SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                                               

                                      FORM 10-QSB


                       QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT OF 1934


                     For the quarterly period ended March 31, 1999
                            Commission File No. 333-71773

                             HORIZON BANCORPORATION, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                Florida                        65-0840565
       -----------------------     -----------------------------------
      (State of Incorporation)     (I.R.S. Employer Identification No.)

               3005-26th Street West, Bradenton, Florida 34205
               -----------------------------------------------
                   (Address of Principal Executive Offices)

                                 (941) 753-2265
               ------------------------------------------------
               (Issuer's Telephone Number, Including Area Code)

                                 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 Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period 
that the issuer was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.
     Yes   X       No       


     APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number 
of shares outstanding of each of the issuer's classes of common 
equity as of the latest practicable date.
     Common stock, par value $.01 per share, 21,600 shares issued 
and outstanding as of March 31, 1999.
     Transitional Small Business Disclosure Format (Check one):  
     Yes   X       No            

                                   PART I
                            FINANCIAL INFORMATION

     Item 1.  Financial Statements
     -----------------------------

                          Horizon Bancorporation, Inc.
                        (A Development Stage Enterprise)
                            Balance Sheets (Uaudited)


ASSETS
------
                                               March 31,      December 31,
                                                 1999             1998
                                               ---------      ------------
Cash                                           $ 18,839          $ 28,799
Subscriptions receivable                         21,000            21,000
Deferred registration costs (Note 2)             74,645            60,878
Property and equipment, net                      43,952             4,293
Other assets                                     11,266            12,102
                                                -------           -------
  Total Assets                                 $169,702          $127,072
                                                =======           =======

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:
Interest payable                               $    - -          $    601
Note payable (Note 5)                           212,750           109,000
                                                -------           -------
  Total Liabilities                            $212,750          $109,601
                                                =======           =======

Commitments and contingencies (Note 4)

Stockholders, Equity (Note 1):
Common stock, $.01 par value,
  25,000,000 shares authorized,
  21,600 shares issued and outstanding         $    216          $    216
Common stock subscribed                              42                42
Paid-in-capital                                 128,742           128,742
(Deficit) accumulated during
  the development stage                        (172,048)         (111,529)
                                               --------          --------
Total Stockholders' Equity                      (43,048)           17,471
Total Liabilities and                           -------          --------
  Stockholders, Equity                         $169,702          $127,072
                                                =======           =======

                Refer to notes to the financial statements



                               Horizon Bancorporation, Inc.
                             (A Development Stage Enterprise)
                             Statements of Income (Unaudited)


                                                       For the three months
                                                           ended March 31,
                                                       --------------------
                                                       1999            1998
                                                       ----            ----
Revenues:
  Interest income                                 $ 11,505
                                                   -------
    Total revenues                                  11,505
                                                   -------

Expenses:
  Employee leasing                                $ 31,259         Company
  Organizational expenses                           25,261
  Insurance expense                                  2,177           was
  Interest expense                                   2,554
  Rent expense                                       2,290           not
  Advertising & promotional                            812
  Miscellaneous other expenses                       7,671       operational
                                                   -------
    Total expenses                                $ 72,024
                                                   -------
Net (loss)                                        $(60,519)
                                                   =======

Basic (loss) per share (Note 2)                   $     (2.80)
                                                   ==========







                     Refer to notes to the financial statements.


                             Horizon Bancorporation, Inc.
                           (A Development Stage Enterprise)
                           Statements of Income (Unaudited)


                                                       For the three months
                                                           ended March 31,
                                                       --------------------
                                                       1999            1998
                                                       ----            ----
Cash flows from pre-operating
  activities of the development stage:
  Net (loss)                                       (60,519)
  Adjustments to reconcile net (loss) to
    net cash used by pre-operating activities                     Company
    of the development stage:
      (Increase) in deferred registration costs    (13,767)         was
      (Decrease) in accounts payable                  (601)
      Decrease in other assets                       1,601          not
  Net cash used by pre-operating                   -------
    activities of the development stage           $(73,286)     operational
                                                   -------
Cash flows from investing activities
  Purchase of fixed assets                        $(40,424)
                                                   -------
Net cash used in investing activities             $(40,424)
                                                   -------
Cash flows from financing activities:
  Increase in borrowings                          $103,750
                                                   -------
Net cash provided from financing activities       $103,750
                                                   -------

Net (decrease) in cash                            $ (9,960)
Cash at beginning of period                         28,799
                                                   -------
Cash at end of period                             $ 18,839
                                                   =======

Supplemental disclosures of cash flow information;
  Cash paid for:
    Interest                                      $  2,554
                                                   =======
    Income taxes                                  $    - -
                                                   =======







                        Refer to notes to the financial statements


                              Horizon Bancorporation, Inc.
                            (A Development Stage Enterprise)
                       Notes to Financial Statements (Unaudited)
                                     March 31, 1999


Note 1 - Summary of Organization

     Manasota Group, Inc. ("Manasota) was incorporated on May 27, 
1998 for the purpose of becoming a bank holding company with 
respect to a proposed de novo bank, Horizon Bank (the "Bank") to 
be located in Bradenton, Florida.  Manasota was later renamed 
Horizon Bancorporation, Inc., Bradenton, Florida (the "Company"). 
 Accordingly, all financial transactions undertaken by Manasota 
are reflected in the Company's financial statements as of March 
31, 1999 and December 31, 1998.  An application for prior 
approval to charter a bank was filed with the Division of 
Banking, state of Florida ("DBF"). An application for deposit 
insurance was filed with the Federal Deposit Insurance 
Corporation ("FDIC").  Once the application with the DBF is 
approved, two additional applications, both with the Federal 
Reserve Board ("FRB"), will be filed; the first for Bank 
Membership and the second for prior approval to become a bank 
holding company.  When all regulatory applications are approved 
and the minimum stock sale is successfully completed, the Company 
will acquire 100 percent of the voting stock of the Bank by 
injecting a minimum of $5.0 million into the Bank's capital 
accounts.

     The Company is authorized to issue up to 25.0 million shares 
of its $.01 par value per share common stock.  Each share is 
entitled to one vote and shareholders have no preemptive or 
conversion rights.  As of March 31, 1999 and December 31, 1998, 
there were 21,600 shares of the Company's common stock issued and 
outstanding and an additional 4,200 shares subscribed.  
Additionally, the Company has authorized the issuance of up to 
1.0 million shares of its $.01 par value per share preferred 
stock.  The Company's Board of Directors may, without further 
action by the shareholders, direct the issuance of preferred 
stock for any proper corporate purpose with preferences, voting 
powers, conversion rights, qualifications, special or relative 
rights and privileges which could adversely affect the voting 
power or other rights of shareholders of common stock.  As of 
March 31, 1999 and December 31, 1998, there were no shares of the 
Company's preferred stock issued or outstanding.

     The Company's Articles of Incorporation and Bylaws contain 
certain provisions that might be deemed to have potential 
defensive "anti takeover" effect.  These certain provisions 
include: (i) The Board of Directors is divided into three classes 
with members of each class serving three-year terms with the 
election of each class in successive years; (ii) membership on 
the Board of Directors may range from six to twenty members and 
may increase or decrease only by a majority vote of the directors 
then in office; (iii) Board vacancies, including an increase in 
the number of directors, can be filled for the remainder of the 
unexpired term only by a majority vote of the Directors then in 
office; (iv) directors may be removed if at least two-thirds of 
the directors then in office approve the removal as well as by a 
majority vote of the Company's voting stock; (v) special meetings 
of shareholders may be called by a majority vote of the directors 
then in office or by the holders of at least 25% of the 
outstanding voting stock of the Company; (vi) shareholders shall 
not be entitled to take any action by written consent in lieu of 
taking such action at an annual or special meeting of 
shareholders; (vii) certain transactions, such as mergers or 
consolidations, must be approved by the affirmative vote of 
holders of at least two-thirds Company's voting stock, unless 
two-thirds of the directors then in office have approved such 
transaction, in which case the affirmative vote of a majority of 
such holders is required; (viii) amendments to the Company's 
Articles of Incorporation must be approved by the affirmative 
vote of holders of at least two-thirds of the Company's voting 
stock; (ix) amendments to the Company's Bylaws can be approved by 
the Board of Directors or by the shareholders at a duly 
constituted meeting, where such action by the Board of Directors 
requires the vote of two-thirds of the directors then in office 
subject to repeal by the affirmative vote of holders of at least 
two-thirds of the outstanding voting stock of the Company; and 
(x) the issuance of preferred stock described in the previous 
paragraph, which may also be deemed to have an "anti-takeover" 
effect.

     The Company filed a Registration Statement on Form SB-1 with 
the Securities and Exchange Commission offering for sale (i) a 
minimum of 243,638 units, each consisting of one share of the 
Company's $.01 par value common stock plus one warrant to 
purchase up to one additional share of common stock and (ii) a 
minimum of 780,000 and a maximum of 1,116,362 shares of its $.01 
par value common stock (the "Offering").  The Registration 
Statement became effective February 9, 1999.  The sales price for 
each unit and for each share of common stock is $5.50. All 
subscription proceeds are held an Escrow Agent, pending 
acceptance of subscriptions and completion of the Offering. If 
the sale of the minimum (1,023,638) units and shares of common 
stock is not accomplished by the expiration date, as extended, 
all subscriptions will be canceled and all proceeds returned, 
without interest, to the subscribers. If the sale of the minimum 
(1,023,638) units and shares of common stock is accomplished and 
all regulatory approval obtained, the Company will capitalize the 
Bank with at least $5.0 million immediately prior to commencement 
of banking operations.  As of March 31, 1999, proceeds from the 
subscription of 321,808 shares were collected and held by the 
escrow agent.

     Certain organizers of the Company will receive a warrant, or 
a portion thereof, for each share of common stock purchased by 
that organizer.  The number of warrants received will be 
determined by both the number of shares purchased by that 
organizer and the number of shares sold in the offering. If the 
minimum offering is sold, the organizers will receive 
approximately .75 warrant for each share purchased, increasing 
ratably up to a maximum of one warrant per each share purchased 
if the maximum offering is sold.  Each warrant entitles its 
holder to purchase one share of the Company's common stock for 
$5.50 for a period of ten years from the date the Bank opens for 
business. The warrants will vest over a period of three years, at 
one-third per year and beginning on the first anniversary from 
commencement of banking operations.  In addition to the passage 
of time, the vesting of warrants requires each organizer to 
attend a minimum of 75% of the Board of Directors meetings for 
each year during the vesting period.  All warrants, however, will 
become vested upon the change of control of the Bank or the sale 
by the Bank of all or substantially all of its assets, All 
warrants are subject to approval by the banking regulatory 
agencies.

     The Company is a development stage enterprise as defined by 
the Financial Accounting Standards Board Statement No. 7, 
"Accounting and Reporting by Development Stage Enterprises," as 
it devotes substantially all its efforts to establishing a new 
business, its planned principal operations have not commenced and 
there has been no significant revenue from the planned principal 
operations.


Note 2 - Summary of Significant Accounting Policies

Basis of Accounting.
-------------------
     The accounting anti reporting policies of the Company 
conform to generally accepted accounting principles and to 
general practices in the banking industry.  The Company uses the 
accrual basis of accounting by recognizing revenues when they are 
earned and expenses in the period incurred, without regard to the 
time of receipt or payment of cash.  The Company has adopted a 
fiscal year that ends on December 31, effective for the period 
ended December 31, 1998.

Organizational Expenses.
-----------------------
     Organizational costs are costs that have been incurred in 
the expectation that they will generate future revenues or 
otherwise benefit periods after the Company reaches the operating 
stage.  Organizational costs generally include incorporation, 
legal and accounting fees incurred in connection with 
establishing the Company.  In accordance with recent accounting 
pronouncements, all organizational expenses were expensed when 
incurred.

Deferred Registration Costs.
---------------------------
     Deferred registration costs are deferred and incremental 
costs incurred by the company in connection with the issuance of 
its own stock.  Deferred registration costs do not include any 
allocation of salaries, overhead or similar costs. In a 
successful offering, deferred registration costs are deducted 
from the Company's paid-in-capital account Registration costs 
associated with an unsuccessful offering are charged to 
operations in the period during which the offering is deemed 
unsuccessful.

Income Taxes.
------------
     The Company will be subject to taxation whenever taxable 
income is generated.  As of March 31, 1999 and December 31, 1998, 
no income taxes had been accrued since no taxable income had been 
generated.

Basic (Loss) Per Share.
----------------------
     Basic loss per share of $(2.80) is based on 21,600 shares 
outstanding.  Note that the above result is not indicative of 
future performance since planned principal operations have not 
commenced.

Statement of Cash Flows.
-----------------------
     The statement of cash flows was prepared using the indirect 
method.  Under this method, net loss was reconciled to net cash 
flows from pro-operating activities by adjusting for the effects 
of current assets and short term liabilities.


Note 3 - Commitments and Contingencies

     In connection with the Company's formation and the 
organization of its subsidiary Bank, the Company has entered into 
three separate agreements with a bank consulting firm, a law firm 
and an accounting firm to assist it in: (i) preparing and filing 
all organizational and incorporation papers; (ii) preparing and 
filing applications with the bank regulatory authorities 
concerning the formation of a bank holding company and the 
organization of a State chartered bank; (iii) preparing a 
Registration Statement on Form SB-1, including the financial 
audit and filing same with the Securities and Exchange 
commission; and (iv) drafting of employment agreements, stock 
option plans and other matters relating to compensation.  The 
aggregate cost of the above services is estimated to approximate 
$118,000 and may vary depending upon the degree of complexity and 
time spent on the above projects.

     On June 8, 1998, the Company entered into an agreement (the 
"Consulting Agreement") with one of its organizers who will serve 
as the Company's and the Bank's President and Chief Executive 
Officer (the "CEO"). The Consulting Agreement, which commenced 
June 15, 1998, is for a term of the earlier of (i) twelve months 
or (ii) the date the Bank is no longer in the organization period 
and has opened for business.  Under the terms of the Consulting 
Agreement, the CEO, for his services and efforts relating to 
organizational matters of the Bank and the Company, is to be paid 
$5,000 monthly until the Bank application is filed with the 
regulators, $6,000 monthly until the minimum number shares of 
stock is sold in the Offering and $8,000 monthly until the Bank 
is opened.  The Consulting Agreement provides for other customary 
benefits, such as health, life and disability insurance.  Also, 
upon the Bank's opening for business, the CEO will receive a 
$16,000 bonus.  The CEO is currently being paid through an 
employee leasing arrangement funded by the Company.

     On October 28, 1998, the Company and the above CEO entered 
into an employment agreement (the "Employment Agreement") which 
will become effective when the Consulting Agreement terminates.  
However, if the Consulting Agreement is extended, then the 
Employment Agreement is effective at the earlier of commencement 
of banking operations or December 31, 1999.  The Employment 
Agreement provides for an annual salary of $96,000 plus an annual 
percentage increase identical to the increase in the Consumer 
Price Index.  In addition, the CEO may receive a performance 
bonus ranging from 10% to 50% of his annual base salary if 
certain performance objectives are met.  The CEO would also be 
entitled to other customary benefits such as annual vacation, 
medical and life insurance, etc.  The Employment Agreement also 
provides for the granting of stock options to purchase shares 
equal to 3% of the total shares sold in the Offering.  The 
options would vest ratably over a five-year period, with an 
exercise price of $5.50 and an expiration date of ten years from 
the date of issue.

     The organizers as a group capitalized the Company by 
acquiring 21,600 shares of the Company's common stock for an 
aggregate amount of $108,000.  Additionally, several organizers 
subscribed for an additional 4,200 shares for an aggregate price 
of $21,000. The organizers paid these funds subsequent to the 
date of there financial statements but prior to the issuance of 
this report.  All shares purchased (21,600) or subscribed (4,200) 
by the organizers will be redeemed and $129,000 will be returned 
to the organizers once the minimum Offering is satisfied.

     On September 30, 1998, the Company entered into an agreement 
to purchase a 1.05 acre parcel for $407,500.  The land will be 
used as the site for the proposed Banks main office.  An earnest 
money deposit in the amount of $10,000 has been deposited with an 
escrow agent and is reflected under "other assets" in the 
Company's Balance sheet at March 31, 1999 and December 32, 1998. 
 An additional $40,000 is due upon local government approval of 
the site plan and usage.  Assuming all contingencies, such as 
regulatory approvals to operate both a holding company and a 
bank, are satisfied, the final transaction to purchase the site 
should be completed no later than July 14, 1999.  The proposed 
Bank intends to build a one-story facility with approximately 
5,000 square feet (expandable to 7,000 square feet) of finished 
space.  Total construction costs are estimated at $665,000 with 
an additional estimate of $258,000 for furniture and equipment.

     On October 8, 1998, the Company entered into a one-year 
lease arrangement, with a minimum of nine months, covering office 
space from which it currently operates.  Additional space was 
leased during the first quarter of 1999 under similar 
arrangements.  The total monthly lease expense is $845.

     Please refer to Note I concerning warrants to organizers.


Note 4 - Related Party Transactions

     Please refer to Note 1 for a discussion concerning the 
organizers' warrants.

     Please refer to Note 3 for discussions concerning:

     (i)   The CEO's Consulting Agreement and Employment Agreement, and;

     (ii)  The organizers, stock subscriptions and purchases, as well as 
           their stock redemptions.


Note 5 - Note Payable

     In order to fund expenses incurred during the organizational 
stage, the Company obtained a loan from an unrelated financial 
institution in the amount of $300,000 and in the form of a one-
year non-revolving line of credit.  The line of credit carries an 
interest rate of prime minus 1% with interest payable monthly. 
The collateral includes the Company's furniture, equipment and 
leasehold improvements, as well the personal guarantees of 
certain organizers.  As of March 31, 1999 and December 31, 1998, 
the Company had drawn from the line of credit the amounts of 
$212,750 and $109,000, respectively.

Item 2:     Management Discussion and Analysis of Financial
            Condition and Results of Operation.
            -----------------------------------

     The Company was incorporated in the State of Florida on May 
27, 1998, under the name of Manasota Group, Inc.  In anticipation 
of the filing for regulatory approval for the Bank, the Company 
amended its Articles of Incorporation on October 2, 1998, changing 
the name to Horizon Bancorporation, Inc.  The Company further 
amended its Articles of Incorporation to include the authorization 
of additional capital stock and anti-takeover provisions typical 
in the case of a bank holding company for a community bank.  On 
October 12, 1998, the Bank filed an application for a charter to 
be granted by the Florida Department of Banking and Finance and an 
application for insurance of its deposits to be issued by the 
FDIC.  The FDIC application was approved on May 3, 1999.  Once the 
charter is granted, the Company will apply to the Board of 
Governors of the Federal Reserve System for authority to become a 
bank holding company, and the Bank will apply to the Federal 
Reserve for membership as a state member bank. 

     The Company filed a Registration Statement on Form SB-1 with 
the Securities and Exchange Commission which Registration Statement 
became effective February 9, 1999.  Pursuant to the Registration 
Statement, 1,116,362 shares of common stock, par value $.01 per 
share (the "Common Stock"), and 243,638 units, each unit 
consisting of one share of Common Stock and one warrant to purchase 
one share of Common Stock (the "Units," or singly, a "Unit"), 
were registered for sale at an offering price of $5.50 per share or 
Unit.  As of May 10, 1999, the Company has received subscriptions 
for all of the Units and 271,162 shares of the Common Stock.  The 
Company continues to solicit subscriptions for shares of the Common 
Stock pursuant to the offering.

     Management hopes to secure all regulatory approvals by the end 
of June 1999.  Thereafter, upon the sale of a minimum of 780,000 
shares of the Common Stock, the Bank will construct a 5,000 square 
foot building to house its main banking facility and the Company's 
headquarters at 900-53rd Avenue, East, in Bradenton, on land that is 
currently under contract.  During construction, which is expected to 
last about six months, the Bank will operate at the site from a 
temporary modular facility.



                                      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.
         ---------------------

          (a)  None.
          (b)  None.

Item 3.  Defaults Upon Senior Securities.
         -------------------------------

          None.

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

          None.

Item 5.  Other Information.
         -----------------

          None.

Item 6.  Exhibits and Reports on Form 8-K.
         --------------------------------

         A.  Exhibits:

             2(a)  Articles of Incorporation of Registrant (incorporated by
                   reference to Exhibit 2.1 of Registration Statement on 
                   Form SB-1, File No. 333-71773)

             2(b)  Bylaws of Registrant (incorporated by reference to 
                   Exhibit 2.2 of Registration Statement on Form SB-1, 
                   File No. 333-71773)

             27    Financial Data Schedule

         B.  Reports on Form 8-K

     There were no reports on Form 8-K filed during the quarter ended March 
31, 1999.

SIGNATURES

     Pursuant to 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.

HORIZON BANCORPORATION, INC.

                                          (Registrant)

Date:  May 17, 1999              BY:  /s/ Charles S. Conoley
                                    ----------------------------
                                    Charles S. Conoley
                                    President and Chief 
                                    Executive Officer

11