  outweighed  by  the  public  interest  in meeting the
convenience and needs of the community to be served. The Federal Reserve is also
required to consider the financial and managerial resources and future prospects
of  the bank holding companies and banks concerned and the convenience and needs
of  the community to be served. The Federal Reserve's consideration of financial
resources  generally  focuses  on  capital  adequacy,  which is discussed below.

          Under  the  Bank  Holding  Company  Act, if adequately capitalized and
adequately  managed,  the  Company  or any other bank holding company located in
Georgia  may  purchase  a  bank  located  outside  of  Georgia.  Conversely,  an
adequately  capitalized  and  adequately  managed  bank  holding company located
outside  of  Georgia  may  purchase a bank located inside Georgia. In each case,
however,  restrictions  may be placed on the acquisition of a bank that has only
been  in  existence  for  a  limited  amount of time or will result in specified
concentrations  of  deposits.  For example, Georgia law prohibits a bank holding
company  from  acquiring  control  of  a  financial institution until the target
financial institution has been incorporated for five years. As a result, no bank
holding  company  may  acquire  control  of  the  Company  until after the fifth
anniversary  date  of  the  Bank's  incorporation.

                                        8
<PAGE>
          CHANGE  IN  BANK  CONTROL.  Subject  to  various  exceptions, the Bank
Holding  Company  Act  and the Change in Bank Control Act, together with related
regulations,  require  Federal  Reserve  approval prior to any person or company
acquiring  "control" of a bank holding company. Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities  of  the bank holding company. Control is refutably presumed to exist
if  a person or company acquires 10% or more, but less than 25%, of any class of
voting  securities  and  either:

     -    the bank holding company has registered securities under Section 12 of
          the  Securities  Act  of  1934;  or

     -    no  other  person  owns  a  greater percentage of that class of voting
          securities  immediately  after  the  transaction.

The  regulations  also  provide  for  a  procedure  to challenge this rebuttable
control  presumption.

     PERMITTED  ACTIVITIES.  Unless  we  qualify and elect to become a financial
holding  company, we will be generally prohibited under the Bank Holding Company
Act, from engaging in or acquiring direct or indirect control of more than 5% of
the  voting  shares  of  any  company  engaged  in  any  activity  other  than:

     -    Banking  or  managing  or  controlling  banks;  and

     -    An  activity  that  the  Federal  Reserve  determines to be so closely
          related  to  banking  as  to  be  a proper incident to the business of
          banking.

          Activities that the Federal Reserve has found to be so closely related
to  banking  as  to  be  a  proper  incident to the business of banking include:

     -    Factoring  accounts  receivable;

     -    Making,  acquiring,  brokering  or  servicing  loans and usual related
          activities;

     -    Leasing  personal  or  real  property;

     -    Operating  a  non-bank  depository  institution,  such  as  a  savings
          association;

     -    Trust  company  functions;

     -    Financial  and  investment  advisory  activities;

     -    Conducting  discount  securities  brokerage  activities;

     -    Underwriting  and  dealing  in government obligations and money market
          instruments;

     -    Providing  specified  management consulting and counseling activities;

     -    Performing  selected  data  processing  services and support services;

     -    Acting  as  agent or broker in selling credit life insurance and other
          types  of  insurance  in  connection  with  credit  transactions;  and

                                        9
<PAGE>
     -    Performing  selected  insurance  underwriting  activities.

          Despite  prior  approval, the Federal Reserve may order a bank holding
company or its subsidiaries to terminate any of these activities or to terminate
its  ownership  or  control  of  any  subsidiary when it has reasonable cause to
believe that the bank holding company's continued ownership, activity or control
constitutes  a  serious risk to the financial safety, soundness, or stability of
it  or  any  of  its  bank  subsidiaries.

     Generally,  if  the  Company  qualifies  and  elects  to become a financial
holding  company,  it  may  engage in activities that are financial in nature or
incidental or complementary to financial activity.  The Bank Holding Company Act
expressly  lists  the  following  activities  as  financial  in  nature:

     -    Lending,  trust  and  other  banking  activities;

     -    Insuring,  guaranteeing,  or  indemnifying  against  loss  or harm, or
          providing  and  issuing  annuities, and acting as principal, agent, or
          broker  for  these  purposes,  in  any  state;

     -    Providing  financial,  investment,  or  advisory  services;

     -    Issuing  or  selling  instruments  representing  interests in pools of
          assets  permissible  for  a  bank  to  hold  directly;

     -    Underwriting,  dealing  in  or  making  a  market  in  securities;

     -    Other  activities  that  the  Federal  Reserve  may determine to be so
          closely related to banking or managing or controlling banks as to be a
          proper  incident  to  managing  or  controlling  banks;

     -    Foreign  activities  permitted  outside  of  the  United States if the
          Federal  Reserve  has  determined  them to be usual in connection with
          banking  operations  abroad;

     -    Merchant  banking  through  securities  or  insurance  affiliates; and

     -    Insurance  company  portfolio  investments.

          To  qualify  to  become  a financial holding company, the Bank and any
other  depository institution subsidiary of the Company must be well capitalized
and  well  managed and must have a Community Reinvestment Act rating of at least
satisfactory.  Additionally,  the Company must file an election with the Federal
Reserve  to  become  a  financial  holding  company and must provide the Federal
Reserve  with  30 days written notice prior to engaging in a permitted financial
activity.

          SUPPORT  OF SUBSIDIARY INSTITUTIONS. Under Federal Reserve policy, the
Company  will  be expected to act as a source of financial strength for the Bank
and  to  commit  resources  to support the Bank. This support may be required at
times  when,  without  this  Federal  Reserve  policy,  the Company might not be
inclined  to  provide  it. In addition, any capital loans made by the Company to
the  Bank  will  be repaid only after its deposits and various other obligations
are  repaid  in  full.  In  the  unlikely event of the Company's bankruptcy, any
commitment  by it to a federal bank regulatory agency to maintain the capital of
the Bank will be assumed by the bankruptcy trustee and entitled to a priority of
payment.

                                       10
<PAGE>
FUTURUS  BANK,  N.A.

          Since the Bank is expected to be chartered as a national bank, it will
be  primarily subject to the supervision, examination and reporting requirements
of the National Bank Act and the regulations of the Office of the Comptroller of
the  Currency.  The  Office  of  the  Comptroller of the Currency will regularly
examine  the  Bank's  operations  and  will  have  the  authority  to approve or
disapprove mergers, the establishment of branches and similar corporate actions.
The  Office  of  the  Comptroller  of  the  Currency also will have the power to
prevent the continuance or development of unsafe or unsound banking practices or
other  violations  of law. Additionally, we expect that the Bank's deposits will
be insured by the FDIC to the maximum extent provided by law. The Bank will also
subject  to  numerous state and federal statutes and regulations that affect its
business,  activities  and  operations.

          BRANCHING.  National  banks  are  required by the National Bank Act to
adhere  to  branching laws applicable to state banks in the states in which they
are  located.  Under current Georgia law, national banks may open branch offices
throughout  Georgia  with the prior approval of the Office of the Comptroller of
the  Currency  and  the  Georgia Department of Banking and Finance. In addition,
with  prior regulatory approval, national banks may acquire branches of existing
banks  located in Georgia. National or state-chartered bank generally may branch
across  state  lines  by  merging  with  banks in other states if allowed by the
applicable states' laws. Georgia law, with limited exceptions, currently permits
branching  across  state  lines  through  interstate  mergers.

          Under the Federal Deposit Insurance Act, states may "opt-in" and allow
out-of-state  banks  to  branch  into their state by establishing a new start-up
branch  in  the  state.  Currently,  Georgia has not opted-in to this provision.
Therefore,  interstate  merger  is  the only method through which a bank located
outside  of  Georgia may branch into Georgia. This provides a limited barrier of
entry  into  the  Georgia  banking  market,  which protects us from an important
segment  of  potential  competition. However, because Georgia has elected not to
opt-in,  our  ability to establish a new start-up branch in another state may be
limited.  Many  states  that have elected to opt-in have done so on a reciprocal
basis,  meaning  that  an  out-of-state bank may establish a new start-up branch
only if their home state has also elected to opt-in. Consequently, until Georgia
changes  its  election,  the only way we will be able to branch into states that
have  elected to opt-in on a reciprocal basis will be through interstate merger.

          PROMPT  CORRECTIVE  ACTION.  The Federal Deposit Insurance Corporation
Improvement  Act  of  1991  establishes  a system of prompt corrective action to
resolve  the  problems  of  undercapitalized  financial institutions. Under this
system,  the federal banking regulators have established five capital categories
(well  capitalized,  adequately  capitalized,  undercapitalized,  significantly
undercapitalized  and critically undercapitalized) in which all institutions are
placed.  Federal  banking  regulators  are  required  to  take various mandatory
supervisory  actions and are authorized to take other discretionary actions with
respect  to  institutions in the three undercapitalized categories. The severity
of  the  action  depends  upon  the capital category in which the institution is
placed.  Generally,  subject  to  a narrow exception, the banking regulator must
appoint  a  receiver  or  conservator  for  an  institution  that  is critically
undercapitalized.  The federal banking agencies have specified by regulation the
relevant  capital  level  for  each  category.

          An  institution that is categorized as undercapitalized, significantly
undercapitalized,  or  critically  undercapitalized  is  required  to  submit an
acceptable capital restoration plan to its appropriate federal banking agency. A
bank  holding  company  must  guarantee that a subsidiary depository institution
meets  its  capital  restoration  plan,  subject  to  various  limitations.  The
controlling  holding  company's obligation to fund a capital restoration plan is
limited  to  the  lesser of 5% of an undercapitalized subsidiary's assets at the
time  it  became  undercapitalized  or  the  amount  required to meet regulatory
capital  requirements.  An  undercapitalized  institution  is  also  generally
prohibited  from  increasing  its  average  total  assets,  making acquisitions,
establishing  any branches or engaging in any new line of business, except under
an accepted capital restoration plan or with FDIC approval. The regulations also
establish  procedures for downgrading an institution to a lower capital category
based  on  supervisory  factors  other  than  capital.

                                       11
<PAGE>
          FDIC  INSURANCE  ASSESSMENTS.  The  FDIC  has  adopted  a  risk-based
assessment  system  for  insured depository institutions that takes into account
the risks attributable to difference categories and concentrations of assets and
liabilities.  The  system  assigns  an  institution  to  one  of  three  capital
categories:  (1)  well  capitalized;  (2)  adequately  capitalized;  and  (3)
undercapitalized. These three categories are substantially similar to the prompt
corrective  action  categories  described  above,  with  the  "undercapitalized"
category  including  institutions  that  are  undercapitalized,  significantly
undercapitalized,  and  critically undercapitalized for prompt corrective action
purposes.  The  FDIC  also  assigns  an  institution to one of three supervisory
subgroups  based  on  a  supervisory  evaluation  that the institution's primary
federal  regulator provides to the FDIC and information that the FDIC determines
to  be  relevant  to the institution's financial condition and the risk posed to
the  deposit  insurance  funds. Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In  addition,  the  FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the  late  1980s  as  part of the government rescue of the thrift industry. This
assessment  rate  is  adjusted  quarterly  and  is set at 1.96 cents per $100 of
deposits  for  the  first  quarter  of  2001.

          The  FDIC may terminate its insurance of deposits if it finds that the
institution  has  engaged  in  unsafe  and unsound practices, is in an unsafe or
unsound  condition  to  continue operations, or has violated any applicable law,
regulation,  rule,  order,  or  condition  imposed  by  the  FDIC.

          COMMUNITY  REINVESTMENT  ACT.  The Community Reinvestment Act requires
that,  in  connection  with  examinations of financial institutions within their
respective  jurisdictions,  the  Federal Reserve, the FDIC, or the Office of the
Comptroller  of  the  Currency,  shall  evaluate  the  record  of each financial
institution  in  meeting  the credit needs of its local community, including low
and moderate-income neighborhoods. These facts are also considered in evaluating
mergers, acquisitions, and applications to open a branch or facility. Failure to
adequately  meet  these  criteria  could  impose  additional  requirements  and
limitations  on  the  Bank's  expecting  banking  activities.  Under  the
Gramm-Leach-Bliley  Act,  a bank with aggregate assets of less than $250 million
is subject to a Community Reinvestment Act examination only once every 60 months
if  it  receives  an  outstanding  rating, once every 48 months if it receives a
satisfactory  rating  and  as  needed  if  its rating is less than satisfactory.
Additionally,  banks  are  required  to  publicly  disclose the terms of various
Community  Reinvestment  Act-related  agreements.

          OTHER  REGULATIONS. Interest and other charges collected or contracted
for  by  banks  are  subject  to  state  usury  laws and federal laws concerning
interest  rates.  We  anticipate  that  the  Bank's loan operations will also be
subject  to  federal  laws  applicable  to  credit  transactions,  such  as:

     -    The  federal  Truth-In-Lending  Act,  governing  disclosures of credit
          terms  to  consumer  borrowers;

     -    The  Home  Mortgage  Disclosure  Act  of  1975,  requiring  financial
          institutions  to  provide  information to enable the public and public
          officials  to  determine whether a financial institution is fulfilling
          its  obligation  to  help  meet  the housing needs of the community it
          serves;

     -    The  Equal  Credit  Opportunity Act, prohibiting discrimination on the
          basis  of race, creed or other prohibited factors in extending credit;

     -    The Fair Credit Reporting Act of 1978, governing the use and provision
          of  information  to  credit  reporting  agencies;

     -    The  Fair  Debt Collection Act, governing the manner in which consumer
          debts  may  be  collected  by  collection  agencies;  and

     -    The rules and regulations of the various federal agencies charged with
          the  responsibility  of  implementing  these  federal  laws.

                                       12
<PAGE>
     The  deposit  operations  of  the  Bank  will  be  subject  to:

     -    The  Right  to Financial Privacy Act, which imposes a duty to maintain
          confidentiality  of  consumer  financial  records  and  prescribes
          procedures  for  complying  with administrative subpoenas of financial
          records;  and

     -    The  Electronic  Funds  Transfer  Act  and  Regulation E issued by the
          Federal Reserve to implement that act, which govern automatic deposits
          to  and  withdrawals  from  deposit accounts and customers' rights and
          liabilities  arising  from  the  use  of automated teller machines and
          other  electronic  banking  services.

CAPITAL  ADEQUACY

          The  Company  and the Bank will be required to comply with the capital
adequacy  standards  established  by  the  Federal  Reserve,  in the case of the
Company,  and  the Office of the Comptroller of the Currency, in the case of the
Bank. The Federal Reserve has established a risk-based and a leverage measure of
capital  adequacy  for  bank holding companies. Since the Company's consolidated
total  assets  are  expected  to  be less than $150 million threshold, under the
Federal  Reserve's  capital  guidelines,  our  capital adequacy is measured on a
bank-only  basis,  as  opposed  to  a  consolidated basis. The Bank will also be
subject to risk-based and leverage capital requirements adopted by the Office of
the  Comptroller  of  the  Currency,  which  are  substantially similar to those
adopted  by  the  Federal  Reserve  for  bank  holding  companies.

          The  risk-based  capital  standards  are  designed  to make regulatory
capital  requirements more sensitive to differences in risk profiles among banks
and  bank  holding  companies, to account for off-balance-sheet exposure, and to
minimize  disincentives  for holding liquid assets. Assets and off-balance-sheet
items,  such as letters of credit and unfunded loan commitments, are assigned to
broad risk categories, each with appropriate risk weights. The resulting capital
ratios  represent  capital  as  a  percentage  of total risk-weighted assets and
off-balance-sheet  items.

          The  minimum guideline for the ratio of total capital to risk-weighted
assets  is 8%. Total capital consists of two components, Tier 1 Capital and Tier
2 Capital. Tier 1 Capital generally consists of common stock, minority interests
in  the  equity  accounts  of consolidated subsidiaries, noncumulative perpetual
preferred  stock,  and  a  limited  amount  of  qualifying  cumulative perpetual
preferred  stock,  less  goodwill  and other specified intangible assets. Tier 1
Capital must equal at least 4% of risk-weighted assets. Tier 2 Capital generally
consists  of  subordinated  debt, other preferred stock, and a limited amount of
loan  loss  reserves.  The  total amount of Tier 2 Capital is limited to 100% of
Tier  1  Capital.

          In  addition,  the  Federal  Reserve  has established minimum leverage
ratio  guidelines  for  bank  holding  companies. These guidelines provide for a
minimum  ratio  of  Tier  1  Capital  to average assets, less goodwill and other
specified  intangible  assets,  of  3%  for  bank  holding  companies  that meet
specified  criteria,  including  having  the  highest  regulatory  rating  and
implementing  the  Federal Reserve's risk-based capital measure for market risk.
All  other  bank holding companies generally are required to maintain a leverage
ratio  of  at  least 4%. The guidelines also provide that bank holding companies
experiencing internal growth or making acquisitions will be expected to maintain
strong  capital  positions  substantially  above  the minimum supervisory levels
without  reliance  on  intangible  assets.  The  Federal  Reserve  considers the
leverage  ratio and other indicators of capital strength in evaluating proposals
for  expansion  or  new  activities.

          Failure  to  meet  capital  guidelines  could  subject  a bank or bank
holding  company  to  a variety of enforcement remedies, including issuance of a
capital  directive,  the  termination  of  deposit  insurance  by  the  FDIC,  a
prohibition  on  accepting  brokered deposits, and certain other restrictions on
its  business.  As  described  above, significant additional restrictions can be
imposed  on  FDIC-insured  depository  institutions that fail to meet applicable
capital  requirements.  See  "-Futurus  Bank,  N.A.-Prompt  Corrective  Action."

                                       13
<PAGE>
PAYMENT  OF  DIVIDENDS

          The Company is a legal entity separate and distinct from the Bank. The
principal  sources  of  the  Company's  cash  flow,  including  cash flow to pay
dividends to its shareholders, are future dividends that the Bank may pay to its
sole  shareholder,  the Company. Statutory and regulatory limitations will apply
to  the  Bank's  payment of dividends to the Company as well as to the Company's
payment  of  dividends  to  its  shareholders.

          The  Bank  will be required by federal law to obtain prior approval of
the  Office  of the Comptroller of the Currency for payments of dividends is the
total  of  all  dividends  declared by the Bank's board of directors in any year
will  exceed (1) the total of the Bank's net profits for that year, plus (2) the
Bank's  retained  net  profits  of  the  preceding  two years, less any required
transfers  to  surplus.

          The  payment  of  dividends  by  the  Company and the Bank may also be
affected  by other factors, such as the requirement to maintain adequate capital
above regulatory guidelines. If, in the opinion of the Office of the Comptroller
of  the  Currency,  the  Bank were engaged in or about to engage in an unsafe or
unsound  practice,  the Office of the Comptroller of the Currency could require,
after  notice  and  a  hearing,  that  the  Bank stop or refrain engaging in the
practice. The federal banking agencies have indicated that paying dividends that
deplete  a depository institution's capital base to an inadequate level would be
an  unsafe  and  unsound  banking  practice. Under the Federal Deposit Insurance
Corporation  Improvement  Act  of 1991, a depository institution may not pay any
dividend  if  payment would cause it to become undercapitalized or if it already
is  undercapitalized.  Moreover,  the  federal  agencies  have  issued  policy
statements  that  provide  that  bank holding companies and insured banks should
generally  only  pay  dividends out of current operating earnings. See "-Futurus
Bank,  N.A.-Prompt  Corrective  Action"  above.

RESTRICTIONS  ON  TRANSACTIONS  WITH  AFFILIATES

          The  Company and the Bank will be subject to the provisions of Section
23A  of  the  Federal  Reserve  Act. Section 23A places limits on the amount of:

     -    a  bank's  loans  or  extensions  of  credit  to  affiliates;

     -    a  bank's  investment  in  affiliates;

     -    assets  a  bank  may  purchase  from  affiliates,  except for real and
          personal  property  exempted  by  the  Federal  Reserve;

     -    loans  or  extensions of credit to third parties collateralized by the
          securities  or  obligations  of  affiliates;  and

     -    a bank's guarantee, acceptance or letter of credit issued on behalf of
          an  affiliate.

          The total amount of the above transactions is limited in amount, as to
any  one  affiliate,  to  10%  of  a  bank's  capital and surplus and, as to all
affiliates  combined, to 20% of a bank's capital and surplus. In addition to the
limitation  on  the amount of these transactions, each of the above transactions
must also meet specified collateral requirements. The Bank will also be required
to  comply  with  other  provisions  designed to avoid the taking of low-quality
assets.

          The  Company  and  the  Bank will also be subject to the provisions of
Section  23B  of  the Federal Reserve Act which, among other things, prohibit an
institution  from  engaging in the above transactions with affiliates unless the
transactions  are  on  terms substantially the same, or at least as favorable to
the  institution  or  its  subsidiaries,  as  those  prevailing  at the time for
comparable  transactions  with  nonaffiliated  companies.

                                       14
<PAGE>
          The  Bank will also be subject to restrictions on extensions of credit
to  its  executive officers, directors, principal shareholders and their related
interests. These extensions of credit (1) must be made on substantially the same
terms,  including interest rates and collateral, as those prevailing at the time
for  comparable  transactions  with third parties, and (2) must not involve more
than  the  normal  risk  of  repayment  or  present  other unfavorable features.

PRIVACY

          Financial  institutions  are  required  to disclose their policies for
collecting  and  protecting  confidential  information.  Customers generally may
prevent  financial  institutions  from  sharing  nonpublic  personal  financial
information  with nonaffiliated third parties except under narrow circumstances,
such  as the processing of transactions requested by the consumer. Additionally,
financial  institutions  generally  may not disclose consumer account numbers to
any nonaffiliated third party for use in telemarketing, direct mail marketing or
other  marketing  to  consumers.

PROPOSED  LEGISLATION  AND  REGULATORY  ACTION

          New  regulations  and  statutes  are  regularly  proposed that contain
wide-ranging  proposals for altering the structures, regulations and competitive
relationships  of the nation's financial institutions. We cannot predict whether
or in what form any proposed regulation or statute will be adopted or the extent
to  which  our  business  may  be  affected  by  any  new regulation or statute.

EFFECT  OF  GOVERNMENTAL  MONETARY  POLICES

          Our  earnings will be affected by domestic economic conditions and the
monetary  and  fiscal policies of the United States government and its agencies.
The  Federal  Reserve  Bank's  monetary  policies  have  had,  and are likely to
continue  to  have,  an  important impact on the operating results of commercial
banks  through  its  power to implement national monetary policy in order, among
other  things, to curb inflation or combat a recession. The monetary policies of
the  Federal  Reserve  affect the levels of bank loans, investments and deposits
through  its  control  over the issuance of United States government securities,
its regulation of the discount rate applicable to member banks and its influence
over  reserve  requirements to which member banks are subject. We cannot predict
the  nature  or  impact  of  future  changes  in  monetary  and fiscal policies.

                        SELECTED STATISTICAL INFORMATION

          The  Bank  has not yet opened for business. As a result, the Company's
historical  financial  information  is  limited and is insufficient to cause the
selected statistical information required under Guide 3 of the Securities Act to
be  meaningful.  Consequently,  the  selected  statistical  information has been
omitted.  For  information  concerning  the  Company's  historical  financial
performance,  see  "Part  II-Item  6.  Management's  Discussion  and Analysis of
Financial  Condition  and Results of Operations" on page 16 and "Part II-Item 7.
Financial  Statements"  on  page  18.


ITEM  2.  DESCRIPTION  OF  PROPERTIES

          Our  main  office  will  be located on a leased 1.35 acre site that is
one-half  mile  west  of  Georgia  Highway 400 on Windward Parkway. The proposed
facility  will be a 7,100 square foot building with three drive-up lanes and one
drive-up  ATM.  We  anticipate  that  construction of our main office will begin
early in the second quarter of 2001. Until our main office is completed, we plan
to  begin  our  operations  in  a  temporary  facility  that  will  be  located
approximately  three

                                       15
<PAGE>
miles  from  our permanent site. The Bank will initially be located at 281 South
Main  Street,  Suite 105-A, Alpharetta, Georgia. We anticipate that construction
of  our  permanent facility will begin once Futurus Bank opens, with $450,000 of
the  estimated  $1.5  million  construction  costs being funded by the landlord,
Pioneer  Real  Estate  Development,  Inc.  After Futurus Bank is capitalized, it
will  assume  our  lease  with Pioneer and will pay the remaining balance of the
construction  costs.  The  term  of  the  office  lease  is  12  years, with two
five-year  renewal  options  with  initial  monthly  rent  being $14,312.50.  In
connection  with  the  leased  property,  Futurus Financial Services will pay an
initial  rental  agency  commission  to  The  Myrick  Company  in  the amount of
$14,312.50,  and  is  further  obligated  to  pay  The  Myrick Company 5% of all
remaining  rents,  due  monthly  as  rent is paid.  The Myrick Company is a real
estate  brokerage  firm  that  we  retained to locate the site for our permanent
facility  and is unaffiliated with Futurus Financial Services, our directors and
executive  officers.  Our  obligation  to  The Myrick Company will be assumed by
Futurus  Bank.  The  Bank's  primary  facility  will also be the location of the
Company's  executive  offices. The facility is projected to be completed in late
2001  and is being financed by the Company's initial capitalization of the Bank.
As  a  result,  the  property  is  free from any mortgage liens or encumbrances.

          Other  than  the  Bank's  primary  facility described in the preceding
paragraph and the real estate-related loans expected to be funded by the Bank as
previously  described  in  "-Item 1. Description of Business -Loan Portfolio" on
page  5,  the  Company does not invest in real estate, interests in real estate,
real  estate  mortgages,  or  securities  of  or  interests in persons primarily
engaged  in  real  estate  activities.

ITEM  3.  LEGAL  PROCEEDINGS

          There  are  no material pending legal proceedings to which the Company
is a party or of which any of its properties are subject, nor are there material
proceedings  known  to  the  Company  to  be  contemplated  by  any governmental
authority.  Additionally,  the  Company  is unaware of any material proceedings,
pending  or  contemplated,  in  which any director, officer or affiliate, or any
principal  security  holder  of  the  Company  or  any  associate  of any of the
foregoing,  is  a  party  or  has  an  interest  adverse  to  the  Company.

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

          None.

                                     PART II

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

          No  securities of Futurus Financial Services, Inc. were sold or issued
in  2000.


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

GENERAL  AND  PLAN  OF  OPERATION

          The Company was organized on August 12, 1999, and from that date until
the present, its principal activities have been related to its organization, the
conducting  of  its  initial  public offering, the pursuit of approvals from the
Office  of  the  Comptroller  of  the  Currency  and  Federal  Deposit Insurance
Corporation of its application to charter the Bank, and the pursuit of approvals
from  the  Federal Reserve Board for the Company to acquire control of the Bank.

                                       16
<PAGE>
          On  February 14, 2000 we received preliminary approval from the Office
of  the  Comptroller of the Currency to organize Futurus Bank as a national bank
in  Alpharetta,  Georgia. In our application to the Office of the Comptroller of
the  Currency,  we  indicated that we anticipated raising at least $9 million in
capital  and  investing  approximately $8.5 million in Futurus Bank. On December
18,  2000,  we  filed  an amendment to our application to reflect changes in the
number  of  shares  to be sold in this offering and, therefore, in the amount of
capital  to  be invested in Futurus Bank. The amended application indicates that
we  expect  to  invest  $7.0  million in Futurus Bank and to raise at least $7.5
million in capital as a result of this offering. On February 12, 2001 the Office
of  the Comptroller of the Currency approved the capitalization of the bank with
$7.5  million,  which  requires  us  to  raise  $8 million in our initial public
offering  of  our  common  stock.

          In  order  to  receive  final  approval of our application to organize
Futurus  Bank,  we  will  also  be  required  to  receive  FDIC  approval of our
application for deposit insurance and implement appropriate banking policies and
procedures. On April 18, 2000 we received preliminary approval from the FDIC for
deposit  insurance,  and on April 28, 2000 we received approval from the Federal
Reserve to become a bank holding company and to acquire all of the capital stock
of  Futurus  Bank.  After  receiving  final  regulatory approvals, we anticipate
beginning  operations  at  a  temporary  facility in late first quarter or early
second  quarter  of 2001, and we expect to move to our permanent facility in the
fourth  quarter  of  2001.

FINANCIAL  CONDITION  AT  DECEMBER  31,  2000

          Total  assets  at  December  31,  2000  were  $2,356,000,  principally
composed of $1,830,000 in restricted cash, $19,000 in cash and cash equivalents,
$297,000  in  fixed assets, and $210,000 in deferred offering expenses and other
assets.  These  assets are funded by $1,367,000 in borrowed funds and $1,830,000
in  subscribers'  deposits.

RESULTS  OF  OPERATIONS

          The  Company's  net  loss was $657,000 for the year ended December 31,
2000.

          Expenses for fiscal year 2000 totaled $657,000 and primarily consisted
of  salaries  and  employee  benefits of $333,000, interest on borrowed funds of
$61,000  and  other operating expenses of $264,000. Some of the most significant
amounts  of  other  operating  expenses  were  for  professional  fees.

          No income tax benefit was provided for the tax effect of the net loss,
as the recognition of this benefit depends heavily on future taxable income. For
more  information  about the tax attributes of the Company at December 31, 2000,
see  note  6  to  the Company's audited financial statements provided in exhibit
99.1  to  this  Annual  Report  on  Form  10-KSB.

LIQUIDITY

          The  Company  must  maintain  a certain portion of its assets in funds
that are readily available to pay current liabilities. Cash and cash equivalents
totaled $19,000 at December 31, 2000. For the year ended December 31, 2000, cash
outflows  from  operations  totaled  $595,000,  while  outflows  from  investing
activities  totaled  $506,000.  For  more  detailed  information  about the cash
sources  and  uses  for the period ended December 31, 2000, see the Statement of
Cash  Flows  included  in the Company's audited financial statements provided in
exhibit  99.1  to  this  Annual  Report  on  Form  10-KSB.

                                       17
<PAGE>
CAPITAL  RESOURCES

          Since Futurus Financial Services has been in the organizational stage,
funding  has  been  provided primarily by a $1.2 million line of credit from The
Bankers  Bank, subscribers' deposits and advances from organizers. Advances from
The  Bankers  Bank  line  of  credit  outstanding  at  December 31, 2000 totaled
$1,194,000, subscribers' deposits totaled $1,830,000 and funds due to organizers
totaled  $90,000.

ITEM 7.  FINANCIAL  STATEMENTS

          The  following  financial  statements  are included in exhibit 99.1 to
     this  Annual  Report  on  Form  10-KSB,  and  are  incorporated  herein  by
     reference:
               1.   Report  of  Independent  Certified  Public  Accountants
               2.   Balance  Sheets  as  of  December  31,  2000  and  1999
               3.   Statements  of  Operations  for  the year ended December 31,
                    2000,  the  period from August 12, 1999 to December 31, 1999
                    and  the  period  from  August 12, 1999 to December 31, 2000
               4.   Statements  of Changes in Stockholders' Deficit for the year
                    ended  December 31, 2000, the period from August 12, 1999 to
                    December  31,  1999  and  the period from August 12, 1999 to
                    December  31,  2000
               5.   Statements  of  Cash  Flows  for the year ended December 31,
                    2000,  the  period from August 12, 1999 to December 31, 1999
                    and  the  period  from  August 12, 1999 to December 31, 2000
               6.   Notes  to  Financial  Statements

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

     None.

                                    PART III

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

     The  following  table sets forth for each director and executive officer of
the  Company (1) the person's name, (2) his or her age at December 31, 2000, (3)
the  year  he or she was first elected as a director of the Company, and (4) his
or  her positions with the Company other than as a director and his or her other
business  experience  for  the  past  five  years.

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                 YEAR      POSITION WITH FUTURUS FINANCIAL SERVICES AND
NAME                                    AGE     ELECTED    BUSINESS EXPERIENCE FOR PAST FIVE YEARS
--------------------------------------  ---  ------------  -------------------------------------------------
<S>                                     <C>  <C>           <C>
CLASS I DIRECTORS:
William M. Butler                        43          1999  President and Chief Executive Officer, Futurus
                                                           Financial Services; former Senior Vice President
                                                           and Senior Lender, Charter Bank & Trust; former
                                                           Consultant, Pinnacle Consulting Group; former
                                                           Vice President, Caldwell-Spartin; former Senior
                                                           Vice President, Bank South.

C. Parke Day                             35          1999  Secretary of Futurus Financial Services; Owner
                                                           and Manager, Parke Day Properties

Nathan E. Hardwick, IV                   35          1999  Managing Partner, Jackson & Hardwick law firm

Deborah M. Janicki                       47          1999  Senior Vice President and Co-owner, Real Estate
                                                           Financial Services, Inc.

CLASS II DIRECTORS:
Michael S. Hug                           42          1999  Managing Partner, Zaic-Hug & Associates, LLC

Gregory A. Janicki                       48          1999  Chairman of the Board of Directors, Futurus
                                                           Financial Services; President and Co-owner, Real
                                                           Estate Financial Services, Inc.

CLASS III DIRECTORS:
Donald S. Shapleigh, Jr.                 52          1999  Executive Vice President of Sales, Directo, Inc.;
                                                           President/COO, NetB@nk, Inc.

Danny L. Tesney                          43          1999  Treasurer of Futurus Financial Services; Real
                                                           Estate Investor and Sales Agent

Joel P. Weinbach                         36          1999  Partner, Silicon Stemcell; former Vice President,
                                                           IKON Office Solutions; former Vice President,
                                                           The Computer Group, Inc.

EXECUTIVE OFFICERS NOT ALSO DIRECTORS:
R. Wesley Fuller                         40                Chief Financial Officer of Futurus Financial
                                                           Services; former Executive Vice President,
                                                           Premier Bank; former First Vice President,
                                                           Central & Southern Bank

Suzanne T. Phipps                        35                Chief Credit Officer of Futurus Financial
                                                           Services; former Credit Risk Officer, Bank of
                                                           America
</TABLE>

     The Company is filing this Annual Report on Form 10-KSB pursuant to Section
15(d)  of the Securities and Exchange Act and is not subject to filings required
by  Section  16  of  the  Securities  and  Exchange  Act.

                                       19
<PAGE>
ITEM 10. EXECUTIVE  COMPENSATION

COMPENSATION  OF  EXECUTIVE  OFFICERS

          SUMMARY  COMPENSATION  TABLE.  The  following table presents the total
compensation  of  the  Company paid during fiscal years 2000 and 1999, since the
Company's  inception  in  August  1999, to its chief executive officer. No other
executive officer of the Company earned over $100,000 in salary and bonus during
fiscal  years  2000  and  1999.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                         ANNUAL COMPENSATION
                           --------------------------------------
                                                    OTHER ANNUAL
                     YEAR  SALARY ($)  BONUS ($)  COMPENSATION ($)
                     ----  ----------  ---------  ----------------
<S>                  <C>   <C>         <C>        <C>
William M. Butler,   2000    120,000           0              0(2)
President and Chief
Executive Officer .  1999   48,047(1)          0              0(2)
-------------------
<FN>
(1)  Reflects the period of time from August 20, 1999 through December 31, 1999,
     during  which  time Mr. Butler was classified as an independent contractor.

(2)  We  have omitted information on "perks" and other personal benefits because
     the  aggregate  value  of  these  items  does  not  meet the minimum amount
     required for disclosure under the regulations promulgated by the Securities
     and  Exchange  Commission.
</TABLE>

EMPLOYMENT  AGREEMENT

          Effective August 20, 1999, Futurus Financial Services and Futurus Bank
entered  into a three-year employment agreement with William M. Butler regarding
Mr.  Butler's employment as our president and chief executive officer. Under the
terms  of the agreement, Mr. Butler receives a salary of $120,000 per year, plus
benefits, and may be entitled to receive annual bonus compensation as awarded by
the  Compensation  Committee based on Futurus Bank's earnings. For Mr. Butler to
be  eligible  for  any  annual  performance  bonuses,  Futurus  Bank must first:

-    receive  a  "satisfactory"  or better rating by the OCC in its most current
     OCC  Report  of  Supervisory  Activity with a Uniform Financial Institution
     Rating  of  not  less  than  "2";

-    receive  a  classification rating of "adequately capitalized" or better, as
     defined  by  OCC  regulations;

-    be  in  operation  for  more  than  one  year;  and

-    become  and  remain  profitable  as  of  its  most  recent fiscal year-end.

Once  eligible,  Mr. Butler may receive an annual performance bonus in an amount
up  to  25%  of his base salary for meeting or exceeding the board of director's
annual  plan  for  Futurus  Bank.  Furthermore,  based  on  the same eligibility
criteria,  Mr.  Butler may receive a separate bonus in an amount equal to 15% of
Futurus  Bank's  pre-tax  profits,  up  to  25%  of  his  base  salary.

          Mr.  Butler's  agreement also provides that Futurus Financial Services
will grant Mr. Butler an incentive stock option to purchase 25,000 shares of our
common  stock at an exercise price of $10.00 per share. Mr. Butler's option will
be  issued  under our stock incentive plan after the Bank begins its operations,
which  is expected to be in the second quarter of 2001. Mr. Butler's option will
generally  become  exercisable  in  equal  one-fifth  annual  increments  over a
five-year  period beginning on the one-year anniversary after July 14, 2000, the
date  on  which  the  Company's Registration Statement on Form SB-2 was declared
effective  by  the  Securities  and  Exchange  Commission.

                                       20
<PAGE>
          At  the  end of the initial three-year term of Mr. Butler's agreement,
and  at  the  end  of  each  succeeding  12-month  period, the agreement will be
extended  for  an additional 12-month period unless either of the parties to the
agreement gives notice of his or its intent not to extend the agreement. We will
be  obligated  to  pay  Mr.  Butler  his base salary for 12 months if one of the
following  terminating  events  occurs:

     -    Mr.  Butler  becomes  permanently  disabled;

     -    Futurus  Bank  abandons  its  organizational  efforts;

     -    Futurus  Bank  terminates  Mr.  Butler's  employment without cause; or

     -    Mr.  Butler  terminates  his  employment  for  cause.

Additionally, upon a change of control of Futurus Financial Services, Mr. Butler
will  be  entitled  to severance compensation in an amount equal to 12 months of
his  base salary if we or our successor terminates his employment other than for
cause.  Cause  for  terminating  employment  is  defined  in  the  agreement.

          The  agreement also generally provides that, for a period of 18 months
following  the  termination of Mr. Butler's employment, he will not compete with
Futurus  Bank in the banking business nor solicit our clients nor the associates
employed  by  us.  The  non-competition  and  non-solicitation provisions of the
agreement only apply if Mr. Butler terminates his employment without cause or in
connection  with  a  change  of  control, or if we terminate his employment with
cause.

DIRECTOR  COMPENSATION

          Our  payment  of director compensation will depend on various factors,
including  our profitability. When deemed appropriate, we anticipate paying cash
director  fees  of  $250  per  board  of directors meeting attended and $100 per
committee meeting attended. Prior to paying director compensation, we will adopt
director  compensation  policies  that  conform  to  applicable  law.

ITEM 11. SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

          The  following  table  sets  forth  the  number  and  percentage  of
outstanding  shares  of  common  stock we expect to be beneficially owned by our
directors,  including Mr. Masters as a proposed new director of the Company, and
executive  officers  after the completion of this offering. The addresses of our
directors  and  executive  officers  are  the  same  as  the  address of Futurus
Financial  Services.  The  numbers of shares indicated in the table are based on
"beneficial  ownership"  concepts  as  defined  by  the  Securities and Exchange
Commission. Beneficial ownership includes shares that are either owned or may be
acquired  within  60  days  by the principal, a spouse, minor children and other
relatives residing in the same household, and trusts, partnerships, corporations
or  deferred  compensation  plans  which are affiliated with the principal. This
table  excludes  the  warrants  and  options that will or may be granted to each
organizer, director or executive officer because these warrants and options will
not  be  exercisable  within  60  days.

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                   NUMBER OF   PERCENTAGE
                                     SHARES        OF
NAME OF BENEFICIAL OWNER           SUBSCRIBED     CLASS        NATURE OF BENEFICIAL OWNERSHIP
---------------------------------  ----------  ----------  --------------------------------------
<S>                                <C>         <C>         <C>
DIRECTORS:
---------------------------------
William M. Butler(1)                   26,045         3.3  25,845 held directly; 200 as custodian
                                                           for minor children
C. Parke Day                           70,000         8.8  70,000 held directly
Nathan E. Hardwick, IV                 81,250        10.2  81,250 held directly
Michael S. Hug                         30,000         3.8  5,000 held directly; 25,000 held
                                                           jointly with spouse
Deborah M. Janicki (2)                 47,293         5.9  47,293 held directly
Gregory A. Janicki (2)                 57,593         7.2  57,593 held directly
Donald S. Shapleigh, Jr.               25,500         3.2  25,500 held directly
Danny L. Tesney                        35,797         4.5  25,555 held directly; 10,242 held
                                                           jointly with spouse
Joel P. Weinbach                       47,207         5.9  47,207 held directly

EXECUTIVE OFFICERS WHO
ARE NOT ALSO DIRECTORS:
---------------------------------
R. Wesley Fuller                        5,200           *  5,100 held directly; 100 as custodian
                                                           for minor children
Suzanne T. Phipps                         250           *  250 held directly


PROPOSED DIRECTOR:
---------------------------------
Johnny W. Masters, Sr.                 50,000         6.2  20,000 held directly; 30,000 held
                                                           jointly with spouse

Directors and Executive Officers
as a Group (12  persons)
                                      476,135        59.5
<FN>
*    Represents  ownership  of  less  than  1.0%.

(1)  Mr. Butler is also an executive officer of Futurus Financial Services, Inc.
(2)  Gregory  A.  Janicki and Deborah M. Janicki own 57,593 and 47,293 shares of
     common  stock,  respectively. As husband and wife, they will also be deemed
     to  be the beneficial owner of each other's shares. Consequently, each will
     be  deemed  to  beneficially  own  104,886  shares.
</TABLE>

          Deborah  M.  Janicki and Gregory A. Janicki, who are husband and wife,
are  the only directors or executive officers that have a family relationship as
close  as  first  cousins.

ITEM 12. CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

          The  Company and the Bank have banking and other business transactions
in  the  ordinary  course of business with directors and officers of the Company
and  the Bank, including members of their families or corporations, partnerships
or  other  organizations in which such directors and officers have a controlling
interest.  These  transactions  are  on  substantially the same terms (including
price,  or  interest  rate  and  collateral) as those prevailing at the time for
comparable  transactions with unrelated parties, and any banking transactions do
not  involve  more  than  the  normal  risk  of  collectibility or present other
unfavorable  features  to  the  Company  and  the Bank, and are on terms no less
favorable  than  could  be  obtained  from  an  unaffiliated third party and are
approved  by  a  majority  of  the  directors,  including  a  majority  of  the
disinterested  directors.

                                       22
<PAGE>
ITEM 13. EXHIBITS,  LISTS  AND  REPORTS  ON  FORM  10-KSB

<TABLE>
<CAPTION>
EXHIBIT
NUMBER   DESCRIPTION
-------  -----------------------------------------------------------------------------------------
<C>      <S>
    3.1  Articles of Incorporation, as amended and restated(1)
    3.2  Bylaws(1)
    3.3  Board Resolution Adopting Amendment to Section 7.4 of the Company's Bylaws(1)
    4.1  Specimen Common Stock Certificate(1)
    4.2  See Exhibits 3.1, 3.2 and 3.3 for provisions of the Articles of Incorporation and Bylaws
         defining rights of holders of the Common Stock
   10.1  Lease Agreement by and between Futurus Financial Services, Inc. and Pioneer Real
         Estate Development, Inc. dated March 9, 2000 and entered into on March 14, 2000
         (permanent facility) (1)
   10.2  Lease Agreement by and between Futurus Financial Services, Inc. and Daniel B. Cawart
         d/b/a Alpharetta Square Shopping Center dated February 15, 2000 (temporary facility) (1)
   10.3  Promissory Note dated August 23, 1999 executed by Futurus Financial Services, Inc. and
         accepted by The Bankers Bank, Atlanta, Georgia, and form of Commercial Guaranty(1)
   10.4  Form of Futurus Financial Services, Inc. Organizers' Warrant Agreement(1)
   10.5  Futurus Financial Services, Inc. 2000 Stock Incentive Plan(1)
   10.6  Project Development and Construction Agreement dated September 28, 1999 and
         accepted October 2, 1999 by and between Futurus Financial Services, Inc. and KDA
         Financial, Inc. (1)
   10.7  Project Agreement dated November 30, 1999 by and between Futurus Financial Services,
         Inc. and The Compass Group d/b/a Stern Marketing Group(1)
   10.8  Amended and Restated Employment Agreement dated as of August 20, 2000 by and
         between Futurus Bank, N.A. (In Organization), Futurus Financial Services, Inc. and
         William M. Butler(1)
   10.9  Form of Employment Agreement by and between Futurus Bank, N.A. (In Organization),
         Futurus Financial Services, Inc. and R. Wesley Fuller(1)
  10.10  Form of Employment Agreement by and between Futurus Bank, N.A. (In Organization),
         Futurus Financial Services, Inc. and Suzanne T. Phipps(1)
  10.11  Promissory Note dated February 11, 2000 executed by Futurus Financial Services, Inc.
         and accepted by The Bankers Bank, Atlanta, Georgia, and form of Commercial
         Guaranty(1)
  10.12  Letter of Agreement dated March 14, 2000 by and between Futurus Financial Services,
         Inc. and KDA Financial, Inc. (1)
  10.13  Project Agreement dated March 10, 2000 by and between Futurus Financial Services,
         Inc. and The Compass Group d/b/a Stern Marketing Group(1)
  10.14  Promissory Note dated June 5, 2000 executed by Futurus Financial Services, Inc. and
         accepted by The Bankers Bank, Atlanta, Georgia, and form of Commercial Guaranty(1)
  10.15  Amended and Restated Form of Escrow Agreement(1)
  10.16  Promissory Note dated September 22, 2000 executed by Futurus Financial Services, Inc.
         and accepted by The Bankers Bank, Atlanta, Georgia, and form of Commercial
         Guaranty(1)

                                       23
<PAGE>
   22.1  List of Subsidiaries of Futurus Financial Services, Inc.
   24.1  Power of Attorney (see signature pages for this Annual Report on Form 10-KSB)
   99.1 2000 Annual Report to Shareholders
<FN>
_______________
(1)  Incorporated herein by reference to exhibit of same number to the Company's
     Registration  Statement  on  Form  SB-2,  as  amended,  Registration  No.
     333-30144.

(b)  Reports  on  Form  8-K  filed  in  the  fourth  quarter  of  2000:  None.
</TABLE>

SUPPLEMENTAL  INFORMATION  TO  BE  FURNISHED  WITH  REPORTS  FILED
PURSUANT  TO  SECTION  15(D)  OF  THE  EXCHANGE  ACT  BY  NON-REPORTING ISSUERS.

          The  Company's  2000  Annual  Report to Shareholders is included as an
exhibit  to  this  Annual  Report  on  Form  10-KSB  at  exhibit  99.1,  and  is
incorporated  herein  by  reference.

                                       24
<PAGE>
                                   SIGNATURES

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



                                        By: /s/  William  M.  Butler
                                            ------------------------
                                            William  M.  Butler
                                            President  and  Chief
                                            Executive  Officer


Date:  March  28,  2001

                                       25
<PAGE>
                                POWER OF ATTORNEY

          KNOW  ALL  MEN  BY  THESE  PRESENTS,  that each person whose signature
appears on the signature page to this Report constitutes and appoints William M.
Butler  and Gregory A. Janicki, his or her true and lawful attorneys-in-fact and
agents,  with  full power of substitution and resubstitution, for him or her and
in his or her name, place, and stead, in any and all capacities, to sign any and
all  amendments  to this Report, and to file the same, with all exhibits hereto,
and  other  documents  in  connection  herewith with the Securities and Exchange
Commission,  granting  unto  said  attorneys-in-fact  and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to  be  done  in and about the premises, as fully to all intents and purposes as
they  might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or  cause  to  be  done  by  virtue  hereof.

In  accordance with the requirements of the Securities 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.

<TABLE>
<CAPTION>
          SIGNATURE                        TITLE                   DATE
-----------------------------  -----------------------------  --------------

<S>                            <C>                            <C>

                               President and Chief Executive
/s/  William M. Butler         Officer, Director*             March 28, 2001
-----------------------------
William M. Butler

/s/  C. Parke Day              Secretary, Director            March 28, 2001
-----------------------------
C. Parke Day

/s/  Nathan E. Hardwick, IV    Director                       March 28, 2001
-----------------------------
Nathan E. Hardwick, IV

/s/  Michael S. Hug            Director                       March 28, 2001
-----------------------------
Michael S. Hug

/s/  Deborah M. Janicki        Director                       March 28, 2001
-----------------------------
Deborah M. Janicki

                               Chairman of the Board of
/s/  Gregory A. Janicki        Directors                      March 28, 2001
-----------------------------
Gregory A. Janicki

/s/  Donald S. Shapleigh, Jr.  Director                       March 28, 2001
-----------------------------
Donald S. Shapleigh, Jr.

/s/  Danny L. Tesney           Treasurer, Director            March 28, 2001
-----------------------------
Danny L. Tesney

/s/  Joel P. Weinbach          Director                       March 28, 2001
-----------------------------
Joel P. Weinbach
<FN>
     *Principal  executive,  financial  and  accounting  officer.
</TABLE>

                                       26
<PAGE>
                                  EXHIBIT INDEX
                                  -------------


EXHIBIT
NUMBER   DESCRIPTION
-------  -----------
22.1     List  of  Subsidiaries  of  Futurus  Financial  Services,  Inc.
24.1     Power  of  Attorney (see signature pages for this Annual Report on Form
         10-KSB)
99.1     2000  Annual  Report  to  Shareholders


<PAGE>