<PAGE>

                                 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, 1999

                                      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.)

            1875A 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 issurer: (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:

   Ten (10) shares of common stock, $.01 par value per share, issued and
outstanding as of May 19, 1999. Registrant is currently offering its stock for
sale pursuant  to a Registration Statement on Form SB-2, which the SEC declared
effective on April 12, 1999.

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

                                      -1-
<PAGE>

                    FIRST CAPITAL BANK HOLDING CORPORATION
                       (A Development Stage 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.

                                      -2-
<PAGE>

                    FIRST CAPITAL BANK HOLDING CORPORATION
                       (A Development Stage Corporation)

                                 Balance Sheet

                                March 31, 1999

                                  (Unaudited)

                                    Assets
                                    ------

Cash                                                                $   1,501
Premises and equipment, net                                           439,759
Deferred offering expenses                                             83,495
Other assets                                                              307
                                                                    ---------
                                                                    $ 525,062
                                                                    =========

                     Liabilities and Stockholders' Deficit
                     -------------------------------------

Accrued interest payable                                            $  13,014
Accounts payable and accrued expenses                                   4,486
Note payable - line of credit                                         774,678
                                                                    ---------
          Total liabilities                                           792,178
                                                                    =========

Stockholders' deficit:
   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;
      10 shares issued and outstanding                                      -
   Additional paid-in capital                                             500
   Deficit accumulated during the development stage                  (267,616)
                                                                    ---------
          Total stockholders' deficit                                (267,116)
                                                                    ---------
                                                                    $ 525,062
                                                                    =========

See accompanying notes to financial statements.

                                      -3-
<PAGE>

                    FIRST CAPITAL BANK HOLDING CORPORATION
                       (A Development Stage Corporation)

                            Statement of Operations

                 For the Three Months Ended March 31, 1999 and
          the Period from July 29, 1998 (inception) to March 31, 1999

                                  (Unaudited)

                                         Three Months     Cumulative
                                            Ended          Through
                                        March 31, 1999  March 31, 1999
                                        --------------  --------------
Expenses:
   Salaries and employee benefits           $45,258          99,932
   Consulting fees                                -          54,102
   Application fees                             250          21,394
   Interest                                  16,305          29,226
   Occupancy                                  5,993          14,145
   Other operating                            9,172          48,817
                                            -------         -------
         Net loss                           $76,978         267,616
                                            =======         =======
Net loss per share                          $   .13             .44
                                            =======         =======


See accompanying notes to financial statements.

                                      -4-
<PAGE>

                    FIRST CAPITAL BANK HOLDING CORPORATION
                       (A Development Stage Corporation)

                            Statement of Cash Flows

                 For the Three Months Ended March 31, 1999 and
          the Period from July 29, 1998 (inception) to March 31, 1999

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three Months      Cumulative
                                                                               Ended           Through
                                                                          March 31, 1999   March 31, 1999
                                                                          --------------   --------------
<S>                                                                     <C>              <C>
Cash flows from operating activities:
   Net loss                                                                  $ (76,978)        (267,616)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation expense                                                     1,161            3,482
        Decrease (increase) in other assets                                        486             (307)
        Increase in accrued interest payable                                     6,433           13,014
        (Decrease) increase in accounts payable and accrued expenses           (43,105)           4,486
                                                                             ---------         --------
            Net cash used in operating activities                             (112,003)        (246,941)
                                                                             ---------         --------
Cash flows from investing activities:
   Purchase of premises and equipment                                         (140,059)        (443,241)
   Payments for deferred stock offering expenses                                (2,972)         (83,495)
                                                                             ---------         --------
            Net cash used in investing activities                             (143,031)        (526,736)
                                                                             ---------         --------
Cash flows from financing activities:
   Proceeds from note payable                                                  254,000          774,678
   Proceeds from issuance of common stock                                            -              500
                                                                             ---------         --------
            Net cash provided by financing activities                          254,000          775,178
                                                                             ---------         --------
Net (decrease) increase in cash                                                 (1,034)           1,501
Cash at beginning of period                                                      2,535                -
                                                                             ---------         --------
Cash at end of period                                                        $   1,501            1,501
                                                                             =========         ========
Supplemental disclosure of cash flow information:
   Interest paid                                                             $   9,872           16,212
                                                                             =========         ========
</TABLE>



See accompanying notes to financial statements.

                                      -5-
<PAGE>

                    FIRST CAPITAL BANK HOLDING CORPORATION
                       (A Development Stage Corporation)

                         Notes to Financial Statements

(1)  Organization
     ------------
     First Capital Bank Holding Corporation (the "Company") was incorporated for
     the purpose of becoming a bank holding company. The Company intends to
     acquire 100% of the outstanding common stock of First National Bank of
     Nassau County (the "Bank") (in organization), which will operate in the
     Fernandina Beach, Florida area. The organizers of the Bank filed a joint
     application to charter the Bank with the Office of the Comptroller of
     Currency and the Federal Deposit Insurance Corporation on September 30,
     1998. Provided that the application is timely approved and necessary
     capital is raised, it is expected that operations will commence in the
     third quarter of 1999.

     The Company plans to raise between $6,100,000 and $10,000,000 through an
     offering of its common stock at $10 per share, of which $6,000,000 will be
     used to capitalize the Bank. The organizers and directors expect to
     subscribe for a minimum of approximately $3,000,000 of the Company's stock.

     The Company is authorized to issue and sell up to 165,000 warrants in this
     offering to the organizers. Each warrant entitles the holder to purchase
     one share of common stock at an exercise price of $10.00 per share for a
     period of five years beginning on the date the Bank opens for business. The
     warrants will become exercisable in equal amounts beginning on the date the
     Bank opens for business and on each of the four succeeding anniversaries of
     that date. Each organizer will be granted one warrant for every two shares
     that he or she purchases in the offering, assuming 900,000 shares are sold
     in the offering. However, if less than 900,000 shares are sold in the
     offering, the organizers will receive fewer warrants so that the number of
     warrants to be granted to the organizers, plus the number of options to be
     granted under the incentive stock option plan, will not exceed 23% of the
     total number shares outstanding after the offering. The Company has also
     reserved 100,000 shares for the issuance of options under an employee
     incentive sotck option plan.

(2)  Summary of Significant Accounting Policies
     ------------------------------------------
     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.

     Organization Costs

     Costs incurred for the organization of the Company and the Bank (consisting
     principally of legal, accounting, consulting and incorporation fees) are
     expensed as incurred.

     Deferred Offering Expenses

     Costs incurred in connection with the stock offering, consisting of direct,
     incremental costs of the offering, are deferred and will be offset against
     the proceeds of the stock sale as a charge to additional paid in capital.

     Pre-Opening expenses

     Costs incurred for overhead and other operating expenses are included in
     the current period's operating results.

                                      -6-
<PAGE>

                    FIRST CAPITAL BANK HOLDING CORPORATION
                       (A Development Stage Corporation)

                   Notes to Financial Statements, continued


(2)  Summary of Significant Accounting Policies, continued
     ------------------------------------------
     Proforma Net Loss Per Common Share

     Proforma net loss per common share was calculated by dividing net loss by
     the minimum number (610,000) of common shares, which would be outstanding
     should the offering be successful, as prescribed in Staff Accounting
     Bulletin Topic 1:B.

(3)  Liquidity and Going Concern Considerations
     ------------------------------------------
     The Company incurred a net loss of $267,616 for the period from July 29,
     1998 (inception) to March 31, 1999. Management believes that the current
     level of expenditures are well within the financial capabilities of the
     organizers and adequate to meet existing obligations and fund current
     operations, but obtaining final regulatory approvals and commencing banking
     operations is dependent on successfully completing the stock offering.

     To provide permanent funding for its operation, the Company is currently
     offering a minimum of 610,000 and a maximum of 1,000,000 shares of its
     common stock, $.01 par value, at $10 per share in an initial public
     offering. Costs related to the organization and registration of the Bank's
     common stock will be paid from the gross proceeds of the offering. Shares
     issued which are outstanding at March 31, 1999 will be redeemed
     concurrently with the consummation of the offering. Should subscriptions
     for the minimum offering not be obtained, amounts paid by the subscribers
     with their subscriptions will be returned and the offer withdrawn.

     Organization, offering and pre-opening costs incurred prior to the opening
     for business will be funded under a $1,500,000 line of credit. The terms of
     the existing line of credit, which is guaranteed by the organizers, include
     a maturity of July 29, 1999 and interest calculated at the prime interest
     rate.

(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 and Related Party Transactions
     ------------------------------------------
     On August 19, 1998 the Company entered into an operating lease agreement
     with two of the organizers for space which will serve as the temporary main
     office of the Company and the Bank at a rate of $1,200 per month, subject
     to increase after 6 months. The lease expires on June 30, 1999 and can be
     canceled with a 30 day written notice.

     Land on which the main office will be constructed was purchased from a
     company owned by the spouse of one of the organizers.

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

                                      -7-
<PAGE>

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

     The Company was organized on July 29, 1998 (the "Inception"). Since the
Inception, the Company's principal activities have been related to its
organization, the conducting of its initial public offering, the pursuit of
approvals from the Office of the Comptroller of the Currency (the "OCC") and
Federal Deposit Insurance Corporation (the "FDIC") of its application to charter
the Bank, and the pursuit of approvals from the Federal Reserve Board for the
Company to acquire control of the Bank.

     At March 31, 1999, the Company had total assets of $525,062. These assets
consisted principally of deferred offering expenses of $83,495, cash of $1,501,
premises and equipment of $439,759. Premises and equipment consists primarily of
improvements to the Bank's current main office site and the acquisition of land
related to the Bank's permanent facility. Additiionally, the Company expects to
spend approximately $850,000 related construction costs associated with the
Bank's permanent facility.

     The Company's liabilities at March 31, 1999 were $792,178 and consisted
primarily of advances under a line of credit from a bank of $774,678, and
accounts payable and accrued interest expenses of $13,014. The Company's line of
credit with The Bankers Bank is in the amount of $1,500,000, and the balance of
$725,322 is available to fund future organization expenses and expenditures
related to premises and equipment. The Company had a stockholders' deficit of
$267,116  at March 31, 1999.

     The Company had a net loss of $76,978 for the quarter ended March 31, 1999,
and $267,616 cumulatively  from Inception through March 31, 1999, or a pro forma
net loss of $.13 per share for the quarter ended March 31, 1999 and $.44 per
share cumulatively since Inception (assuming the sale of the minimum number of
shares in the offering were outstanding during the entire period). This loss
resulted from expenses incurred in connection with activities related to the
organization of the Company and the Bank. These activities included (without
limitation) the preparation and filing of an application with the OCC and the
FDIC to charter the Bank, the preparation of an application with the Federal
Reserve Board for approval of the Company to acquire the Bank, responding to
questions and providing additional information to the OCC, the FDIC and the
Federal Reserve Board in connection with the application process, preparation of
a Prospectus and filing a Registration Statement with the Securities and
Exchange Commission (the "SEC"), the selling of the Company's common stock,
meetings and discussions among various organizers regarding application and SEC
filing information, target markets and capitalization issues, hiring qualified
personnel to work for the Bank, conducting public relation activities on behalf
of the Bank, developing prospective business contacts for the Bank and the
Company, and taking other actions necessary for a successful bank opening.
Because the Company was in the organization stage, it had no operations from
which to generate revenues.

     A minimum of $6,000,000 of the proceeds of the Offering will be used to
capitalize the Bank and the remainder will be used to pay organization expenses
of the Company and provide working capital, including additional 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. For purposes of its charter application
with the OCC, the organizers estimated the Company's deficit when the Bank opens
to be approximately $500,000, although the actual deficit may be significantly
higher or lower. The Company believes that income from the operations of the
Bank will be sufficient to fund the activities of the Company on an ongoing
basis; however, there can be no assurance that either the Bank or the Company
will achieve any particular level of profitability. The Company has obtained an
$1,500,000 line of credit guaranteed by the organizers to provide the necessary
funding to cover costs and expenses the Company is expected to incur prior to
the completion of the Offering. In the event the proceeds of the Offering are
insufficient to provide the minimum initial funding needed for regulatory
approval, the proceeds from the Offering will be returned to the investors, the
Offering withdrawn, and the organizers will assume the obligations of the
Company.

                                      -8-
<PAGE>

                          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

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 March 31, 1999.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Not applicable
         (b)  Not applicable


                                      -9-
<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


                                /s/ Michael G. Sanchez
                                -----------------------
                                Michael G. Sanchez
                                Chief Executive Officer

                                      -10-