U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

X        Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 For the quarterly period ended March 31, 2000

___      Transition report under Section 13 or 15(d) of the Exchange Act
         For the transition period from _______________ to ________________

                          Commission File No. 333-70589

                              NEW COMMERCE BANCORP
            -------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

          South Carolina                             58-2403844
          --------------                             ----------
     (State of Incorporation)           (I.R.S. Employer Identification No.)

              501 New Commerce Court, Mauldin, South Carolina 29662
        ---------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (864) 297-6333
                             ----------------------
                (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  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 X No

         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, par value $.01 per share, outstanding as of May 5, 2000.

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


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                              New Commerce BanCorp
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                          March 31,                    December 31,
                                                                             2000                           1999
                                                                          (Unaudited)                    (Audited)
                                                                          -----------                    ---------
Assets

<S>                                                                      <C>                           <C>
Cash and due from banks                                                  $ 1,830,572                   $ 1,608,350
Federal funds sold                                                         1,508,719                     5,838,023
Securities, available for sale                                             6,177,616                     3,019,557
Securities, held to maturity                                                 940,302                       965,005
Federal Reserve Bank stock                                                   237,250                       237,250
Federal Home Loan Bank stock                                                  38,200                        38,200
Loans - net                                                               13,560,448                    12,855,083
Property - at cost, less accumulated
   depreciation                                                            3,168,689                     2,585,116
Other assets                                                                 576,633                       400,758
                                                                       -------------                 -------------
Total assets                                                             $28,038,429                   $27,547,342
                                                                       =============                 =============

Liabilities and Shareholders' Equity

Deposits                                                                 $19,004,383                   $18,390,695
Accrued expenses and other liabilities                                       120,068                       144,548
                                                                       -------------                 -------------
Total liabilities                                                         19,124,451                    18,535,243
                                                                       -------------                 -------------
Shareholders' Equity

 Common stock - $.01par value,  authorized
     10,000,000 shares,  1,000,000 shares
     issued and outstanding at March 31, 2000 and
     December 31, 1999                                                       10,000                         10,000
Additional paid-in capital                                                9,741,658                      9,741,658
Retained earnings (deficit)                                               ( 786,307)                      (714,544)
Net unrealized holding loss on securities
  Available for sale                                                        (51,373)                       (25,015)
                                                                       ------------                  -------------
Total shareholders' equity                                                8,913,978                      9,012,099
                                                                       ------------                  -------------
Total liabilities and shareholders' equity                              $28,038,429                    $27,547,342
                                                                       ============                  =============

</TABLE>

See Notes to  Consolidated  Financial  Statements  which are an integral part of
these statements.


<PAGE>


PART I - FINANCIAL INFORMATION (continued)

Item 1. Financial Statements (continued)

                              New Commerce BanCorp
                      Consolidated Statements of Operations
                       For the three months ended March 31
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                            2000                    1999
                                                                            ----                    ----

<S>                                                                    <C>                   <C>
INTEREST INCOME
   Loans (including fees)                                              $   316,429           $         ---
   Investment securities                                                   111,169                   6,184
   Federal funds sold                                                       47,139                     ---
                                                                   ---------------         ---------------
   Total interest income                                                   474,737                   6,184
                                                                   ---------------         ---------------

INTEREST EXPENSE
   Deposits                                                                200,507                     ---
                                                                   ---------------         ---------------
NET INTEREST INCOME                                                        274,230                   6,184

Provision for Possible Loan Losses                                         20,304                     ---
                                                                   ---------------         ---------------
NET INTEREST INCOME AFTER

   PROVISION FOR LOAN LOSSES                                               253,926                   6,184
NONINTEREST INCOME

   Service charges                                                           8,864                     ---
   Other                                                                    13,987                     ---
                                                                   ---------------         ---------------
         Total noninterest income                                           22,851                     ---
                                                                   ---------------         ---------------

TOTAL INCOME                                                               276,777                   6,184

NONINTEREST EXPENSES
   Salaries and employee benefits                                          201,875                  82,919
   Occupancy, office and equipment                                          66,148                   6,638
   Data processing                                                          15,470                     ---
   Postage and supplies                                                     13,262                     ---
   Marketing                                                                31,530                     ---
   Other                                                                    50,216                  68,104
                                                                   ---------------         ---------------
   Total noninterest expense                                               378,501                 157,661
                                                                   ---------------         ---------------
LOSS BEFORE INCOME TAX BENEFIT                                            (101,724)               (151,477)

INCOME TAX BENEFIT                                                         (29,961)               (  ---  )
                                                                   ---------------         ---------------
NET LOSS                                                              $    (71,763)         $     (151,477)
                                                                   ===============         ===============


Net loss Per Common Share                                             $       (.07)         $         (.76)
                                                                   ===============         ===============
</TABLE>

See Notes to  Consolidated  Financial  Statements  which are an integral part of
these statements.


<PAGE>



PART I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

                              New Commerce BanCorp
                 Consolidated Statements of Shareholders' Equity
                       for the period ended March 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                 Common Stock                                      Accumulated
                                             -------------------                                   -----------
                                                                       Additional    Retained         Other            Total
                                                                        paid-in      Earnings     comprehensive    Shareholder's
                                             Shares        Amount        capital     (Deficit)        income           Equity
                                             ------        ------        -------     ---------        ------           ------
<S>                                     <C>            <C>          <C>           <C>            <C>              <C>
Balance, December 31, 1999                  1,000,000      $10,000      $9,741,658    $(714,544)     $ (25,015)       $9,012,099

Net loss                                           --           --              --      (71,763)            --           (71,763)

Other comprehensive income (loss),
 net of tax:
    Net change in unrealized holding losses
    on securities available for sale               --           --              --           --        (26,358)          (26,358)
                                          -----------     --------      ----------    ---------     ----------      ------------
Comprehensive income                               --           --              --           --        (51,373)

Balance, March 31, 2000                     1,000,000      $10,000      $9,741,658    $(786,307)    $  (51,373)       $8,913,978
                                          -----------     --------      ----------    ---------     ----------      ------------


</TABLE>

See Notes to  Consolidated  Financial  Statements  which are an integral part of
these statements.


<PAGE>


PART I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

                              New Commerce BanCorp
                       Unaudited Statements of Cash Flows
                          From December 31 to March 31

<TABLE>
<CAPTION>
                                                                       2000               1999
                                                                       ----               ----
<S>                                                    <C>                      <C>
OPERATING ACTIVITIES
   Net loss                                                        $  (71,763)     $   (151,477)
   Adjustments to reconcile net loss to net cash
     used for operating activities
   Depreciation                                                        15,000              ---
   Provision for possible loan loss                                    20,304              ---
   Deferred income tax benefit                                        (29,961)             ---
    Increase in other assets                                         (145,914)             ---
   Decrease in accrued expenses and other liabilities                 (24,480)             ---
                                                                -------------      -----------
                                                                     (236,814)        (151,477)
Net cash used for operating activities                          -------------      -----------


INVESTING ACTIVITIES
   Net decrease in federal funds sold                               4,329,304              ---
   Purchase of investment securities                               (3,159,714)             ---
   Net increase in loans                                            ( 725,669)             ---
   Capital expenditures for property                                ( 598,573)        (692,442)

   Increase in deferred stock issuance and organization costs             ---          (47,443)

   Decrease in real estate options                                     19,800              ---
                                                                -------------      -----------
   Net cash used for investing activities                            (154,652)        (720,085)
                                                                -------------      -----------

FINANCING ACTIVITIES
   Net increase in deposits                                           613,688              ---
                                                                -------------      -----------
   Net cash provided by financing activities                          613,688              ---
   NET INCREASE(DECREASE) IN CASH AND DUE FROM BANKS                  222,222         (871,562)
                                                                -------------      -----------
   Cash and Due From Banks, Beginning of Year                       1,608,350        1,762,031
                                                                -------------      -----------
   Cash and Due From Banks, End of Year                         $   1,830,572      $   890,469
                                                                =============      ===========
CASH PAID FOR
   Interest                                                     $     194,212      $       ---
                                                                =============      ===========

   Income Taxes                                                 $         ---      $       ---
                                                                =============      ===========
</TABLE>

See Notes to  Consolidated  Financial  Statements  which are an integral part of
these statements.


<PAGE>


PART I - FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)

                              New Commerce BanCorp
                          Notes to Financial Statements
                                   (Unaudited)

Note 1 - Organization and Basis of Presentation

Business activity and organization

         New Commerce  Bancorp (the "Company") was  incorporated to operate as a
bank holding  company  pursuant to the Federal Bank Holding  Company Act of 1956
and the South  Carolina  Bank Holding  Company Act, and to purchase  100% of the
issued and outstanding  stock of New Commerce Bank (the "Bank"),  an association
organized  under the laws of the United  States,  to  conduct a general  banking
business in Simpsonville, South Carolina.

         Since  inception  through  May 17,  1999,  the  Company  had engaged in
organizational  and  pre-opening   activities  necessary  to  obtain  regulatory
approvals and to prepare its  subsidiary,  the Bank,  to commence  business as a
financial institution. The Bank opened for business on May 17, 1999. The Bank is
primarily  engaged in the  business of  accepting  demand  deposits  and savings
insured by the Federal Deposit Insurance Corporation,  and providing commercial,
consumer and mortgage loans to the general public.

         The Company sold  1,000,000 at $10 per share.  The Company  capitalized
the Bank with  $8,250,000  of the net  proceeds of the  offering and the sale of
shares to the organizers.  The remaining net offering proceeds are being used to
pay organization expenses of the Company and to provide general working capital,
including  additional  future capital for investment in the Bank, if needed.  We
believe this amount will be sufficient to fund the activities of the Company and
the Bank in their initial stages of operations,  and that the Bank will generate
sufficient  income from  operations to fund its  activities on an ongoing basis.
However,  we cannot be sure that either the Bank or the Company will achieve any
particular level of profitability or that we will not need additional capital in
the future.

Basis of Presentation

         The accompanying  unaudited financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the instructions to Form 10-QSB.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended March 31, 2000 are not necessarily  indicative of the results
for the year ending  December 31, 2000.  For further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's  Form 10-KSB for the period  ended  December  31,  1999  (Registration
Number 333-70589) as filed with the Securities and Exchange Commission.

         Until the Bank  opened for  business on May 17,  1999,  the Company was
accounted  for as a  development  stage  enterprise  as defined by  Statement of
Financial  Accounting  Standards No. 7, "Accounting and Reporting by Development
Stage  Enterprises," as the Company devoted  substantially all of its efforts to
establishing a new business. When the Bank opened, certain reclassifications and
adjustments were made to the financial statements to reflect that the Company is
now accounted for as an operating company.

Note 2 - Stock Option Plan

         On August 26, 1999, the Company  adopted a stock incentive plan for the
benefit of the directors,  officers,  and employees of the Company and the Bank.
Under the plan,  the Company may grant up to


<PAGE>

150,000 options at an option price per share not less than the fair market value
on the date of grant.  On August 26, 1999,  the Company  granted  135,000  stock
options  that  expire 10 years  from the grant  date and are  subject to various
vesting schedules to directors,  officers and employees. The Company has adopted
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation".

Note 3 - Net Loss Per Common Share

         SFAS No. 128,  "Earnings Per Share"  requires that the Company  present
basic and diluted net income per share.  Net loss per common share is calculated
by dividing net loss by the weighted average number of common shares outstanding
for each  period  presented.  The  weighted  average  number  of  common  shares
outstanding  for basic net loss per  common  share was  1,000,000  for the three
months  ended  March  31,  2000.  The  Company  did not  have any  common  stock
equivalents  during  the three  months  ended  March  31,  2000.  Stock  options
outstanding  had no  effect  on  the  computation  of  weighted  average  shares
outstanding.

Note 4 - FASB Accounting Standards

         In June 1998,  the FASB issued  SFAS 133,  "Accounting  for  Derivative
Instruments and Hedging Activities".  All derivatives are to be measured at fair
value  and  recognized  in the  balance  sheet as assets  or  liabilities.  This
statement's  effective date was delayed by the issuance of SFAS 137 ("Accounting
for Derivative Instruments and Hedging Activities-Deferral of the Effective Date
of SFAS 133,"and is effective for fiscal years and quarters beginning after June
15, 2000.  The Company does not expect that the adoption of SFAS 133 will have a
material  impact on the  presentation  of the  Company's  financial  results  or
financial position.

         In  October   1998,   the  FASB  issued  SFAS  134,   "Accounting   for
Mortgage-Backed  Securities  Retained after the Securitization of Mortgage Loans
Held for sale by a Mortgage Banking  Enterprise.  The new statement  establishes
accounting and reporting  standards for certain  activities of mortgage  banking
enterprises.  The statement is effective for the first quarter  beginning  after
December 15, 1998. The statement will have no effect on the financial statements
of the Company.

         In  February  1999,  the FASB  issued  SFAS  135,  "Rescission  of FASB
Statement  No.  75 and  technical  Corrections".  The  SFAS  provides  technical
corrections  for  previously  issued  statements  and  rescinds  SFAS 75,  which
provides guidance related to pension plans of sate and local governmental units.
SFAS 135 is effective  for fiscal years  ending  after  February 15, 1999.  This
statement will have no effect on the financial statements of the Company.

         In June  1999,  the FASB  issued  SFAS 136,  "Transfers  of assets to a
Not-for-Profit   Organization   or   Charitable   Trust  that  Raises  or  Holds
Contributions  for  Others" is  effective  for fiscal  periods  beginning  after
December 15, 1999.  This statement  establishes  standards for  transactions  in
which an entity makes a contribution by transferring  assets to a not-for-profit
organization or a charitable  trust and then requires these  contributions to be
used in specified  manner.  This  statement will have no effect on the financial
statements of the Company.


<PAGE>


Part 1 - Financial Information
Item 2. Management's Discussion and Analysis of Financial Condition

The following is a discussion of the Company's  financial  condition as of March
31, 2000  compared to December  31, 1999 and the results of  operations  for the
three months ended March 31, 2000.  Results of  operations  for the three months
ended March 31,1999 reflect holding company activity prior to the opening of the
Bank and  therefore,  a comparison  with March 31, 2000 is not  meaningful.  The
discussion   should  be  read  in  conjunction  with  the  Company's   condensed
consolidated  financial statements and accompanying  footnotes appearing in this
report.

This  report  contains   "forward-looking   statements"   relating  to,  without
limitation, future economic performance,  plans and objectives of management for
future  operations,  and  projections of revenues and other financial items that
are based on the beliefs of the  Company's  management,  as well as  assumptions
made by and information  currently  available to the Company's  management.  The
words "expect," "anticipate," and "believe," as well as similar expressions, are
intended to identify  forward-looking  statements.  The Company's actual results
may  differ  materially  from  the  results  discussed  in  the  forward-looking
statements,  and the Company's operating  performance each quarter is subject to
various  risks and  uncertainties  that are discussed in detail in the Company's
filings  with the  Securities  and  Exchange  Commission,  including  the  "Risk
Factors"  section  in  the  Company's   Registration   Statement  on  Form  SB-2
(Registration  Number  333-70589)  as filed with and  declared  effective by the
Securities and Exchange Commission.

Results of  Operations  for the quarter  ended  March 31,  2000  compared to the
quarter ended March 31, 1999:

Net Interest Income

The largest  component of the Company's  net income is its net interest  income,
the  difference  between the income  earned on assets and the  interest  paid on
deposits and  borrowings  used to support such  assets.  Net interest  margin is
determined by dividing the net interest income by average  earning  assets.  Net
interest  income for the three month period  ended March 31, 2000 was  $274,230.
The  annualized  interest  rate spread was 4.63% at March 31, 2000.  Loans,  the
highest yielding component of earning assets,  represented 61% of earning assets
at March 31, 2000.  Since loans often provide a higher yield than other types of
earning assets,  one of the Company's goals is to maintain its loan portfolio as
the highest  percentage of total earning  assets.  Loan interest  income for the
three month period ended March 31, 2000 totaled  $316,429 while interest  earned
on  investment  securities  and federal  funds sold  amounted  to  $111,169  and
$47,139, respectively.

For the period ended March 31,  1999,  net interest  income  totaled  $6,184 and
represented  interest earned on the Company's escrow account maintained prior to
the opening of the Bank.

Provision and Allowance for Loan Losses

The  provision  for  loan  losses  is the  charge  to  operating  earnings  that
management feels is necessary to maintain the allowance for possible loan losses
at an adequate  level.  For the three months ended March 31, 2000, the provision
charged to expense was  $20,304.  The loan loss reserve was $206,504 as of March
31,  2000,  or 1.50% of gross loans as  compared to $195,800 as of December  31,
1999, or 1.50% of gross loans.  The loan portfolio is  periodically  reviewed to
evaluate  the  outstanding  loans and to  measure  both the  performance  of the
portfolio  and the  adequacy of the  allowance  for loan losses.  This  analysis
includes a review of  delinquency  trends,  actual losses,  and internal  credit
ratings. Management's judgment as to the adequacy of the allowance is based upon
a number of assumptions  about future events which it believes to be reasonable,
but which may or may not be  accurate.  Because of the inherent  uncertainty  of
assumptions made during the evaluation  process,  there can be no assurance that
loan losses in future  periods will not exceed the  allowance for loan losses or
that additional allocations will not be required.
<PAGE>


PART I - FINANCIAL INFORMATION(continued)
Item 2. Management's Discussion and Analysis of Financial Condition (continued)

Non-Interest Income

Non-interest income for the three month period ended March 31, 2000 was $22,851.
Deposit account service charges represented $8,864, while brokered mortgage loan
origination  fees  totaled  $5,003.  Fees on ATM  and  cash  dispenser  machines
amounted to $5,565.  The Company  recorded no non-interest  income for the three
months ended March 31, 1999, or preopening of the Bank.

Non-Interest Expense

Non-Interest  Expense  for the three  month  period  ended  March  31,  2000 was
$378,501.  Of this amount,  salaries and employee benefits  comprised  $201,875.
Occupancy,  office  and  equipment,  including  depreciation  of  furniture  and
equipment accounted for $66,148 for the three month period ended March 31, 2000,
and marketing expenses totaled $31,530. Non-interest expense for the three month
period  ended March 31, 1999  amounted to $157,661  and  consisted  primarily of
salaries and benefits and  marketing  and  planning  costs  incurred  during the
preopening phase of the Bank.

Assets and Liabilities

During the first three  months of 2000,  total  assets  increased by $491,087 to
$28,038,429. Net loans increased by $705,365 to $13,560,448.  Since December 31,
1999,  the  Company  shifted  funds from  federal  funds sold to higher  earning
investment  securities.  Deposits  increased  by  $613,688 to  $19,004,383.  The
Company's  management closely monitors and seeks to maintain  appropriate levels
of interest earning assets and interest  bearing  liabilities so that maturities
of assets are such that adequate funds are provided to meet customer withdrawals
and demand. Management expects asset and liability growth to continue during the
coming  months,   with  the  growth  tapering  off  to  a  more  deliberate  and
controllable  pace over the longer term, and believes capital should continue to
be adequate for the next 12 months.

Loans

Balances  within the major loan categories as of March 31, 2000 and December 31,
1999 are as follows:

                                           March 31, 2000     December 31, 1999
                                          ---------------     -----------------
Commercial and Industrial                    $ 6,002,140       $    5,870,988
Real Estate - 1-4 Family                       2,247,849            2,182,255
Real Estate - Commercial                       4,594,933            4,014,790
Installment and consumer credit lines            922,030              982,850
                                              ----------         ------------
                                             $13,766,952        $  13,050,883
                                              ==========         ============

Allowance for loan loss, December 31, 1999   $   195,800
Provision                                         20,304
Charge-offs                                        9,600
                                             -----------
Allowance for loan loss, March 31, 2000      $   206,504
                                             -----------
Gross loans outstanding, December 31, 1999   $13,050,883
                                             -----------
Gross loans outstanding, March 31, 2000      $13,766,952
                                             -----------

Allowance for loan losses to loans outstanding, December 31, 1999    1.50 %
                                                                     -----

Allowance for loan losses to loans outstanding,  March 31, 2000      1.50%
                                                                     -----


<PAGE>


PART I - FINANCIAL INFORMATION (continued)

Item 2. Management's Discussion and Analysis of Financial Condition (continued)

Deposits

Balances  within the major deposit  categories as of March 31, 2000 and December
31, 1999 are as follows:

                                          March 31,  2000    December 31, 1999
                                          ---------------    -----------------
Non-interest bearing demand deposits       $3,591,032           $  2,824,668
Interest-bearing checking                   6,900,121              6,654,818
Savings deposits                              210,169                178,404
Money market accounts                       3,672,050              3,951,492
Time deposits less than $100,000            2,533,010              2,415,499
Time deposits of $100,000 or more           2,098,001              2,365,814
                                          -----------           ------------
                                          $19,004,383           $ 18,390,695
                                          ===========           ============

Liquidity Management

At March 31, 2000, the Company's liquid assets,  consisting of cash and due from
banks and federal funds sold,  amounted to $3,339,291 and  represented  11.9% of
total assets. Investment securities totaled $7,393,368. These securities provide
a secondary  source of liquidity since they can be converted to cash in a timely
manner.  The  Company's  ability to  maintain  and expand its  deposit  base and
borrowing capabilities also serves as a source of liquidity.  The Company's loan
to deposit  ratio at March 31,  2000 was 72.4%.  The  Company  plans to meet its
future cash needs through the liquidation of temporary  investments,  maturities
of loans and investment securities and generation of deposits. In addition,  the
Company  maintains  lines of credit  with  correspondent  banks in the amount of
$3,500,000 and is a member of the Federal Home Loan Bank from which  application
for borrowings can be made for leverage purposes.

Management  believes that its existing  stable base of core deposits  along with
continued  growth in this deposit base,  will enable the Company to successfully
meet its long-term liquidity needs.

Capital Adequacy

Bank holding  companies and their banking  subsidiaries  are required by banking
regulators  to meet  certain  minimum  levels  of  capital  adequacy  which  are
expressed  in the form of  certain  ratios.  Capital  is  separated  into Tier 1
capital  (essentially  common  shareholders'  equity less intangible assets) and
Tier 2 capital  (essentially  the allowance for loan losses  limited to 1.25% of
risk weighted  assets).  The first two ratios,  which are based on the degree of
credit risk in the  Company's  assets,  require the weighting of assets based on
assigned  risk  factors  and  include  off-balance  sheet  items  such  as  loan
commitments  and  stand-by  letters  of  credit.  The ratio of Tier 1 capital to
risk-weighted  assets must be at least 4% and the ratio of total capital (Tier 1
capital  plus Tier 2) to  risk-weighted  assets must be at least 8%. The capital
leverage ratio supplements the risk-based capital guidelines. The leverage ratio
is Tier 1 capital divided by the adjusted quarterly average total assets.  Banks
and bank holding  companies are required to maintain a minimum leverage ratio of
4.0%.

The following  table  summarizes the Company's  risk-based  capital at March 31,
2000 (in thousands):

                           Required amount     Percent  Actual amount    Percent

Tier 1 capital             $     662             4.0%   $  7,546         45.58%
Total capital                  1,324             8.0       7,753         46.83
Tier 1 leverage ratio          1,052             4.0       7,546         28.70


<PAGE>


PART I - FINANCIAL INFORMATION (continued)

Item 2. Management's Discussion and Analysis of Financial Condition (continued)

THE YEAR 2000

Like many  financial  institutions,  we rely upon  computers for  conducting our
business and for information systems processing. Industry experts were concerned
that on January 1, 2000,  some computers  would not be able to interpret the new
year properly, causing computer malfunctions.  While we have not experienced any
material computer  malfunctions to date, there remains a risk that our computers
will be unable to read or interpret data on Year 2000-sensitive dates, including
October 10, 2000. Our regulators  have issued  guidelines to require  compliance
with Year 2000 issues.  In accordance with these  guidelines,  we have developed
and executed a plan to ensure that our computer and telecommunication systems do
not have these Year 2000  problems.  We generally  rely on software and hardware
developed by independent third parties for our information  systems.  We believe
that our internal systems and software,  including our network connections,  are
programmed to comply with Year 2000 requirements,  although there is a risk they
may not be. We incurred  approximately  $10,000 in expenses in 1999 to implement
our Year 2000 plan.  Under our plan, we are  continuing to monitor the situation
throughout 2000. Based on information  currently  available,  we believe that we
will not incur significant  additional expenses in connection with the Year 2000
issue.

The Year 2000 issue may also  negatively  affect the business of our  customers,
but to date we are not aware of any material Year 2000 issues affecting them. We
include Year 2000 readiness in our lending  criteria to minimize risk.  However,
this will not  eliminate  the issue,  and any  financial  difficulties  that our
customers  experience  caused by Year 2000 issues could impair their  ability to
repay loans to us.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

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, 2000.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K
         (a) Exhibits.

           See Exhibit Index attached hereto.

           (b)    Reports on Form 8-K.
There were no reports on Form 8-K filed by the Company  during the quarter ended
March 31, 2000.


<PAGE>


                                   SIGNATURES

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

                                    NEW COMMERCE BANCORP
                                    --------------------
                                    (Registrant)


Date:    May 5, 2000               By: /s/ James D. Stewart
                                       -----------------------------------------
                                       James D. Stewart

                                       President and Chief Executive Officer

                                   By:  /s/ Paula S. King
                                        ----------------------------------------
                                        Paula S. King

                                        Principal Accounting and Chief Financial
                                             Officer


<PAGE>


                                  EXHIBIT INDEX
Exhibit                             Description
-------                             -----------

3.1.              *Articles of Incorporation, as amended

3.2.              *Bylaws

4.1.              *See  Exhibits  3.1  and 3.2 for  provisions  in New  Commerce
                  BanCorp's  Articles of  Incorporation  and Bylaws defining the
                  rights of holders of the common stock

4.2.              *Form of certificate of common stock

10.1.             *Employment   Agreement  dated  August  1,  1998  between  New
                  Commerce BanCorp and James D. Stewart

10.2.             *Agreement to Buy and Sell dated January 4, 1999,  between New
                  Commerce BanCorp, as buyer, and The Bess G. Kirkland Trust, as
                  seller

10.3.             *Agreement  to Buy and Sell dated  September  30, 1998 between
                  New Commerce BanCorp, as buyer, and Stephen M. Young and Lewis
                  P.  Young,  Trustees of Wilbert  Burial  Vault,  Inc.,  Profit
                  Sharing Plan, seller

10.4.             *Agreement to Buy and Sell dated October 26, 1998, between New
                  Commerce   BanCorp,   as  buyer,   and   Hawkins   Development
                  Corporation, as seller

10.5.             *Sales Agency  Agreement  dated  December 11, 1998 between New
                  Commerce BanCorp and J.C. Bradford & Co.

10.6.             *Escrow  Agreement dated October 27, 1998 between New Commerce
                  BanCorp and The Bankers Bank

10.7.             *Data Processing Services Agreement and Contract  Modification
                  dated  December 1, 1998 between New Commerce  BanCorp and Jack
                  Henry & Associates, Inc.

10.8.             *Form of Stock Warrant Agreement

10.9.             *Employment  Agreement  dated  January  29,  1999  between New
                  Commerce BanCorp and Paula S. King

10.10             New Commerce  Bancorp 1999 stock Incentive Plan  (Incorporated
                  by  reference  to the  Company's  Form 10-KSB for period ended
                  December 31, 1999, File No. 333-70589).

27.1.             Financial  Data  Schedule for period ended March 31, 2000 (for
                  electronic filing purposes)

-------------------------
*Incorporated by reference to the Company's Registration Statement on Form SB-2,
File No. 333-70589