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 September 30, 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                              32035
---------------------------------------------           -------------
    (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 October 6, 2000.

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


<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>
<TABLE>
<CAPTION>

                     FIRST CAPITAL BANK HOLDING CORPORATION

                           CONSOLIDATED BALANCE SHEET

                                                                    SEPTEMBER 30, 1999        DECEMBER 30, 1999
                                                                       (UNAUDITED)                (AUDITED)

                                                                          Assets

<S>                                                                <C>                        <C>
   Cash                                                                     $ 2,768,151                $ 1,056,088
   Federal funds sold                                                         3,432,000                  1,871,000
   Interest bearing deposits with other banks                                   253,427                          -
                                                                       ----------------           ----------------

              Total cash and cash equivalents                                 6,453,578                  2,927,088

   Investments available for sale                                            14,083,977                 10,059,587
   Other investments                                                            277,000                    231,000
   Loans, net                                                                16,679,985                  6,337,579
   Premises and equipment, net                                                1,616,612                  1,646,871
   Other assets                                                                 329,732                    204,357
                                                                        ---------------           ----------------

                                                                            $39,440,884                $21,406,482
                                                                        ===============           ================

                                           Liabilities and Stockholders' Equity

  Deposits:
       Noninterest bearing                                                  $ 2,948,853                $ 1,531,558
       Interest bearing                                                      27,290,574                 10,851,144
                                                                       ----------------           ----------------

              Total deposits                                                 30,239,427                 12,382,702

   Other liabilities                                                             58,120                     11,185
                                                                       ----------------           ----------------

              Total liabilities                                              30,297,547                 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                                                         (557,701)                  (634,951)
   Other comprehensive loss                                                     (17,820)                   (71,312)
                                                                       ----------------           ----------------

              Total stockholders' equity                                      9,143,337                  9,012,595
                                                                       ----------------           ----------------

                                                                           $ 39,440,884               $ 21,406,482
                                                                       ================           ================
</TABLE>

See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                     FIRST CAPITAL BANK HOLDING CORPORATION

                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
   FOR THE THREE MONTHS AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

                                                                Three Months Ended                       Nine Months Ended
                                                                   September 30,                          September 30,
                                                                   -------------                          -------------
                                                              2000              1999                  2000              1999
                                                              ----              ----                  ----              ----


<S>                                                   <C>               <C>                 <C>                  <C>
Interest income:
    Interest and fees on loans                              $ 398,625         $  39,259           $  915,796           $  39,259
    Interest income on investment securities                  224,972            43,405              630,465              43,405
    Interest income on federal funds sold                      60,738            92,581              117,553             131,435
                                                         ------------      ------------          -----------        ------------

           Total interest income                              684,335           175,245            1,663,814             214,099
                                                         ------------      ------------          -----------        ------------

Interest expense:
    Interest bearing deposits                                 274,353            21,261              598,699              21,261
    Other                                                ------------      ------------          -----------        ------------

                                                                   77                 -                  625              33,449
                                                         ------------      ------------          -----------        ------------
           Total interest expense                             274,430            21,261              599,324              54,710


           Net interest income                                409,905           153,984            1,064,490             159,389
                 provision for loan losses                     36,000            35,500              137,000              35,500
                                                         ------------      ------------          -----------        ------------

           Net interest income after
                 provision for loan losses                    373,905           118,484              927,490             123,889
                                                         ------------      ------------          -----------        ------------

Noninterest income:
     Gain on sale of SBA loans                                 30,751                 -               90,099                   -
     Other                                                     53,656             1,120               94,735               1,120
                                                         ------------      ------------          -----------        ------------

                  Total noninterest income                     84,407             1,120              184,834               1,120
                                                         ------------      ------------          -----------        ------------

Noninterest expense:
    Salaries and employee benefits                            196,953           115,626              563,679             255,586
    Occupancy                                                  59,825            27,683              162,506              40,236
    Other                                                     113,064           144,977              308,889             173,408
                                                         ------------      ------------          -----------        ------------

           Total noninterest expense                          369,842           288,286            1,035,074             469,230
                                                         ------------      ------------          -----------        ------------

           Net earnings (loss)                            $    88,470      $   (168,682)         $    77,250          $ (344,221)
                                                         ============      ============          ===========        ============


Other comprehensive loss:
    Unrealized income (loss) arising during the period        116,937           (31,353)              53,493            (31,353)
                                                         ------------      ------------          -----------        ------------

    Comprehensive income (loss)                               205,407          (200,035)             130,743           (375,574)
                                                         ============      ============          ===========        ============


Per Share:
           Net earnings (loss) per share                          .09              (.17)                .08                (.34)
                                                         ============      ============          ===========        ============

                  Shares outstanding                        1,000,000         1,000,000            1,000,000           1,000,000
                                                         ============      ============          ===========        ============

</TABLE>

See accompanying notes to financial statements.

<PAGE>

                     FIRST CAPITAL BANK HOLDING CORPORATION

                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                2000                 1999
                                                                                                ----                 ----

Cash flows from operating activities:

<S>                                                                                   <C>                     <C>
     Net gain (loss)                                                                       $    77,250             $ (344,221)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
             Depreciation, amortization and accretion                                           77,037                  6,151
             Provision for loan losses                                                         137,000                 35,500
                     Gain on sale of loans                                                     (90,099)                 -
             Change in other assets                                                           (150,224)               (89,654)
             Change in other liabilities                                                        46,935                (15,467)
                                                                                       ---------------         --------------

                  Net cash provided by (used in) operating activities                           97,899               (407,691)
                                                                                       ---------------         --------------

Cash flows from investing activities:

     Proceeds from maturities of investments available for sale                              1,005,909                      -
     Purchase of investment securities available for sale                                   (4,915,659)            (5,967,574)
       Purchase of other investments                                                           (46,000)              (231,000)
     Net change in loans                                                                   (12,878,048)            (3,060,985)
       Proceeds from sale of loans                                                           2,488,740                  -
     Purchase of premises and equipment                                                        (83,077)            (1,123,216)
     Payment of organizational expenses                                                                              (281,142)
                                                                                        --------------         --------------

                  Net cash used in investing activities                                    (14,428,134)           (10,663,917)
                                                                                        --------------         --------------

Cash flows from financing activities:

     Net change in deposits                                                                 17,856,725              6,788,669
     Proceeds from sale of common stock                                                          -                 10,000,000
     Repayment of note payable                                                                   -                   (520,678)
     Redemption of organizational shares                                                                                 (500)
                                                                                        --------------         --------------

                  Net cash provided by financing activities                                 17,856,725             16,267,491
                                                                                        --------------         --------------

Change in cash and cash equilvalents                                                         3,526,490              5,195,883

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                                      $    6,453,578          $   5,198,418
                                                                                        ==============         ==============

Supplemental cash flow information:

     Interest paid                                                                     $       684,645          $      52,463
                                                                                         =============          =============


</TABLE>

                See accompanying notes to financial statements.

<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
      September 30, 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 consolidation.

      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.

<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
      September 30, 2000, the Company's 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 $500,000
      payable to the Company and

<PAGE>

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

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
              AND 1999

FORWARD-LOOKING STATEMENTS

The following is a discussion of our financial condition as of and for the
period ended September 30, 2000 compared to December 31, 1999 and the results of
operations for the three months and nine months ended September 30, 2000. The
Bank commenced operations on July 26, 1999. Consequently, results of operations
for the three months and nine months ended September 30, 1999 reflect holding
company activity prior to the opening of the Bank and limited Bank operating
history, and therefore, a comparison with September 30, 1999 is not meaningful.
The discussion should be read in conjunction with our 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 our management, as well as assumptions made by and
information currently available to our management. The words "expect,"
"anticipate," and "believe," as well as similar expressions, are intended to
identify forward-looking statements. Our actual results may differ materially
from the results discussed in the forward-looking statements, and our operating
performance each quarter is subject to various risks and uncertainties that are
discussed in detail in our filings with the Securities and Exchange Commission,
including the "Risk Factors" section in our Registration Statement (Registration
Number 333-69973) as filed with and declared effective by the Securities and
Exchange Commission.

FINANCIAL CONDITION

As of September 30, 2000, the bank had concluded fourteen full months of
operations, and we had total assets of $39,440,884, an increase of 84% over
December 31, 1999. Significant contributors to the asset growth included
increases in cash and cash equivalents of $3,526,490 or 120%, loans of
$10,342,406 or 163% and investments available for sale of $4,024,390 or 40%. The
growth in these assets were funded by increased deposits. When compared to
December 31, 1999, deposits increased $17,856,725 or 144%.

At quarter end, the bank's loan to deposit ratio was 55%. Our 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. We are 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 September 30, 2000 was as follows: $2,948,853 (10% of total
deposits) in noninterest bearing demand deposits: $19,801,820 (65% of total
deposits) in interest checking accounts; $258,491 (1% of total deposits) in
savings accounts; and $7,230,263 (24% of total deposits) in time deposits. As
the bank continues to grow, we expect 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
September 30, 2000, all securities were classified as available for sale
totaling $14,083,977. 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.

We had an accumulated deficit of $557,701 as of September 30, 2000. During the
first nine months of 2000, we had net income of $77,250. Prior to commencing
operations we incurred losses in July 1999 in connection with expenses related
to our organization.

<PAGE>

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

RESULTS OF OPERATIONS

Net interest income for the nine months ended September 30, 2000 was $1,064,490.
We had interest expense on interest bearing deposits of $598,699 for the first
nine months of 2000. Total interest income in the first three quarters of 2000
was $1,663,814 including interest income on loans totaling $915,796 and interest
income on investments of $630,465. Loan interest income and deposit interest
expense in 1999 were not incurred until the bank opened on July 26, 1999, and
totaled $39,259 and $21,261 for the nine months ending September 30, 1999.

The provision for loan losses for the nine months ended September 30, 2000 was
$137,000. Since the bank's loan portfolio is only fourteen months old, the bank
has no historical data about loan losses on its portfolio on which to base
projections for future losses. Until more substantial evidence about potential
losses is developed, we believe the bank should establish an allowance for loan
losses that will approximate between 1.15% and 1.5% of total loans. At September
30, 2000, the allowance for loan losses was $211,000, which represented 1.25% of
total loans.

Noninterest income for the nine months ended September 30, 2000 was $184,834.
This consists primarily of gains on sales of SBA loans. Total proceeds
associated with these sales were $2,488,740. There were no loan sales related to
the period ended September 30, 1999.

Noninterest expense for the first three quarters of 2000 was $1,035,074.
Salaries and benefits for the nine months ended September 30, 2000 and 1999
totaled $563,679 and $255,586, 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 occupancy expenses and operational costs for data
processing, ATM processing and advertising.

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
are 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 $14,083,977 and
cash and cash equivalents of $6,453,578 to fund operations and loan growth.

In the early years, our investment practices 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.

<PAGE>

 PART II.  OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           There are no material pending legal proceedings to which we are a
           party or of which any of our 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

           Not applicable

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
September 30, 2000.

<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:       November 3, 2000           By:   /s/ Michael G. Sanchez
                                             -----------------------------------
                                                 Michael G. Sanchez
                                                 Chief Executive Officer

Date:       November 3, 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).

10.1.             Real Estate Sales Contract for the proposed site of the
                  Company dated September 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).

27.1.             Financial Data Schedule for the period ended September 30,
                  2000. (for SEC use only).