<PAGE>   1

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

                                   FORM 10-QSB

(Mark One)

 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
----     EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 1998
                                                              ------------------

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
----     EXCHANGE ACT OF 1934 
         For the transition period from _______________ to  ________________

                       Commission file number: 33-31093-A
                                               ----------
                               WAYNE BANCORP, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

        Georgia                                        58-1858246    
 ----------------------                    ---------------------------------  
(State of incorporation)                  (I.R.S. Employer Identification No.)

                  818 South First Street, Jesup, Georgia 31545
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (912) 427-2265      
                            -------------------------
                           (Issuer's telephone number)

                                 Not Applicable
       --------------------------------------------------------------------  
      (Former name, former address and former fiscal year, if changed since
                                  last report)


         Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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     
                 ---    ---
         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         On November 9, 1998, 523,648 shares of the issuer's common stock, par
value $1.00 per share, were issued and outstanding.

         Transitional Small Business Disclosure Format (check one): Yes    No X
                                                                       ---   ---
<PAGE>   2


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                       WAYNE BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            September 30,            December 31,
                                                                 1998                   1997
                                                            -------------            ------------
                                     ASSETS
<S>                                                         <C>                      <C>        
Cash and due from banks                                      $ 1,487,732             $ 3,075,396
Interest-bearing deposits                                         37,580                 124,003
Federal funds sold                                             2,340,000              11,970,000
Investment securities:
  Held-to-maturity                                             6,852,109               5,514,009
  Available-for-sale                                           1,529,513                 535,451
Loans, less allowances for loan losses of
  $342,711 and $273,405, respectively                         33,296,385              28,397,905
Premises and equipment, net                                    1,098,286                 907,405
Deferred income taxes                                             79,379                  45,536
Other assets                                                     550,398                 488,837
                                                             -----------             -----------
         Total assets                                        $47,271,382             $51,058,542
                                                             ===========             ===========
   
   

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Noninterest-bearing deposits                               $ 6,978,297             $13,779,191
  Interest-bearing deposits                                   32,743,222              30,775,238
                                                             -----------             -----------
         Total deposits                                       39,721,519              44,554,429
  Accrued interest expense                                       285,405                 258,185
  Accrued income taxes                                             3,622                  19,300
  Other liabilities                                               74,172                 182,572
                                                             -----------             -----------
         Total liabilities                                    40,084,718              45,014,486
                                                             -----------             -----------

Commitments and contingencies

Stockholders' equity:
  Common stock, $1 par value; authorized 10,000,000
    shares; 458,888 and 424,888 shares issued and
    outstanding, respectively                                    458,888                 424,888
  Surplus                                                      4,084,020               3,778,020
  Retained earnings                                            2,627,295               1,807,771
  Unrealized gain (loss) net - AFS investments                    16,461                  33,377
                                                             -----------             -----------
         Total stockholders' equity                            7,186,664               6,044,056
                                                             -----------             -----------
         Total liabilities and stockholders' equity          $47,271,382             $51,058,542
                                                             ===========             ===========
</TABLE>



See accompanying Notes to Consolidated Financial Statements.


                                       1
<PAGE>   3





                       WAYNE BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                           Three Months Ended              Nine Months Ended
                                                               September 30,                 September 30,
                                                        ------------------------      ---------------------------
                                                           1998           1997           1998             1997
                                                        ----------      --------      ----------      -----------
<S>                                                     <C>             <C>           <C>             <C>        
 Interest income:
   Loans, including fees                                $  889,682      $803,083      $2,513,957      $ 2,222,402
   Interest-bearing deposits                                   522         1,945           1,544            6,074
   Federal funds sold                                       15,077        42,774         134,884          123,853
   Investment securities:
     Taxable                                                20,643        14,402          50,064          101,623
     Nontaxable                                             83,565        68,505         242,528          180,523
     Dividends                                               3,605         2,870          16,059           14,554
                                                        ----------      --------      ----------      -----------
          Total interest income                          1,013,094       933,579       2,959,036        2,649,029
                                                        ----------      --------      ----------      -----------

 Interest expense:
   Deposits                                                360,696       337,672       1,069,375          944,394
   Federal funds purchased                                     461             0             461              118
                                                        ----------      --------      ----------      -----------
          Total interest expense                           361,157       337,672       1,069,836          944,512
                                                        ----------      --------      ----------      -----------

 Net interest income                                       651,937       595,907       1,889,200        1,704,517
 Provision for loan losses                                  45,000        36,000         135,000          108,000
                                                        ----------      --------      ----------      -----------
          Net interest income after
            provision for loan losses                      606,937       559,907       1,754,200        1,596,517
                                                        ----------      --------      ----------      -----------
 Other income:
   Service charges on deposits                             126,989       120,490         344,010          345,182
   Other operating income                                   55,528        46,865         157,865          118,385
   Securities gains (losses), net                                0             0          26,244          (27,332)
                                                        ----------      --------      ----------      -----------
          Total other income                               182,517       167,355         528,119          436,235
                                                        ----------      --------      ----------      -----------
 Other expenses:
   Salaries and employee benefits                          180,095       154,397         503,995          454,037
   Net occupancy and equipment expense                      55,443        49,736         158,080          149,238
   Other operating expenses                                142,219       126,065         437,640          411,412
                                                        ----------      --------      ----------      -----------
          Total other expenses                             377,757       330,198       1,099,715        1,014,687
                                                        ----------      --------      ----------      -----------

 Profit before income taxes                                411,697       397,064       1,182,604        1,018,065
 Income tax expense                                        125,023       115,246         363,080          288,221
                                                        ----------      --------      ----------      -----------
          Net Profit                                    $  286,674      $281,818      $  819,524      $   729,844
                                                        ==========      ========      ==========      ===========

 Earnings per common share                              $     0.62      $   0.71      $     1.79      $      1.85
                                                        ==========      ========      ==========      ===========
 Weighted average shares outstanding                       458,888       397,900         457,931          394,763
                                                        ==========      ========      ==========      ===========

 Earnings per common share fully diluted                $     0.56      $   0.64      $     1.64      $      1.63
                                                        ==========      ========      ==========      ===========
 Weighted average fully diluted shares outstanding         511,918       440,341         500,231          447,568
                                                        ==========      ========      ==========      ===========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                       2

<PAGE>   4



                       WAYNE BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                             September 30,
                                                                             -------------
                                                                         1998              1997
                                                                         ----              ----
<S>                                                                 <C>                <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net profit                                                        $    819,524       $   729,844
  Adjustments to reconcile net profit to net cash provided by
    operating activities:
      Depreciation, amortization, and accretion, net                      80,040            71,575
      Provision for loan losses                                          135,000           108,000
      Securities (gains) losses, net                                     (26,244)           27,332
      Net decrease (increase) in available-for-sale securities            25,631           (50,560)
      Net decrease (increase) in deferred taxes                          (33,843)            1,900
      Net decrease (increase) in other assets                            (61,561)         (108,192)
      Net increase (decrease) in accrued interest payable                 27,220            43,963
      Net increase (decrease) in accrued income taxes                    (15,678)         (325,895)
      Net increase (decrease) in other liabilities                      (108,400)          (31,031)
      Net increase (decrease) in unrealized gain (loss) AFS
        investments                                                      (16,916)           33,370
                                                                    ------------       -----------
Net cash provided by operating activities                                824,773           500,306
                                                                    ------------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investment securities held-to-maturity                  (1,336,719)       (1,754,154)
  Purchase of investment securities available-for-sale                (1,139,275)         (371,617)
  Proceeds from maturities of interest-bearing time deposits              86,424            98,864
  Proceeds from maturities of securities held-to-maturity                      0           135,000
  Proceeds from maturities of securities available-for-sale                    0         1,500,000
  Proceeds from sales of securities available-for-sale                   145,928         3,200,776
  Net increase in loans                                               (5,033,480)       (5,675,670)
  Purchase of fixed assets                                              (272,405)           (8,623)
                                                                    ------------       -----------
Net cash used by investing activities                                 (7,549,527)       (2,875,424)
                                                                    ------------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net decrease in deposits                                            (4,832,910)       (2,604,115)
  Proceeds from issuance of common stock                                 340,000           266,020
                                                                    ------------       -----------
Net cash used by financing activities                                 (4,492,910)       (2,338,095)
                                                                    ------------       -----------

Net decrease in cash and cash equivalents                            (11,217,664)       (4,713,213)
Cash and cash equivalents at beginning of period                      15,045,396         9,665,896
                                                                    ------------       -----------
Cash and cash equivalents at end of period                          $  3,827,732       $ 4,952,683
                                                                    ============       ===========

SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
  Interest                                                          $  1,042,155       $   900,431
  Income taxes                                                      $    521,997       $   633,409
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

                                       3
<PAGE>   5


                       WAYNE BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.           Basis of Presentation

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B of the Securities and Exchange Commission. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. However, in
the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 1998, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1998. For further information, please refer to the consolidated
financial statements and footnotes thereto for the Company's fiscal year ended
December 31, 1997, included in the Company's Form 10-KSB for the year ended
December 31, 1997.

Note 2.           Adoption of New Accounting Principles

         During the fourth quarter of 1997, the Company adopted Financial
Accounting Standards Board Statement No. 128, "Earnings Per Share." SFAS 128
replaces the presentation of primary earnings per share with a presentation of
basic earnings per share and it requires a dual presentation of basic and
diluted earnings per share on the face of the income statement. SFAS 128 was
effective for financial statements issued for periods ending after December 15,
1997. The adoption of this pronouncement by the Company in 1997 resulted in the
restatement of the Company's prior period earnings per share disclosures.


                                       4







<PAGE>   6


         This Report contains statements which constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements appear in a
number of places in this Report and include all statements regarding the intent,
belief or current expectations of the Company, its directors or its officers
with respect to, among other things: (i) the Company's financing plans; (ii)
trends affecting the Company's financial condition or results of operations;
(iii) the Company's growth strategy and operating strategy; and (iv) the
declaration and payment of dividends. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various factors
discussed herein and those factors discussed in detail in the Company's filings
with the Securities and Exchange Commission.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

         Wayne Bancorp, Inc. (the "Company") was organized under the Georgia
Business Corporation Code on September 5, 1989, to become a one-bank holding
company by acquiring all the capital stock of Wayne National Bank (the "Bank")
upon its formation. The Bank commenced business on September 26, 1990, and the
only activity of the Company since then has been the ownership and operation of
the Bank. The Bank is engaged in a general commercial and retail banking
business from its main office in Jesup, Georgia.

         The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Company's
unaudited consolidated financial statements and related notes and other
statistical information included elsewhere herein.

Results of Operations

         The Company experienced a net profit during the quarter ended September
30, 1998, of $286,674, compared to $281,818 during the same period of 1997. This
brings net profits for the nine months ended September 30, 1998, to $819,524,
compared to $729,844 for the nine months ended September 30, 1997. The
improvement in earnings for the third quarter is attributed to higher net
interest income which is up 9.4% from the third quarter of 1997. The improvement
in net interest income can be attributed to a 9.8% increase in earning assets to
$42.4 million as of September 30, 1998, from $38.6 million as of September 30,
1997. The segment of earning assets showing the most significant increase was
loans which grew $4.7 million, or 16.2%, during the twelve months ending
September 30, 1998. The Company's net interest margin was unchanged at 6.4% for
the quarter ended September 30, 1998, compared to 6.4% for the same period of
1997.

         Noninterest income for the quarter ended September 30, 1998, was
$182,517, up 9.1% from $167,355 for the same quarter of 1997. For the nine
months ended September 30, 1998, noninterest income increased $91,884, or 21.1%,
to $528,119 from $436,235 for the same period of 1997. The increase was
primarily the result of improved mortgage origination fees which were up 93.7%
to $87,218 for the nine months ended September 30, 1998, compared to $45,026 for
the same period of 1997. This increase is primarily attributable to an increase
in mortgage loan activity resulting from falling mortgage loan interest rates.

         Noninterest expenses for the quarter ended September 30, 1998, was
$377,757, an increase of $47,559, or 14.4%, from $330,198 for the same period of
1997. Salaries and benefits were up $25,698, or 16.6%, to $180,095 for the
quarter ended September 30, 1998, from $154,397 for the same period of 1997,
primarily as a result of increases in staffing levels at the Bank, and overtime
pay. 

                                       5
<PAGE>   7

Other operating expenses were up $16,154, or 12.8%, to $142,219 for the
quarter ended September 30, 1998, from $126,065 for the same period of 1997.
This increase is primarily a result of data processing expenditures associated
with the Bank's efforts to prepare for the year 2000. For the nine month period
ended September 30, 1998, noninterest expense increased $85,028, or 8.4%, to
$1,099,715 from $1,014,687 for the same period of 1997. This increase in
noninterest expense can also be attributed to increases in staffing levels at
the Bank and year 2000 expenditures.

         Loan losses, net of recoveries, during the quarter ended September 30,
1998, were $34,895 compounded to $37,480 for the same period one year ago. Loan
losses, net of recoveries, amounted to $65,695 for the nine months ended
September 30, 1998, compounded to $87,480 for the nine months ended September
30, 1997. The majority of loan losses continue to be the result of consumer
bankruptcies on secured loans. Past due loans amounted to 1.02% of total loans
as of September 30, 1998, well below the national average of our peer group of
2.99%.

         During the nine month period ended September 30, 1998, the loan loss
reserve increased by $69,305, bringing the allowance for loan losses to 1.03% of
loans, compared to .81% of loans at September 30, 1997. Based on its review,
management believes the allowances for loan losses is adequate at this time.
However, there can be no assurance that charge-offs in future periods will not
exceed the allowance for loan losses or that additional increases in the loan
loss allowance will not be required.

         Return on average assets and average equity, on an annualized basis,
for the quarter ended September 30, 1998, were 2.51% and 16.10%, respectively,
compared to 2.76% and 20.43%, respectively, for the same quarter of 1997. Return
on average assets and average equity, on an annualized basis, for the nine
months ended September 30, 1998, were 2.43% and 16.15%, respectively, compared
to 2.49% and 18.98%, respectively, for the same period of 1997. Earnings per
share, on a fully diluted basis, for the nine and three month periods ended
September 30, 1998, amounted to $1.64 and $.56, respectively, compared to $1.63
and $.64, respectively, for the same periods of 1997.

         The Company's assets ended the third quarter of 1998 at $47.3 million,
down 7.4% from $51.1 million at December 31, 1997. This decrease can be
attributed to the reduction in seasonal local government tax deposits of
approximately $7.7 million at December 31, 1997, which deposits were
subsequently withdrawn by mid-January 1998. Total deposits ended the quarter at
$39.7 million, down 11.0% from $44.6 million at December 31, 1997, which
decrease is also related to the reduction in seasonal local government tax
deposits, offset by normal growth in Bank deposits. At September 30, 1998, the
Company's loan to deposit ratio was 83.8%, compared to 63.7% at December 31,
1997.

         Management expects earnings to improve slightly during the final
quarter of 1998 over that experienced in the quarter just ended, contingent upon
no deterioration within the loan portfolio which would require excessive
provisions to the loan loss reserve. Although such expectations are based on
management's best judgment, actual results will depend upon a number of factors
that cannot be predicted with certainty and fulfillment of management's
expectations cannot be assured.

Liquidity and Sources of Capital

         The $4.8 million reduction in deposits during the nine month period
ended September 30, 1998, is primarily reflected in federal funds sold which
decreased $9.6 million, offset by the $4.9 million increase in loans. The
reduction in federal funds sold is primarily attributed to the seasonal local
government tax deposits of approximately $7.7 million at December 31, 1997,
which deposits were 

                                       6
<PAGE>   8

withdrawn by mid-January 1998. During the first nine months of 1998, management
has expanded the held-to-maturity portion of the investment portfolio by
approximately $1.3 million through the purchase of municipal bonds. The
available-for-sale portion of the portfolio has increased approximately $1.0
million through the purchase of U.S. Treasury securities and equities. During
the first nine months of 1998, loans have increased by approximately $4.9
million, meeting management's expectations. The Company's liquid assets at
September 30, 1998, represented 11.4% of total assets, compared to 30.8% at
December 31, 1997.

         During the first quarter of 1998, three directors of the Company
exercised warrants for the Company's common stock, par value $1.00 per share
(the "Common Stock"), resulting in the issuance of 34,000 shares of the Common
Stock. The exercise price was $10.00 per share, resulting in an injection of
$340,000 into the Company's capital during the first quarter of 1998. At
September 30, 1998, the Company's risk based capital ratio was 20.9% and its
leverage ratio was 15.8%, compared to 20.2% and 14.8%, respectively, at December
31, 1997. Both the Company and the Bank are, at this time, in compliance with
the Federal Reserve Board's and the OCC's capital requirements. Management
expects asset growth to continue at a deliberate and controllable pace during
the coming months and capital should continue to be adequate. However, no
assurances can be given in this regard, as rapid growth, deterioration in loan
quality and poor earnings, or a combination of these factors, could change the
Company's capital position in a relatively short period of time.

Year 2000 Issues

         The Company utilizes an in-house data processing system for most of its
accounting functions. Management is in the process of upgrading the systems
which it has determined are not prepared for the year 2000 ("Year 2000").
Testing should be completed by the end of 1998. The Company also has a number of
personal computers, some of which, due to their age, are not Year 2000
compliant. Management budgeted approximately $180,000 to get all of its systems
Year 2000 compliant. To date, approximately $200,000 in capital expenditures has
been incurred and an additional $20,000 has been expensed. Management estimates
that it has completed approximately 90% of its Year 2000 efforts. The largest
Year 2000 exposure to most banks is the preparedness of the customers of the
banks. Management is addressing with its customers the possible consequences of
not being prepared for Year 2000. Should large borrowers not sufficiently
address this issue, the Company may experience an increase in loan defaults. The
amount of potential loss from this issue is not quantifiable. Management is
attempting to reduce this exposure by educating its customers.

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         There are no material pending legal proceedings to which the Company or
the Bank is a party or of which any of their property is the subject.

ITEM 2.  CHANGES IN SECURITIES.

         In January 1998, three directors of the Company exercised warrants for
the Common Stock, resulting in the issuance of 34,000 shares of the Common
Stock. The warrants had an exercise price of $10.00 per share and thus the
Company received $340,000. The Common Stock issued pursuant to the exercise of
the warrants represent unregistered securities, which issuance was considered to
be exempt


                                       7

<PAGE>   9

from registration under the Securities Act of 1933 pursuant to Section 4(2) as a
transaction by an issuer not involving any public offering.

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 a vote of security holders during
the quarter ended September 30, 1998.

ITEM 5.  OTHER INFORMATION.

         On October 21, 1998, the Company and First Banking Company of Southeast
Georgia, a Georgia corporation ("FBCG"), announced that they had signed a letter
of intent for FBCG to acquire the Company. The combination as proposed will be
effected by a merger in which FBCG common stock will be issued for the Company's
shares in a tax-free exchange, to be accounted for as a pooling of interests.
Pursuant to the proposed transaction, each shareholder of the Company will
receive 1.56837 shares (revised from 1.55 shares originally provided in the
letter of intent) of FBCG common stock for each share of Common Stock of the
Company held. Consummation of the proposed combination is subject to mutually
satisfactory due diligence, negotiation and execution of a definitive merger
agreement, approval by the shareholders of the Company, and approval of the
appropriate federal and state regulatory agencies.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits.

                  3(a)     Articles of Incorporation and Articles of Amendment
                           of Company (incorporated by reference to Exhibit 3(a)
                           of Registration Statement on Form S-18, File No.
                           33-31093-A).

                  3(b)     Bylaws of Company  (incorporated by reference to 
                           Exhibit 3(b) of Registration  Statement on Form S-18,
                           File No. 33-31093-A).

                  10(a)    Form of Stock Warrant Agreement (incorporated by
                           reference to Exhibit 10(c) of Registration Statement
                           on Form S-18, File No. 33-31093-A).

                  10(b)    1990 Employee Incentive Stock Option Plan
                           (incorporated by reference to Exhibit 10(d) of the
                           Annual Report on Form 10-K filed by the Company for
                           the fiscal year ended December 31, 1990).

                  10(c)    Form of Employment Agreement for Executive Officers
                           (incorporated by reference to Exhibit 10(f) of the
                           Annual Report on Form 10-KSB filed by the Company for
                           the fiscal year ended December 31, 1992).

                  27(a)    Financial Data Schedule (for SEC use only).


                                       8
<PAGE>   10

                  27(b)    Restated  Financial Data Schedule For Nine Months
                           ended  September 30, 1996 (for SEC use only).

                  27(c)    Restated  Financial Data Schedule For Nine Months 
                           ended  September 30, 1997 (for SEC use only).

                  99(a)    Press Release dated October 21, 1998.

         (b)      Reports on Form 8-K.

                  There were no reports on Form 8-K filed by the Company during
                  the quarter ended September 30, 1998.


                                       9
<PAGE>   11


                                   SIGNATURES


         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                                WAYNE BANCORP, INC.             
                                   --------------------------------------------
                                                   (Registrant)



Date:     November 11, 1998        By:  /s/ Douglas R. Harper                  
         ------------------            ----------------------------------------
                                            Douglas R. Harper
                                            President, Chief Executive Officer &
                                            Principal Financial Officer




                                       10
<PAGE>   12





                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                                                                        Sequential
Number                          Description                                                    Page Number
------                          -----------                                                    -----------
<S>      <C>                                                                                  <C>     
3(a)     Articles of Incorporation and Articles of Amendment of Company
         (incorporated by reference to Exhibit 3(a) of Registration Statement on
         Form S-18, File No. 33-31093-A).

3(b)     Bylaws of Company (incorporated by reference to Exhibit 3(b) of
         Registration Statement on Form S-18, File No. 33-31093-A).

10(a)    Form of Stock Warrant Agreement (incorporated by reference to Exhibit
         10(c) of Registration Statement on Form S-18, File No. 33-31093-A).

10(b)    1990 Employee Incentive Stock Option Plan (incorporated by reference to
         Exhibit 10(d) of the Annual Report on Form 10-K filed by the Company
         for the fiscal year ended December 31, 1990).

10(c)    Form of Employment Agreement for Executive Officers (incorporated by
         reference to Exhibit 10(f) of the Annual Report on Form 10-KSB filed by
         the Company for the fiscal year ended December 31, 1992).

27(a)    Financial Data Schedule (for SEC use only).

27(b)    Restated Financial Data Schedule For Nine Months ended September 30,
         1996 (for SEC use only).

27(c)    Restated Financial Data Schedule For Nine Months ended September 30,
         1997 (for SEC use only).

99(a)    Press Release dated October 21, 1998.
</TABLE>