UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2000

                                       OR

             [ ] 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 333-69973

                     First Capital Bank Holding Corporation
                 ----------------------------------------------
             (Exact name of registrant as specified in its charter)

           Florida                                 59-3532208
     (State of Incorporation)           (I.R.S. Employer Identification No.)

     1891 South 14th Street

     Fernandina Beach, Florida                              32034
     (Address of principal executive offices)             (Zip Code)

                                  904-321-0400
                               (Telephone Number)

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

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.

                                    YES XX 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:  1,000,000 shares of common
stock, $.01 par value per share, issued and outstanding as of May 9, 2000.

      Transitional Small Business Disclosure Format (check one):  YES    NO  XX
                                                                     ---    ---


<PAGE>


                     FIRST CAPITAL BANK HOLDING CORPORATION
                          PART I. FINANCIAL INFORMATION

      Item 1.      Financial Statements

                   The  financial  statements  of  First  Capital  Bank  Holding
                   Corporation  (the  "Company")  are set forth in the following
                   pages.


<PAGE>
                     First Capital Bank Holding Corporation

                                  Balance Sheet

                      March 31, 2000 and December 31, 1999
                                   (Unaudited)

                                     Assets
<TABLE>
<CAPTION>

                                                                                       March 31,       December 31,
                                                                                          2000             1999
                                                                                          ----             ----

<S>                                                                                    <C>                  <C>
   Cash                                                                                $ 4,905,947          1,056,088
   Federal funds sold                                                                    1,324,000          1,871,000
   Interest bearing deposits with other banks                                              252,048                  -
                                                                                       -----------        -----------

               Total cash and cash equivalents                                           6,481,995          2,927,088

   Investments available for sale                                                       11,236,181         10,059,587
   Other investments                                                                       277,000            231,000
   Loans, net                                                                           10,682,461          6,337,579
   Premises and equipment, net                                                           1,620,049          1,646,871
   Other assets                                                                            312,112            204,357
                                                                                       -----------        -----------

                                                                                      $ 30,609,798         21,406,482
                                                                                       ===========        ===========

                                         Liabilities and Stockholders' Equity

  Deposits:
       Noninterest bearing                                                             $ 2,307,820          1,531,558
       Interest bearing                                                                 19,341,550         10,851,144
                                                                                       -----------        -----------

              Total deposits                                                            21,649,370         12,382,702

   Other liabilities                                                                        26,943             11,185
                                                                                       -----------        -----------

              Total liabilities                                                         21,676,313         12,393,887
                                                                                       -----------        -----------

   Preferred stock, par value $.01, 1,000,000 shares authorized;
         no shares issued or outstanding                                                         -                  -
   Common stock, par value $.01, 10,000,000 shares authorized;
         1,000,000 shares issued and outstanding                                            10,000             10,000
   Additional paid-in capital                                                            9,708,858          9,708,858
   Accumulated deficit                                                                   (664,558)           (634,951)
   Other comprehensive loss                                                              (120,815)            (71,312)
                                                                                       ----------         -----------

              Total stockholders' equity                                                 8,933,485          9,012,595
                                                                                       -----------        -----------

                                                                                      $ 30,609,798         21,406,482
                                                                                        ==========        ===========

</TABLE>
See accompanying notes to financial statements.

                                       3
<PAGE>


                     First Capital Bank Holding Corporation

                 Statements of Operations and Comprehensive Loss

               For the Three Months Ended March 31, 2000 and 1999

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                              2000             1999
                                                                                              ----             ----
Interest income:
<S>                                                                                    <C>
    Interest and fees on loans                                                             $ 208,669                -
    Interest income on federal funds sold                                                     23,342                -
    Interest income on investment securities                                                 188,971                -
    Interest income on deposits in other banks                                                 8,360                -
                                                                                        ------------     ------------

           Total interest income                                                             429,342                -
                                                                                        ------------     ------------

Interest expense:
    Interest bearing deposits                                                                126,635                -
    Other                                                                                        296           16,305
                                                                                        ------------     ------------

           Total interest expense                                                            126,931           16,305
                                                                                        ------------     ------------
           Net interest income (expense)                                                     302,411          (16,305)

Provision for loan losses                                                                     52,500                -
                                                                                        ------------     ------------
     Net interest income (expense) after provision
        for loan losses                                                                      249,911          (16,305)
                                                                                        ------------     ------------
Noninterest income

     Gain on sale of SBA loans                                                                44,548                -
     Other                                                                                    12,074                -
                                                                                        ------------    -------------

                  Total noninterest income                                                    56,622                -
                                                                                        ------------    -------------
Noninterest expenses:
    Salaries and employee benefits                                                           181,666           45,258
    Occupancy                                                                                 50,034            5,993
    Other                                                                                    104,440            9,422
                                                                                        ------------    -------------

           Total noninterest expenses                                                        336,140           60,673
                                                                                        ------------    -------------

           Net loss                                                                     $    (29,607)         (76,978)
                                                                                        ============    =============

Other comprehensive income, net of tax:
    Unrealized losses arising during the period, net of taxes of $25,502 and $0              (49,503)               -
                                                                                        ------------    -------------

    Comprehensive loss                                                                       (79,110)         (76,978)
                                                                                        ============    =============

           Net loss per share                                                           $       (.03)            (.08)
                                                                                        ============    =============

           Shares outstanding                                                              1,000,000        1,000,000
                                                                                        ============    =============
</TABLE>


See accompanying notes to financial statements.

                                       4
<PAGE>
                     First Capital Bank Holding Corporation

                             Statement of Cash Flows

               For the Three Months Ended March 31, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                   2000             1999
                                                                                                   ----             ----

<S>                                                                                            <C>                <C>
Cash flows from operating activities:
     Net loss                                                                                  $ (29,607)         (76,978)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
             Depreciation, amortization and accretion                                             23,667            1,161
             Provision for loan losses                                                            52,500                -
                     Gain on sale of SBA Loans                                                   (44,548)               -
             (Increase) Decrease in other assets                                                (107,755)             486
             (Decrease) Increase in other liabilities                                             15,758          (36,672)
                                                                                            ------------      -----------

                  Net cash used in operating activities                                          (89,985)        (112,003)
                                                                                            ------------      -----------
Cash flows from investing activities:
     Purchase of premises and equipment                                                           (8,332)        (140,059)
     Purchase of investment securities available for sale                                     (1,260,610)               -
     Increase in loans                                                                        (5,303,701)               -
       Proceeds from sale of loans                                                               950,867                -
     Payment of organizational expenses                                                                -           (2,972)
                                                                                            ------------      -----------


                  Net cash used in investing activities                                       (5,621,776)        (143,031)
                                                                                            ------------      -----------
Cash flows from financing activities:
     Increase in deposits                                                                      9,266,668                -
     Proceeds from note payable                                                                        -          254,000
                                                                                            ------------      -----------

                  Net cash provided by financing activities                                    9,266,668          254,000
                                                                                            ------------      -----------

Net increase/(decrease) in cash                                                                3,554,907           (1,034)

Cash and cash equivalents at the beginning of the period                                       2,927,088            2,535
                                                                                            ------------      -----------

Cash and cash equivalents at the end of the period                                           $ 6,481,995            1,501
                                                                                            ============      ===========

Supplemental cash flow information:
     Interest paid                                                                           $   123,036            9,872
                                                                                            ============      ===========
</TABLE>


See accompanying notes to financial statements.

                                       5

<PAGE>


                     First Capital Bank Holding Corporation

                          Notes to Financial Statements
                                   (Unaudited)

(1)      Organization

      First Capital Bank Holding  Corporation  (the "Company") was  incorporated
      for the purpose of becoming a bank holding company.  On July 26, 1999, the
      Company  acquired 100% of the  outstanding  common stock of First National
      Bank of Nassau  County (the  "Bank"),  which  operates  in the  Fernandina
      Beach,  Florida area. The Bank is chartered and regulated by the Office of
      the Comptroller of Currency and the Federal Deposit Insurance Corporation.
      The Bank commenced operations on July 26, 1999.

      The interim financial statements included herein are unaudited but reflect
      all adjustments  which, in the opinion of management,  are necessary for a
      fair presentation of the financial  position and results of operations for
      the  interim  period  presented.  All  such  adjustments  are of a  normal
      recurring  nature.  The results of operations  for the quarter ended March
      31, 2000 are not  necessarily  indicative  of the results of a full year's
      operations.

(2)      Basis of Presentation

      The consolidated  financial statements include the accounts of the Company
      and the  Bank.  All  intercompany  accounts  and  transactions  have  been
      eliminated in consolidated.

      The accounting principles followed by the Company and its subsidiary,  and
      the method of applying these principles,  conform with generally  accepted
      accounting principles (GAAP) and with general practices within the banking
      industry.  In preparing  financial  statements  in  conformity  with GAAP,
      management is required to make estimates and  assumptions  that affect the
      reported amounts in the financial statements.  Actual results could differ
      significantly  from  those  estimates.  Material  estimates  common to the
      banking industry that are particularly  susceptible to significant  change
      in the near term include, but are not limited to, the determination of the
      allowance  for loan  losses,  the  valuation  of real  estate  acquired in
      connection with  foreclosures  or in satisfaction of loans,  and valuation
      allowances  associated  with the  realization of deferred tax assets which
      are based on future taxable income.

(3)      Summary of Significant Accounting Policies

      Investment Securities

      The Company classifies its securities in one of three categories: trading,
      available for sale, or held to maturity. Trading securities are bought and
      held principally for the purpose of selling them in the near term. Held to
      maturity  securities  are those  securities  for which the Company has the
      ability and intent to hold until maturity.  All securities not included in
      trading or held to maturity are classified as available for sale.

      Available for sale securities is recorded at fair value.  Held to maturity
      securities is recorded at cost, adjusted for the amortization or accretion
      of premiums or discounts.  Unrealized holding gains and losses, net of the
      related tax effect,  on  securities  available  for sale are excluded from
      earnings and are reported as a separate component of shareholders'  equity
      until realized. Transfers of securities between categories are recorded at
      fair value at the date of transfer.

      A  decline  in the  market  value  of any  available  for  sale or held to
      maturity  security  below  cost that is deemed  other  than  temporary  is
      charged to earnings and establishes a new cost basis for the security.

      Premiums and  discounts  are  amortized  or accreted  over the life of the
      related securities as adjustments to the yield.  Realized gains and losses
      for  securities  classified as available for sale and held to maturity are
      included in earnings  and are derived  using the  specific  identification
      method for determining the cost of securities sold.

      Loans and Allowance for Loan Losses

      Loans are stated at principal amount outstanding, net of the allowance for
      loan losses. Unearned interest on discounted loans is recognized as income
      over  the term of the  loans  using a method  which  approximates  a level
      yield.  Interest on other loans is calculated by using the simple interest
      method on daily balances of the principal amount outstanding.

                                       6

<PAGE>


                     First Capital Bank Holding Corporation

                    Notes to Financial Statements, continued

(3)      Summary of Significant Accounting Policies, continued

      Loans and Allowance for Loan Losses, continued
      A loan is  considered  impaired  when,  based on current  information  and
      events,  it is probable that all amounts due according to the  contractual
      terms of the loan  agreement  will not be  collected.  Impaired  loans are
      measured  based  on the  present  value  of  expected  future  cash  flows
      discounted  at the  loan's  effective  interest  rate,  or at  the  loan's
      observable  market  price,  or at the fair value of the  collateral of the
      loan  if  the  loan  is  collateral  dependent.  Accrual  of  interest  is
      discontinued  on  a  loan  when  management  believes,  after  considering
      economic  and  business  conditions  and  collection  efforts,   that  the
      borrower's  financial  condition  is such that  collection  of interest is
      doubtful.

      The allowance for loan losses is established  through a provision for loan
      losses  charged to expense.  Loans are charged  against the  allowance for
      loan  losses  when  management  believes  that the  collectibility  of the
      principal  is unlikely.  The  allowance  represents  an amount  which,  in
      management's  judgment,  will be  adequate  to absorb  probable  losses on
      existing loans that may become uncollectible.

      Management's  judgment in  determining  the  adequacy of the  allowance is
      based on evaluations of the  collectibility  of loans.  These  evaluations
      take into  consideration  such factors as changes in the nature and volume
      of the loan  portfolio,  current  economic  conditions that may affect the
      borrower's  ability  to pay,  overall  portfolio  quality  and  review  of
      specific problem loans.

      Management believes that the allowance for loan losses is adequate.  While
      management uses available information to recognize losses on loans, future
      additions to the allowance  may be necessary  based on changes in economic
      conditions. In addition,  various regulatory agencies, as an integral part
      of their examination process, periodically review the Bank's allowance for
      loan losses.  Such agencies may require the Bank to recognize additions to
      the allowance based on judgments different than those of management.

      Premises and Equipment

      Premises and equipment are stated at cost less  accumulated  depreciation.
      Major additions and  improvements  are capitalized  while  maintenance and
      repairs  that do not improve or extend the useful  lives of the assets are
      expensed.  When assets are retired or otherwise  disposed of, the cost and
      related  accumulated  depreciation are removed from the accounts,  and any
      gain or loss is reflected in earnings for the period.

      Depreciation  expense on  furniture,  fixtures  and  equipment is computed
      using the straight-line method over 5 to 7 years.

      Income Taxes

      The  Company  accounts  for  deferred  income  taxes  using the  liability
      approach,  and when this  approach  results in a net  deferred  tax asset,
      management  evaluates the  likelihood of being able to realize that asset.
      When management  determines that some or all of the net deferred tax asset
      is not realizable,  a valuation  allowance is recorded for that amount. At
      March 31, 2000, the Company's only significant  deferred tax attribute was
      its net operating  loss since  inception,  and this deferred tax asset has
      been fully reserved.

(4)      Preferred Stock

      Shares of  preferred  stock may be issued from time to time in one or more
      series as  established  by  resolution  of the Board of  Directors  of the
      Company.  Each  resolution  shall  include  the  number of shares  issued,
      preferences, special rights and limitations as determined by the Board.

(5)      Commitments

      The Company  entered into an employment  agreement  with its President and
      Chief  Executive  Officer,  providing  for an  initial  term of five years
      commencing  August 15, 1998. The agreement  provides for a base salary, an
      incentive bonus based on five percent of the Company's  pre-tax  earnings,
      and annual  stock  options  which vest  equally over five years at $10 per
      share equal to the lesser of 30,000  shares or five  percent of the number
      of shares sold in the initial public offering.  Additionally,  the Company
      is to maintain a $1,000,000 key man life insurance  policy,  with

                                       7
<PAGE>

      $500,000  payable to the Company and $500,000  payable to the  President's
      family. The agreement further provides for other perquisites, and subjects
      the President to certain noncompete restrictions.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of  Operations For the Three Months Ended March 31, 2000 and 1999

Forward-Looking Statements

     The following is a discussion of the  Company's  financial  condition as of
and for the  period  ended  March 31,  2000.  These  comments  should be read in
conjunction with the Company's condensed  consolidated  financial statements and
accompanying footnotes appearing in this report.

     This report  contains  "forward-looking  statements"  relating to,  without
limitation, future economic performance,  plans and objectives of management for
future  operations,  and  projections of revenues and other financial items that
are based on the beliefs of the  Company's  management,  as well as  assumptions
made by and information  currently  available to the Company's  management.  The
words "expect," "anticipate," and "believe," as well as similar expressions, are
intended to identify  forward-looking  statements.  The Company's actual results
may  differ  materially  from  the  results  discussed  in  the  forward-looking
statements,  and the Company's operating  performance each quarter is subject to
various  risks and  uncertainties  that are discussed in detail in the Company's
filings  with the  Securities  and  Exchange  Commission,  including  the  "Risk
Factors" section in the Company's  Registration  Statement  (Registration Number
333-69973) as filed with and declared  effective by the  Securities and Exchange
Commission.

Financial Condition

     The Company was organized on July 29, 1998. The Company's initial principal
activities  related to its  organization,  the  conducting of its initial public
offering,  the pursuit of approvals  from the Office of the  Comptroller  of the
Currency (the "OCC") and Federal Deposit  Insurance  Corporation (the "FDIC") of
its  application  to charter the Bank and to obtain deposit  insurance,  and the
pursuit of approvals  from the Federal  Reserve Board for the Company to acquire
control  of the Bank.  By July 26,  1999,  the  Company  received  all  required
approvals and on that day the Bank commenced operations.

     A total of  $9,618,858,  net of  offering  costs of  $281,142,  was used to
capitalize  the Company.  Of this amount,  $7,000,000 was used to capitalize the
Bank and the remainder will be used to pay organization  expenses of the Company
and provide working capital,  including additional future capital for investment
in the Bank, if needed.  The Company  believes this amount will be sufficient to
fund the activities of the Bank in its initial  stages of  operations,  and that
the Bank will generate  sufficient income from operations to fund its activities
on an ongoing basis.

     As of  March  31,  2000,  the Bank  had  concluded  eight  full  months  of
operations, and the Company has total assets of $30,609,798,  an increase of 43%
over December 31, 1999.  Significant  contributors  to the asset growth included
increases  in cash  and  cash  equivalents  of  $3,554,907  or  121%,  loans  of
$4,344,882  or 69% and  investments  of  $1,222,594  or 12%. The growth in these
assets were funded by increased  deposits.  When  compared to December 31, 1999,
deposits increased $9,266,668 or 75%.

     At quarter end the Bank's loan to deposit ratio was 49%.  Management's long
term target for the loan to deposit  ratio is 80%.  The  interest  rates paid on
interest  bearing deposits and the service charge rates for deposit services are
comparable  to local market rates.  Management  is making a concerted  effort to
develop  quality  loan  business  in the local  market and to manage the deposit
growth consistent with expected loan demand.

     The deposit mix at March 31, 2000 was as follows:  $2,307,820 (11% of total
deposits) in noninterest  bearing  demand  deposits:  $15,242,299  (70% of total
deposits) in interest  checking  accounts;  $222,162  (1% of total  deposits) in
savings  accounts;  and $3,877,089 (18% of total deposits) in time deposits.  As
the Bank  continues to grow,  management  expects the deposit mix to become more
heavily weighted  towards the higher costing time deposits,  thus increasing the
average cost of funds and reducing the Bank's net interest margin.

     While the Bank  continues  to build its loan  portfolio,  excess  funds are
invested  in  short  to  intermediate   term   government  and   mortgage-backed
securities.  At March 31, 2000, all securities  were classified as available for
sale  totaling  $11,282,181.   The  current  investment  portfolio  strategy  is
primarily  to  provide   liquidity  for  funding  loans  and  initial  operating
expenditures  and  secondarily  for  earnings   enhancement.   Accordingly,   no
investment  securities have final maturities greater than five years and all are
pledgeable to raise funding through secured borrowing or repurchase agreements.


                                       8
<PAGE>

     The Company had an  accumulated  deficit of $664,558 as of March 31,  2000.
During  the first  three  months of 2000,  the  Company  incurred  a net loss of
$29,607. Prior to commencing operations,  in July 1999, the losses were a result
of expenses  incurred in connection with activities  related to the organization
of the Company and the Bank.

Results of Operations

     Net interest income for the three months ended March 31, 2000 was $249,911.
The Company has interest  expense on interest  bearing  deposits of $126,635 and
the lines of credit of $296 for the first three months of 2000.  Total  interest
income in the first quarter of 2000 was $429,342  including  interest  income on
loans  including  fees totaling  $208,669 and interest  income on investments of
$188,971.  Loan interest  income and deposit  interest  expense in 1999 were not
incurred until the Bank opened on July 26, 1999.

     The provision for loan losses for the three months ended March 31, 2000 was
$52,500.  Since the Bank's loan portfolio is only eight months old, the Bank has
no  historical  data  about  loan  losses  on its  portfolio  on  which  to base
projections for future losses.  Current loan quality  analysis does not indicate
potential loan losses. Until more substantial evidence about potential losses is
developed,  management  believes the Bank should establish an allowance for loan
losses that will approximate between 1.15% and 1.5% of total loans. At March 31,
2000,  the allowance for loan losses was $126,500,  which  represented  1.17% of
total loans.

     Noninterest  income for the three  months ended March 31, 2000 was $56,622.
This  consists  primarily  of  gains  on  sales  of SBA  loans.  Total  proceeds
associated  with these sales were $950,867.  There were no loan sales related to
the period ended March 31, 1999.

     Noninterest  expense for the first quarter of 2000 was  $336,140.  Salaries
and benefits for the three months ended March 31, 2000 and 1999 totaled $181,666
and  $45,258,  respectively.  The increase is due to a change in head count as a
result of the Bank commencing  operations.  The remainder of the expenses relate
primarily  to  operational  costs  for  data  processing,   ATM  processing  and
advertising.

                                       9
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued

     Results of Operations, continued

     Management does not expect the Company to make a quarterly profit until the
second half of 2000,  while it establishes  its position in the local market and
builds its banking services infrastructure. Management continues to believe that
the local market presents good opportunities for business development to support
a growing and profitable  community bank.  Despite the anticipated losses in the
first  years  of  operations,  the  Company  expects  earnings  from  loans  and
investments  and other  banking  services  as well as steady  deposit  growth to
provide sufficient  liquidity for both the short and long term. The Bank intends
to manage its loan growth such that deposit  flows will provide  funding for all
loans as well as cash  reserves  for working  capital and short to  intermediate
term, liquid investments.

Liquidity

     The Bank has established  short-term federal funds purchase lines of credit
with its correspondent banks, which total $6,150,000.  These lines are unsecured
and is designed to provide the Bank with short-term  liquidity.  These lines may
be revoked at any time by the correspondent  banks and are available to the Bank
simply as an  accommodation  for short-term (two weeks or less) liquidity needs.
Additionally,  the Bank has  investments  available for sale of $11,282,181  and
cash and cash equivalents of $6,481,995 to fund operations and loan growth.

     In the early  years,  the  investment  practices  of the Company will limit
investments to highly liquid overnight  investments in  correspondent  banks and
short to intermediate term U.S. Treasury and government agency  securities.  For
the  foreseeable  future,  the  Bank  will  consider  its  investment  portfolio
primarily as a source for liquidity and secondarily as a source for earnings.

 PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 2.    Changes in Securities

           (a)   Not applicable
           (b)   Not applicable
           (c)   Not applicable

Item 3.    Defaults Upon Senior Securities

           Not applicable

Item 4.    Submission of Matters to a Vote of Security Holders

           Matters  submitted  to  security  holders for a vote during the three
           months ended March 31, 2000  included the election of five members of
           the Board of Directors and a proposal to approve the  Company's  1999
           stock incentive  stock plan.  These proposals will be voted on by the
           Company's  shareholders at our annual meeting scheduled for April 19,
           2000.

Item 5.    Other Information

           None

Item 6.    Exhibits and Reports on Form 8-K
           (a)  Exhibits.
           See Exhibit List attached hereto.

(b)       Reports on Form 8-K.
          There were no reports  filed on Form 8-K for the period  ended  March
          31, 2000.

                                       10
<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                          FIRST CAPITAL BANK HOLDING CORPORATION



Date:    May 11, 2000                     By:   /s/ Michael G. Sanchez
                                               ---------------------------------
                                                    Michael G. Sanchez
                                                Chief Executive Officer

Date:    May 11, 2000                      By:  /s/ Timothy S. Ayers
                                               ---------------------------------
                                                    Timothy S. Ayers
                                               Chief Financial Officer


<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number                     Description
--------                   -----------

3.1.              Amended and Restated  Articles of Incorporation  (incorporated
                  by reference to Exhibit 3.1 of the  Registration  Statement on
                  Form SB-2, File No. 333-69973).

3.2.              Bylaws  (incorporated  by  reference  to  Exhibit  3.2  of the
                  Registration Statement on Form SB-2, File No. 333-69973).

4.1.              Form of Certificate of Common Stock (incorporated by reference
                  to Exhibit  4.1 of the  Registration  Statement  on Form SB-2,
                  File No. 333-69973).

4.2.              Escrow  Agreement  by and  between the Company and The Bankers
                  Bank dated  December  22, 1998  (incorporated  by reference to
                  Exhibit 4.2 of the  Registration  Statement on Form SB-2, File
                  No. 333-69973).

5.1.              Opinion  Regarding  Legality  (incorporated  by  reference  to
                  Exhibit 5.1 of the  Registration  Statement on Form SB-2, File
                  No. 333-69973).

5.2.              Opinion of Counsel with  respect to the Common Stock  Purchase
                  Warrants   and  the   underlying   shares  of   Common   Stock
                  (incorporated  by reference to Exhibit 5.2 of the Registration
                  Statement on Form SB-2, File No. 333-69973).

10.1.             Real  Estate  Sales  Contract  for  the  proposed  site of the
                  Company  dated June 16, 1998  (incorporated  by  reference  to
                  Exhibit 10.1 of the Registration  Statement on Form SB-2, File
                  No. 333-69973).

10.2.             Amended  and  Restated   Employment   Agreement   between  the
                  Organizers  of the  Company  and  Michael  G.  Sanchez,  dated
                  September 1, 1998  (incorporated  by reference to Exhibit 10.2
                  of  the   Registration   Statement  on  Form  SB-2,  File  No.
                  333-69973).

10.3.             The  Company's  1999 Stock  Incentive  Plan  (incorporated  by
                  reference to Exhibit 10.3 of the Company's Form 10-KSB for the
                  period ended December 31, 1999).

10.4.             Form  of  Organizer  Warrant   Certificate   (incorporated  by
                  reference  to Exhibit  10.4 of the  Registration  Statement on
                  Form SB-2, File No. 333-69973)

21                Subsidiaries  of the Company  (incorporated  by  reference  to
                  Exhibit 21 of the  Company's  Form 10-KSB for the period ended
                  December 31, 1999).

27.1.             Financial  Data  Schedule for the period ended March 31, 2000.
                  (for SEC use only).