Commission File Number: 333-00724

(616) 678-5911
(Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: None.

Check whether the registrant: (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 the past 90 days. Yes   X        No _____

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

The issuer's revenues for the year ended December 31, 1999, were $13,253,311.

As of March 24, 2000, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $16,424,080. This amount is based on the sale price of $40.00 per share for the registrant's stock as of such date.

As of March 24, 2000, the registrant had outstanding 628,254 shares of Common Stock.

Transitional Small Business Disclosure Format (check one): Yes _____ No X

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, the Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Future factors include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their ability to repay loans; and changes in the national economy. These are representative of the future factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

Item 1. Description of Business.

          Valley Ridge Financial Corp. (the "Corporation") is a Michigan bank holding corporation with its headquarters in Kent City, Michigan. The Corporation was formed on May 20, 1988. The Corporation is the parent company of Valley Ridge Bank, a Michigan banking corporation. Valley Ridge Bank is the Corporation's only subsidiary. Valley Ridge Bank owns a 20% interest in a non-banking corporation, West Shore Computer Services, Inc., a data processing firm and owns 100% of the outstanding shares of Valley Ridge Investments, Inc., a company that holds a 6% interest in a title company, Valley Ridge Realty, Inc., a real estate brokerage company, and Valley Ridge Financial Services, Inc., an insurance agency.

          On July 1, 1996, Community Bank Corporation ("Community") merged with and into the Corporation (the "Merger"). The then-shareholders of Community received 152,159 shares of the Common Stock of the Corporation ("Valley Ridge Common Stock") for the shares of common stock of Community that they held, in addition to cash in lieu of fractional shares. The Merger was treated as a pooling of interests for accounting purposes and the assets and liabilities of Community were carried forward in the Corporation's accounts.

          Effective at the close of business on December 6, 1996, the Corporation's two subsidiary banks, The Grant State Bank ("Grant") and Kent City State Bank ("Kent City"), were consolidated into a single banking corporation (the "Consolidation"). The purpose of the Consolidation was to allow the Corporation to further realize operational efficiencies and provide more consistent and improved service to the market areas that the Corporation had been servicing. The Consolidation resulted in a single bank named "Valley Ridge Bank" (the "Bank"). On December 31, 1999, the Bank had assets totaling $167 million, deposits of $120 million and shareholders' equity of $14 million.

          The Corporation and the Bank operate in a single industry segment--the business of banking, which includes commercial banking, mortgage banking and other related activities. The Bank is a full service bank offering customary commercial banking services, which include commercial and retail loans, business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, automated transaction machine services, money transfer services and safe deposit facilities, and insurance and real estate brokerage services. No material part of the business of the Corporation or the Bank is dependent upon a single customer or very few customers, the loss of which would have a materially adverse effect on the Corporation.

          The principal markets for the Corporation's financial services are presently the Michigan communities in which the Bank's offices are located and the areas immediately surrounding those communities. The Corporation and the Bank serve these markets through eight offices located in Kent City, Coopersville, Egelston, Grant, Newaygo, Ravenna, Sparta and White Cloud, Michigan. This diversification allows the Bank to spread some of its market risk over a wider area and not be subject to downturns in any specific community. Within this market area, the Bank competes with various banks, savings and loan associations and credit unions. The Bank is the only bank

          The business of banking is highly competitive. In addition to competition from other commercial banks, banks face significant competition from savings and loan associations, credit unions, finance companies, insurance companies and investment and brokerage firms. The principal methods of competition for financial services are price (interest rates paid on deposits, interest rates charged on borrowings and fees charged for services) and service (convenience and quality of services rendered to customers).

          Banks and bank holding companies are extensively regulated. The Bank is chartered under state law and is supervised, examined and regulated by both the Financial Institutions Bureau of the Michigan Department of Consumer and Industry Services (the "FIB") and the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). The Corporation is regulated by the Federal Reserve Board. Deposits of the Bank are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the extent provided by law.

          Federal and state laws that govern banks significantly limit their business activities in a number of respects. Prior approval of the Federal Reserve Board, and in some cases various other government agencies, is required for the Corporation to acquire control of any additional banks or other operating subsidiaries. The business activities of the Corporation and the Bank are limited to banking and other activities that are determined by the Federal Reserve Board to be closely related to banking.

          The Corporation is a legal entity separate and distinct from the Bank. There are legal limitations on the extent to which the Bank can lend or otherwise supply funds to the Corporation. In addition, payment of dividends to the Corporation by the Bank is subject to various state and federal regulatory limitations.

          Under Federal Reserve Board policy, the Corporation is expected to act as a source of financial strength to the Bank and to commit resources to support it. Under federal law, the FDIC also has authority to impose special assessments on insured depository institutions to repay FDIC borrowings from the United States Treasury or other sources and to establish semi-annual assessment rates on Bank Insurance Fund ("BIF") member banks to maintain the BIF at the designated reserve ratio required by law.

          Banks are subject to a number of federal and state laws and regulations that have a material impact on their business. These include, among others, state usury laws, state laws relating to fiduciaries, the Truth in Lending Act, the Truth in Savings Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Expedited Funds Availability Act, the Community Reinvestment Act, electronic funds transfer laws, redlining laws, antitrust laws, environmental laws and privacy laws. The instruments of monetary policy of authorities such as the Federal Reserve Board may influence the growth and distribution of bank loans, investments and deposits, and may also affect interest rates on loans and deposits. These policies may have a significant effect on the operating results of banks.

          The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act") substantially changed the geographic constraints applicable to the banking industry. The Riegle-Neal Act allows bank holding companies to acquire banks located in any state in the United States without regard to geographic restrictions or reciprocity requirements imposed by state law. Effective June 1, 1997, the Riegle-Neal Act also allowed banks to establish interstate branch networks through acquisitions of other banks. The establishment of de novo interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is allowed by the Riegle-Neal Act only if specifically authorized by state law. The legislation allowed individual states to "opt-out" of certain provisions of the Riegle-Neal Act by enacting appropriate legislation prior to June 1, 1997.

          Michigan permits both U.S. and non-U.S. banks to establish branch offices in Michigan. The Michigan Banking Code permits, in appropriate circumstances and with the approval of the Commissioner of the FIB, (i)  acquisition of Michigan banks by FDIC-insured banks, savings banks or savings and loan associations located in other states, (ii) sale by a Michigan bank of branches to an FDIC-insured bank, savings bank or savings and loan association located in a state in which a Michigan bank could purchase branches of the purchasing entity, (iii) consolidation of Michigan banks and FDIC-insured banks, savings banks or savings and loan associations located in other states having laws permitting such consolidation, (iv) establishment of branches in Michigan by FDIC-insured banks located in other states, the District of Columbia or U.S. territories or protectorates having laws

          The Gramm-Leach-Bliley Act of 1999 (the "GLB Act") represents sweeping reform of federal regulation of financial services. The GLB Act largely removes the restrictions that previously prevented affiliations among banks, securities firms, and insurance companies and provides for a system of functional regulation of the financial services industry. Among other provisions, the GLB Act:

Although the GLB Act repeals certain pre-existing statutory barriers to cross-industry affiliations and provides a structural framework for achieving the GLB Act's purposes, many details of implementing the changes authorized by the GLB Act will be the subject of the regulations to be adopted in the future by the FRB, the Securities and Exchange Commission, and other federal agencies.

          The nature of the business of the Bank is such that it holds title, on a temporary or permanent basis, to a number of parcels of real property. These include properties owned for branch offices and other business purposes as well as properties taken in or in lieu of foreclosure to satisfy loans in default. Under current state and federal laws, present and past owners of real property may be exposed to liability for the cost of cleanup of environmental contamination on or originating from those properties, even if they are wholly innocent of the actions that caused the contamination. These liabilities can be material and can exceed the value of the contaminated property.

          The Corporation and the Bank employed approximately 107 persons (82 persons on a full-time equivalent basis) at December 31, 1999.

          Certain statistical information describing the business of the Corporation and the Bank appears in Management's Discussion and Analysis or Plan of Operation included in Item 6 of this report and in the Consolidated Financial Statements and notes thereto included in Item 7 of this report.

Item 2. Description of Property.

          The Corporation maintains its offices and conducts its business operations from the principal banking office of the Bank in Kent City, Michigan. The Bank's principal office is located at 450 West Muskegon Avenue, Kent City, Michigan. These premises encompass approximately 24,000 square feet, all of which are occupied by the Bank and the Corporation. The Corporation also owns a vacant lot located in an industrial park in Coopersville, Michigan.

          The Bank owns the premises occupied by its branch offices at the following addresses, all of which are in Michigan: 10 West Main Street, Grant (4,051 square feet), the corner of M-37 and M-82, Newaygo (1,450 square feet), 661 West Randall Road, Coopersville (1,950 square feet); 3069 Slocum Road, Ravenna (3,300 square feet); 5475 Apple Avenue, Egelston (3,300 square feet); and 11 South State Street, Sparta (1,040 square feet). The Bank leases its office at 47 South Charles Street, White Cloud, Michigan (approximately 500 square feet). The Corporation believes all of its and the Bank's properties are in good condition and repair and are adequately covered by insurance.

          As part of its business, the Bank generates all types of mortgages. The Bank occasionally purchases mortgages as part of its business, but typically relies on its ability to generate mortgages for most purposes.

          From time to time, the Corporation or the Bank is party, as plaintiff or defendant, to legal proceedings in the normal course of operations. No pending litigation is considered material at this time.

          Not applicable.

          There is no established public trading market for Valley Ridge Common Stock. Transactions in Valley Ridge Common Stock are occasionally effected by individuals on an informal basis. Some transactions are effected through the involvement of local brokerage firms. The prices at which such transactions are effected are only occasionally reported to the Corporation. As of December 31, 1999, there were approximately 489 record holders of shares of Valley Ridge Common Stock.

          The Corporation has paid regular cash dividends since June 30, 1989. The following table summarizes the quarterly cash dividends paid to common shareholders during the last two full years:

          Holders of Valley Ridge Common Stock are entitled to receive dividends when, as and if declared by the Corporation's board of directors out of funds legally available for that purpose. The earnings of the Corporation, through dividends paid by the Bank, are the principal source of funds to pay cash dividends. Consequently, cash dividends are dependent upon the earnings, capital needs, regulatory constraints and other factors affecting the Corporation. Federal and state banking laws and regulations place certain restrictions on the amount of dividends and loans that a bank can pay to its parent company. These restrictions are not expected to prohibit the Corporation from continuing its normal dividend policy.

The following discussion is provided by Valley Ridge Financial Corp. management as its analysis of the consolidated financial condition and results of operations of Valley Ridge Financial Corp. ("Corporation") and Valley Ridge Bank ("Bank"). This analysis should be read in conjunction with the consolidated financial statements and related notes.

Results of Operations: The Corporation reported net income of $1,716,167 or $2.75 basic and diluted earnings per share for 1999. This was 5.5% higher than the $1,627,173, or $2.62 per share, earned in 1998. The increase in net income was primarily a result of increased net interest income from $6,384,613 in 1998 to $7,065,071 in 1999, along with an increase in non-interest income from $1,382,786 in 1998 to $1,523,437 in 1999.

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the related yields, as well as the interest expense on average interest-bearing liabilities.

The following table presents the dollar amount of change in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and change due to rate.

Net interest margin remained strong at 5.37% for 1999, a decline of 11 basis points from 1998. The decrease is largely due to increased competition for loan and deposit accounts. Average loans increased by 12.7% to $108,125,222. Average securities increased 25.4% to $32,833,574. Average interest-bearing deposits increased $5,141,248 or 5.5%. The increase is primarily the result of various CD promotions throughout 1999. Average other borrowings increased by 70.7% to $19,455,902, and average equity increased $841,145, a 6% increase.

The provision for loan losses was $400,000 and $300,000 for 1999 and 1998, respectively. The provision for loan losses represents the adjustment to the allowance for loan losses needed to maintain the allowance at a level determined by management to cover inherent losses within the Corporation's loan portfolio. The allowance for loan losses is based on the application of projected loss ratios to the risk-ratings of loans, both individually and by category. Projected loss ratios incorporate such factors as recent loss experience, current economic conditions and trends, trends in past due and impaired loans, and risk characteristics of various categories and concentrations of loans. Most of the loans charged-off were consumer loans for both years.

The allowance for loan losses at December 31, 1999 was 1.02 times impaired loans outstanding at year end. Loan recoveries were 27% of the prior year's charge-offs. Net charge-offs for 1999 increased from $98,072 in 1998 to $169,012. Management continually evaluates the loan portfolio for probable losses and makes provisions necessary to maintain the allowance at a level appropriate to provide for those losses. The provision increased from $300,000 in 1998 to $400,000 in 1999 due to increased losses incurred in 1999. The net effect was a $230,988 increase in the allowance balance at December 31, 1999. These factors resulted in the ratio of allowance to total loans remaining consistent at 1.39% at December 31, 1999 and 1.40% at December 31, 1998. Management believes that this level of allowance is adequate to cover problem credits in the loan portfolio.

The balance of impaired loans at December 31, 1999 of $1,587,226 is $1,420,909 higher than at December 31, 1998. Three loans totaling $1,499,609 are designated as impaired at December 31, 1999 that were not impaired as of December 31, 1998. As indicated in Note 4 of the consolidated financial statements, management does not anticipate significant loss exposure relating to the loans classified as impaired and has established no specific reserves against those loans due to favorable collateral positions. As management does not anticipate loss exposure on these loans, these loans have not been placed on nonaccrual.

The allowance for loan losses was allocated in an amount deemed necessary to provide for probable losses within the following loan categories as of December 31:

Noninterest income was $1,523,437 and $1,382,786 for 1999 and 1998, respectively. The increase was primarily a result of increased service charges and net realized gain on the sale of premises and equipment for 1999 compared to 1998, offset by a loss on sale of securities. Noninterest expense increased to $6,080,861 compared to $5,436,531 in 1998. Noninterest expense was higher in 1999 when compared to 1998 largely because of salaries and benefits, which increased $198,671 or 7.2% representing annual salary increases and additional employees. Furniture and fixtures expense increased from 1998 to 1999 by $132,993 or 40.1% due to additional depreciation from furniture and equipment purchased for the new main office. Other expense increased $201,604 or 20.1% primarily due to an increase in the Michigan Single Business Tax as a result of a reduction in the deduction for the new main office, and legal and professional fees increased $53,443 or 29.7% also contributing to the increase in noninterest expense.

Following are overall return percentages and the dividend pay-out ratio for the past two years:

Management is not aware of any existing trends, events, uncertainties or current recommendations by regulatory authorities that are expected to have a material impact on Valley Ridge's future operating results or financial condition.

Financial Condition, Liquidity, and Capital Resources: Total assets increased by $18,686,430 or 12.6% to $166,881,540 at December 31, 1999 compared to $148,195,110 at December 31, 1998. This growth is attributable primarily to growth in the loan portfolio which was funded by FHLB advances. This growth was partially due to the Bank benefiting from consolidation of major regional banks in some of its markets in addition to the Bank's continued marketing efforts. Total liabilities increased by $18,607,870 or 13.9% to $152,318,529 at December 31, 1999 compared to $133,710,659 at December 31, 1998. The increase in shareholders' equity is due primarily to retention of earnings, and offset by an unrealized loss of $323,609 on securities available for sale.

Total loans increased by $17,340,894 or 17.4% from the balance at December 31, 1998 to $116,774,847 at December 31, 1999. Deposits decreased by $271,055 or 0.23% to $119,311,696 at December 31, 1999. The overall impact of these two changes was an increase in the net loan to deposit ratio to 97% at December 31, 1999 compared to 82% at December 31, 1998.

The following table shows the maturity of commercial, consumer, real estate construction and agricultural loans outstanding at December 31, 1999. Also provided below is the amount due after one year classified according to the terms of the loans. Demand loans, loans with no stated maturity and overdrafts are reported as due in one year or less.

The time remaining until maturity of time certificates of deposit of $100,000 or more at December 31, 1999 were as follows:

The Bank paid dividends totaling $625,650 in 1999, compared to $621,394 paid during 1998.

The Corporation's capital ratios exceeded the minimum levels prescribed by the Federal Reserve Board, as shown in Note 16 of the consolidated financial statements.

Total cash, cash equivalents and investment securities totaled $42,252,725 at December 31, 1999 or 25.3% of total assets. The principal source of funding for the Corporation continues to come from its deposit customers, which have historically been a stable source of funds. Other sources of funding include normal loan repayments, sales and maturities of securities, federal funds available from correspondent banks, and additional advances available from the Federal Home Loan Bank. Management believes that the current level of liquidity is sufficient to meet the normal operating needs of the Bank.

The following table shows by class of maturities at December 31, 1999, the amounts and weighted average yields of investment securities ⁽¹⁾:

Because of their variable payments, mortgage-backed securities are not reported by a specific maturity grouping.

As of December 31, 1999, the securities of no issuer except the U.S. Government had an aggregate carrying value that exceeded 10% of shareholders' equity.

Securities sold under agreements to repurchase generally mature within one to three days from the transaction date. The Bank has pledged certain investment securities, which are held in safekeeping, as collateral against these borrowings. Valley Ridge Bank had $4,975,085 and $1,204,014 in repurchase agreements at year end 1999 and 1998, respectively.

The Corporation had $25,000,000 and $11,000,000 in advances from the Federal Home Loan Bank at year end 1999 and 1998. Each advance requires monthly interest payments at either fixed or adjustable rates. These borrowings are collateralized by nonspecific loans within the mortgage portfolio up to the principal outstanding and nonspecific qualifying securities within the securities portfolio.

The following table shows the interest sensitivity gaps for four different time intervals as of December 31, 1999.

The above table is based on contractual terms. Mortgage-backed securities do not have a single maturity date and therefore, were excluded from investment securities. Savings accounts, money market accounts, and NOW accounts are subject to immediate withdrawal and are presented as repricing in the earliest period presented. Although demand and savings accounts, for which rates paid are not readjusted on a pre-established contract cycle and are subject to immediate withdrawal, are presented as repricing in the 0-3 months period, management believes that these types of accounts are not as sensitive to changes in interest rates in the short-term as this presentation would indicate. The practice of underwriting loans with maturity dates of five years or less and with variable rates allows for a repricing of those assets over a relatively short period. Additionally, management does not aggressively price deposits, preferring to maintain a level of lending supported primarily by its base of core deposits. The Corporation's asset/liability management committee meets semi-annually, or more often as needed, to review gap positions and determine management strategies for loan and deposit pricing, purchase and sale of securities, and other borrowing decisions.

Impact of Inflation and Changing Prices. Most assets and liabilities of a financial institution are monetary in nature. This differs from most commercial and industrial companies that have significant investments in fixed assets or inventories. The effect of inflation on financial institutions is to a large extent indirect and the measure of such impact is largely subjective.

Noninterest expenses tend to rise during periods of general inflation. Inflation levels are to some degree reflected in interest rates. Changes in interest rates, which are to some extent attributable to changes in inflation rates or uncertainty concerning changes in inflation rates, do affect the earnings of the Corporation. The Corporation seeks to protect net interest income from the adverse effects of interest rate fluctuations through its asset/liability management program.

The Corporation's management believes that increases in financial institution assets and deposits result in part from monetary inflation. As assets increase, the financial institution must increase equity capital proportionately to maintain appropriate relationships between assets and equity.

The Corporation completed the change to January 1, 2000 on all of its systems with no material problems. In addition, based on its knowledge as of the date of this annual report, the Corporation does not anticipate that any significant problems or difficulties will arise during 2000. Management and staff will continue to monitor the Corporation's systems and to test date sensitive calculations throughout 2000.

The Gramm-Leach-Bliley Act of 1999 (Act) was passed by Congress and signed into law by the President on November 12, 1999. The Act's most publicized provisions eliminate many Federal and state law barriers to affiliations among banks, securities firms, insurance companies, and other financial service providers. The overall thrust of the Act is to remove the historic laws that separated commercial banking from other financial service organizations. Companies that are presently engaged primarily in insurance activities or securities activities will be permitted to acquire banks and bank holding companies and vice versa.

The Act does not introduce new products or services to the financial services industry overall. The Act, however, does provide for a more efficient means for financial institutions to offer those products and services by creating a "financial holding company," or "FHC." Banks, securities firms, and insurance companies can now affiliate within the FHC structure to offer a much broader range of financial products and services than had previously been possible under either a traditional bank or insurance holding company structure.

A FHC may go beyond traditional bank holding company powers and engage in activities that the Federal Reserve deems to be "financial in nature." Prior to the passage of the Act, banks and their subsidiaries could pursue many activities, such as selling insurance, dealing in certain securities, and offering investment advisory services. However, prior regulatory rules generally placed limits on the extent of a bank's and bank holding company's involvement in those activities, or created barriers to entry. The Act allows for a more efficient means for bank holding companies to offer all financial services within the new structure - the FHC.

The new legislation is expected, in time, to alter the competitive landscape of the product market served by the Corporation and may, in the future, also increase the Corporation's competition to include large, more diversified financial companies.

The Act also requires financial institutions to disclose their privacy policy to customers and provides protections to customers against the transfer and use of nonpublic personal information by financial institutions.

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Valley Ridge Financial Corp.
Kent City, Michigan

We have audited the accompanying consolidated balance sheets of Valley Ridge Financial Corp. as of December 31, 1999 and 1998 and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Corporation'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 in the first paragraph present fairly, in all material respects, the financial position of Valley Ridge Financial Corp. at December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.

                                                                                s/Crowe, Chizek and Company LLP

Grand Rapids, Michigan
February 11, 2000

VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.