<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE EXCHANGE ACT
For the transition period from to
------------ -------------
Commission File Number 333-75727
Satilla Financial Services, Inc.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Georgia 58-2434925
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
180 Mariners Drive, Kingsland, Georgia 31548
-----------------------------------------------------
(Address of Principal Executive Offices)
(912) 882-4775
-----------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
-----------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
<PAGE> 2
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 the past 90 days.
[X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
As of September 30, 1999, the issuer had 1,300 shares of its
common stock, par value $.01 per share, issued and outstanding. The
issuer is currently offering up to 550,000 shares of its common stock
for sale to residents of the State of Georgia, and to qualified
residents of the States of Florida, North Carolina and South Carolina,
pursuant to a Registration Statement on Form SB-2, which the
Securities and Exchange Commission declared effective on June 29,
1999.
Transitional Small Business Disclosure Format (check one):
[ ] Yes [X] No
-2-
<PAGE> 3
SATILLA FINANCIAL SERVICES, INC.
(A DEVELOPMENT STAGE CORPORATION)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The financial statements of Satilla Financial Services, Inc., a
Georgia corporation ("Satilla"), are set forth in the following pages.
-3-
<PAGE> 4
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
As of As of
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 6,083 $ 13,430
Premises and equipment, net 394,221 --
Other assets -- 15,000
--------- ---------
TOTAL ASSETS $ 400,304 $ 28,430
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short -term note payable $ 659,127 $ 70,000
Other liabilities 7,904 5,000
Accrued interest payable 16,117 --
--------- ---------
Total current liabilities 683,148 75,000
--------- ---------
Commitments and Contingencies
Shareholders' Equity
Common stock, $.01 par value, authorized 2,000,000 shares, issued
and outstanding 1,300 shares 13 13
Additional paid-in capital 12,987 12,987
Deficit accumulated during development stage (295,844) (59,570)
--------- ---------
Total shareholders' equity (282,844) (46,570)
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 400,304 $ 28,430
========= =========
</TABLE>
See the Accompanying Notes to Financial Statements
<PAGE> 5
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Period of
Period of July 1, 1998
January 1, 1999 (Inception Date)
to September 30, 1999 to September 30, 1999
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES $ -- $ --
--------- ---------
LESS EXPENSE:
Application fees 1,974 13,974
Advertising 3,710 3,710
Consulting fees 30,000 30,000
Professional fees 100,307 143,508
Salaries 36,200 36,200
Insurance expense 6,851 6,851
Building and site plans -- 1,903
Dues and subscriptions -- 546
Interest expense 16,117 16,117
Rent expense 3,400 3,400
Telephone 2,178 2,178
Office expense 3,423 3,423
Auto expense 3,564 3,564
Travel and entertainment 692 2,576
Depreciation 845 845
Architect fees 22,000 22,000
Miscellaneous expense 5,013 5,050
--------- ---------
TOTAL EXPENSES 236,274 295,845
--------- ---------
NET LOSS $(236,274) $(295,845)
BEGINNING ACCUMULATED DEFICIT (59,570) --
--------- ---------
ENDING ACCUMULATED DEFICIT $(295,844) $(295,845)
========= =========
</TABLE>
See the Accompanying Notes to Financial Statements
<PAGE> 6
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Deficit
Additional accumulated
Common Paid-in during
Stock Capital development stage Total
------------ ------------ ----------------- ------------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1998 $ 13 $ 12,987 $ (59,570) $ (46,570)
------------
Comprehensive income:
Net loss -- -- (236,274) (236,274)
------------ ------------ ------------ ------------
Total comprehensive income(loss) -- -- -- (236,274)
------------ ------------ ------------ ------------
BALANCE, SEPTEMBER 30, 1999 $ 13 $ 12,987 $ (295,844) $ (282,844)
============ ============ ============ ============
</TABLE>
See the Accompanying Notes to Financial Statements
<PAGE> 7
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Period of
Period of July 1, 1998
January 1, 1999 (Inception Date)
to September 30, 1999 to September 30, 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(236,274) $(295,845)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 845 845
Increase in other liabilities 19,021 24,023
--------- ---------
Net cash used in operating activities (216,408) (270,977)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 589,127 659,126
Land option -- (15,000)
Purchase of fixed assets (380,066) (380,066)
Issuance of common stock -- 13,000
--------- ---------
Net cash provided by financing activities 209,061 277,060
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (7,347) 6,083
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 13,430 --
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 6,083 $ 6,083
========= =========
</TABLE>
See the Accompanying Notes to Financial Statements
<PAGE> 8
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
PERIOD OF JANUARY 1, 1999 TO SEPTEMBER 30, 1999
(UNAUDITED)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. REPORTING ENTITY - The Satilla Financial Services Inc. is a
development stage enterprise, which began with a group of thirteen
organizers in July 1998, and plans to charter a State Bank in St.
Marys and Nahunta, Georgia called the Satilla Community Bank. The
Company is pending approval from the State Department of Banking and
Finance and the Federal Deposit Insurance Corporation. The Satilla
Financial Services, Inc. will own 100% of the shares of the proposed
state chartered bank.
The reporting periods for the statements of income and cash flow are
from January 1, 1999 to September 30, 1999 and July 1, 1998 (date of
inception) to September 30, 1999. The primary activities of the
enterprise to date are preparation of the state charter and
development of capital structure.
2. CASH AND CASH EQUIVALENTS - For the purpose of the statement of cash
flows, the Company considers all highly liquid debt instruments
purchased with maturity of three months or less to be cash
equivalents. This includes money market deposit accounts and
short-term certificates of deposit.
3. MANAGEMENT ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at September 30, 1999 as well as
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
4. ADVERTISING COSTS - The Company incurred advertising costs of $3,710
as of September 30, 1999.
B. SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
September 30, 1999
------------------
<S> <C>
The Bankers Bank $ 659,127
==================
</TABLE>
These borrowings represent $264,127 advanced against a line of credit for
organizing expenses that has been established with The Bankers Bank and a
six month note for $395,000, secured by the guarantees of the organizers,
the proceeds of which note were used for the purchase of two parcels of
real estate to be used as future bank sites. Interest on both the line of
credit and the note is at the prime rate as established by The Bankers
Bank. The current rate is 7.75% with interest payable at maturity.
C. RELATED PARTY TRANSACTIONS
The note payable at The Bankers Bank is fully guaranteed by the thirteen
organizers. There is no additional collateral for this loan.
The Company has contracted with Bennett Consulting for bank charter
application preparation and other matters related to organization. As of
September 30, 1999, the Company expensed $65,000 to Bennett Consulting for
services rendered during the development stage. One of the organizers of
the Company owns this firm.
Two option agreements have been exercised regarding the purchase of land
for the bank sites of which three organizers are related to these options.
The Company paid $10,000 for the Nahunta option agreement and $5,000 for
the St. Mary's option. See Note D for further information on these
transactions.
<PAGE> 9
SATILLA FINANCIAL SERVICES, INC. (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
PERIOD OF JANUARY 1, 1999 TO SEPTEMBER 30, 1999
(UNAUDITED)
D. COMMITMENTS AND CONTINGENCIES
Satilla Financial Services, Inc. (A Development Stage Company) exercised an
option agreement with five individuals to acquire the site for the Bank in
St. Marys, Georgia. Two of these individuals, Cecily Hill and Shelia
Meadows, are organizers of the bank. The exercise of this option committed
the Company to the purchase of the St. Mary's site at $230,000.
E. DISCLOSURES RELATING TO STATEMENT OF CASH FLOWS
CASH FLOWS RELATING TO INTEREST AND INCOME TAXES - Cash paid during the
period for interest and income taxes were as follows:
<TABLE>
<CAPTION>
Period of
January 1, 1999
to September 30, 1999
---------------------
<S> <C>
Interest (net of amount capitalized) $ --
---------------------
Income Taxes $ --
---------------------
</TABLE>
F. YEAR 2000 COMPLIANCE ISSUES
The Company is in the process of evaluating the potential effects of the
Year 2000 problem on its operating and environmental systems when
purchasing new equipment. This potential problem exists due to many older
computers having been programmed to recognize only the last two digits of a
year i.e., "98" is for the year 1998. Accordingly, with the new millennium
approaching, these computers will potentially recognize the year 2000 -
"00" as the year 1900, or just not be able to comprehend the date, thus,
potentially effecting the accuracy of, or ability to, process any date
sensitive functions.
The Company will adopt a plan for bringing their systems into compliance so
that the potential problems should not occur at start-up.
G. CAPITAL STRUCTURE
The Company's prospectus authorizes warrants to organizers exercisable for
the purchase of up to 100,000 common shares. The Company is also authorized
under its organizing documents to issue 500,000 shares of preferred stock.
<PAGE> 10
ITEM 2. PLAN OF OPERATION.
Special Cautionary Notice Regarding Forward-Looking Statements. The
following discussion of the financial condition and the plan of operation of
Satilla should be read in conjunction with Satilla's financial statements and
related notes included elsewhere herein. Certain of the statements made or
incorporated by reference herein constitute forward-looking statements for
purposes of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Satilla to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward looking statements include statements using the words
such as "may," "will," "anticipate," "should," "would," "believe,"
"contemplate," "plan," "expect," "estimate," "consider," "continue," "intend,"
"possible" or other similar words and expressions of the future. Satilla's
actual results may differ significantly from the results we discuss in these
forward-looking statements.
These forward-looking statements involve risks and uncertainties and
may not be realized 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 other interest-sensitive assets and
liabilities; interest rate risks; the effects of competition from other
commercial banks, thrifts, mortgage banking firms, consumer finance companies,
credit unions, securities brokerage firms, insurance companies, money market and
other mutual funds and other financial institutions operating in the Satilla's
market area and elsewhere, including institutions operating, regionally,
nationally and internationally, together with such competitors offering banking
products and services by mail, telephone, computer and the Internet; the
possible effects of the Year 2000 problem on Satilla, including such problems at
Satilla's vendors, counterparties and customers; and the failure of assumptions
underlying the establishment of reserves for possible loan losses. All written
or oral forward-looking statements attributable to Satilla are expressly
qualified in their entirety by these Cautionary Statements.
General. Satilla was incorporated as a Georgia corporation on December
18, 1998 for the purpose of becoming a bank holding company by acquiring all of
the capital stock of Satilla Community Bank (the "Bank") upon its formation. The
Bank is being organized as a Georgia commercial bank with deposits insured by
the Federal Deposit Insurance Corporation (the "FDIC"). Satilla is currently in
the process of offering (the "Offering") up to 550,000 shares its common stock,
par value $.01 per share (the "Common Stock"), for sale to residents of the
State of Georgia, and to qualified residents of the States of Florida, North
Carolina and South Carolina, pursuant to a Registration Statement on Form SB-2
(the "Registration Statement"), which the Securities and Exchange Commission
declared effective on June 29, 1999. Although Satilla and the Bank have received
preliminary regulatory approvals, neither Satilla nor the Bank will commence
operations unless and until the Offering has been completed and final regulatory
approval has been received.
Pre-Opening Operations. As of September 30, 1999, Satilla had total
assets aggregating approximately $400,000. These assets consisted of
approximately $394,000 of premises and equipment, representing Satilla's
purchase of the land for the Brantley County and Camden County offices using
funds borrowed from the Bankers Bank, Atlanta, Georgia, pursuant to a $395,000
note dated June 24, 1999 (the "Note"), and approximately $6,000 of cash.
Satilla's total liabilities at this date were approximately $683,000 and
consisted of accrued interest payable
-4-
<PAGE> 11
of approximately $16,000, borrowings under the Note of approximately $395,000,
borrowings under Satilla's $350,000 line of credit (the "Line of Credit") with
the Bankers Bank, Atlanta, Georgia, of approximately $264,000, and other
liabilities of approximately $8,000. Satilla had a shareholder's deficit of
approximately $283,000 at September 30, 1999. Prior to the completion of the
Offering, Satilla will have no material source of capital other than the Line of
Credit and the Note. Satilla is currently in the process of negotiating to amend
the Line of Credit to extend its maturity date from September 30, 1999, to
September 30, 2000. The Note has a maturity date of December 24, 1999.
Satilla had a net loss from July 1, 1998 through September 30, 1999 of
approximately $296,000. This loss resulted from expenses incurred in connection
with activities related to the initial organization of Satilla and the Bank and
includes expenses incurred on behalf of Satilla by its organizers (the
"Organizers") prior to Satilla's incorporation date. These activities included,
without limitation, the preparation and filing of various regulatory
applications and the preparation and filing of the Registration Statement for
this Offering.
Post-Offering Operations; Liquidity. Assuming that this Offering is
successfully completed and that final regulatory approvals are received,
Satilla's initial activities will be devoted to organizing the Bank and opening
and commencing the business of the Bank. These organizational activities will
include completing all required steps for approval from the Georgia Department
of Banking and Finance (the "Georgia Department") and the FDIC for a Georgia
commercial bank, purchasing, constructing, furnishing and equipping the proposed
facilities, hiring qualified personnel to work at the Bank, conducting public
relations activities on behalf of the Bank, developing prospective business
contacts for the Bank and Satilla and taking other actions necessary for a
successful opening of the Bank. Because Satilla is in an organizational stage,
it has had no operations from which to generate any revenues and will not have
any operating revenues until the Bank opens for business.
Because earnings on its assets, if any, are expected to be less than
the expenses incurred in connection with its origination activities and those of
the Bank, Satilla will incur a net loss through the date of the opening of the
Bank. In addition, Satilla anticipates incurring continuing operating losses
during the Bank's early stages of operations. A minimum of $4.5 million of the
net proceeds of this Offering will be used to capitalize the Bank, and the
remainder will be used by Satilla for general corporate purposes, including,
without limitation, future capital contributions to the Bank, if needed. The
Organizers believe that this amount will be sufficient to fund the activities of
the Bank in its initial stages of operation until the Bank can generate
sufficient income from operations to fund its activities on an ongoing basis. In
addition, the Organizers believe that income from the operations of the Bank
will be sufficient to fund the activities of Satilla on an ongoing basis for at
least five years. However, in the event the proceeds of this Offering are
insufficient to provide the minimum initial funding needed for the Bank to begin
operations, Satilla will have to seek alternative sources of funding, which may
include sales of additional shares of Common Stock.
Once the Bank opens, the largest component of Satilla's net income is
expected to be the Bank's net interest income, which is the difference between
the income earned on assets and interest paid on deposits and borrowings used to
support such assets. Net interest income is influenced by the rates earned on
Satilla's interest-earning assets, the rates paid on its interest-bearing
liabilities, the relative amounts of interest-earning assets and
interest-bearing liabilities, and the maturities and repricing characteristics
of its interest-earning assets and interest bearing liabilities. Because the
Bank may initially have to pay above average rates on deposits and charge below
average rates on loans to attract customers, Satilla's net interest income may
be less during the Bank's initial years of operation than that of its
competitors, until it can rely more upon a historical record of customer service
to attract business.
-5-
<PAGE> 12
Year 2000 Considerations. The Year 2000 issue is the result of
potential problems with computer systems or any equipment with computer chips
that use dates that have been stored as two digits rather than four (e.g., "99"
for 1999). On January 1, 2000, any clock or date recording mechanism, including
date sensitive software, which uses only two digits to represent the year may
recognize a date using "00" as the year 1900 rather than the year 2000 (the
"Year 2000 Problem"). This could result in system failures or miscalculations
causing disruption of operations, including, among other things, a temporary
inability to process transactions, send invoices or perform similar tasks.
Satilla and the Bank will rely upon computer software and hardware
systems to perform their operations, some of which will be managed internally by
Satilla and the Bank and others that will be provided by third-party vendors.
Satilla is aware of the Year 2000 Problem, and Satilla recognizes that the Year
2000 Problem, if not properly addressed, could have a material adverse effect on
Satilla, the Bank and the Bank's customers. Because Satilla and the Bank have
not yet begun operations, they do not presently have any existing computer
software or hardware to evaluate or fix. However, Satilla intends to evaluate
all hardware and software for Year 2000 compliance before purchasing, licensing,
leasing or contracting any equipment from third parties.
Satilla is currently in the process of reviewing software and hardware
vendors and is considering entering into a contract with The Intercept Group
("Intercept") to use its "PC BancPAC" data processing and item processing
banking systems. Satilla will seek assurances that Intercept's software and
hardware computer systems are, or will be, Year 2000 compliant. Satilla will not
begin operations until it has assurances that its computer software and hardware
systems are, or will be, Year 2000 compliant.
Satilla has not contracted with any independent source to analyze
Satilla's Year 2000 exposure, but believes that its exposure is manageable
because it is aware of the issues and will only use systems that it believes
will be Year 2000 compliant. Satilla believes that its costs in addressing the
Year 2000 issues will be nominal since it will not have to replace or fix any
existing computer software programs or hardware.
Satilla has developed a "Year 2000 Project Plan" whereby a "Year 2000
Project Team" will be formed from the Bank's management and staff to address the
Year 2000 Problem. The Year 2000 Project Team is expected to evaluate all
software and hardware systems to determine compliance. After the Bank commences
operations, the Year 2000 Project Team is expected to monitor the Bank's own
systems, if any, and all third-party systems regularly to assess any risks to
Satilla and the Bank and to proactively work with third-party vendors to ensure
all Satilla's and Bank's systems are Year 2000 compliant. The Bank intends to
actively assess and monitor its Year 2000 exposure created when it loans money
to its customers.
Satilla is also developing a contingency plan in the event that its
computer systems do not properly handle the Year 2000 date change. Under the
plan, Satilla would hire experienced third party vendors to modify, update or
replace any of Satilla's computer systems that are unable to properly handle the
Year 2000 date change.
The Organizers are taking what they believe to be prudent and
reasonable steps to ensure that Satilla's and the Bank's computer systems, as
well as those of their proposed suppliers and customers, are Year 2000
compliant. However, if such systems do not properly handle the Year 2000 date
change, Satilla's and the Bank's business, financial condition and results of
operations could me materially adversely effected.
-6-
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which Satilla or the
Bank is a party or of which any of their property is the subject.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) Not applicable.
(b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to security holders for a vote during
the three months ended September 30, 1999.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibits are filed as a part of this
report:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Articles of Incorporation of Satilla.*
3.2 Bylaws of Satilla.*
4.1 Specimen Stock Certificate of Satilla's Common Stock.*
4.2 Form of Organizer Warrant.*
10.1 Satilla's Amended and Restated 1999 Long-Term Incentive
Plan.*
10.2 Loan Agreement, dated as of September 30, 1998, by and
between Satilla, as Borrower, The Bankers Bank, as Lender,
and Satilla's Organizers, as Guarantors.*
-7-
<PAGE> 14
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.3 Escrow Agreement, dated as of March 31, 1999, by and
between Satilla and The Bankers Bank, as Escrow Agent.*
10.4 Option Agreement, dated as of October 21, 1998, by and
between Cecily Hill, Sheila Meadows, Melodie Page, Elese
Stover, and Jennifer Wright, as Optionors, the Bank and/or
Satilla, as Optionee, relating to the purchase of the site
for the Bank's Camden County office.*
10.5 Option Agreement, dated as of October 21, 1998, by and
between M. Anthony Ham, as Optionor, and the Bank and/or
Satilla relating to the purchase of the site for the
Bank's Brantley County office.*
27.1 Financial Data Schedule (for SEC use only).
--------------
* Incorporated by reference to Satilla's Registration Statement
on Form SB-2 (File No. 333-75727), as amended, dated April 6,
1999.
(b) Reports on Form 8-K. No report on Form 8-K was filed during the
three month period ended September 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SATILLA FINANCIAL SERVICES, INC.
Date: November 12, 1999 By: /s/ Rodney E. Bennett
--------------------------------
Name: Rodney E. Bennett
Title: President and
Chief Executive Officer
-8-
<PAGE> 15
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule (for SEC use only).
-9-
<TABLE> <S> <C>
<ARTICLE> 9
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 6,083
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 400,304
<DEPOSITS> 0
<SHORT-TERM> 659,127
<LIABILITIES-OTHER> 24,021
<LONG-TERM> 0
0
0
<COMMON> 13
<OTHER-SE> (282,857)
<TOTAL-LIABILITIES-AND-EQUITY> 400,304
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 16,117
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 220,157
<INCOME-PRETAX> (236,274)
<INCOME-PRE-EXTRAORDINARY> (236,274)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (236,270)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
