UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  Form 10-QSB


(Mark one)

[X]   Quarterly  report  Pursuant  to  Section  13 or 15(d) of the  Securities
      Exchange Act of 1934

For the quarterly period ended March 31, 1999.

                                      OR

[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the transition period from ___________ to ___________.

Commission file number    333-72049    


                              NEWCO ALASKA, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


           DELEWARE                                 93-0166346
     ------------------------                 ---------------------
     (State of Incorporation)                     (IRS Employer
                                              Identification Number)


                                331 Dock Street
                            Ketchikan, Alaska 99901
                   ----------------------------------------
                   (Address of principal executive offices)
                                  (Zip code)


                                (907) 228-4219
             ----------------------------------------------------
             (Registrant's telephone number, including area code)

      Indicate by check mark whether the  registrant (1) has 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 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 [ ] No[X ]

      Indicate  the  number  of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

      -0- shares of common stock as of March 31, 1999

      Transitional Small Business disclosure format (check one):

      Yes [ ] No[X ]




<PAGE>

                              NEWCO ALASKA, INC.

                                  FORM 10-QSB

                                MARCH 31, 1999

                                     INDEX


PART I - FINANCIAL INFORMATION                                   PAGE REFERENCE

Item 1: Financial Statements

      Consolidated Balance Sheets of First Bancorp, Inc. -
            March 31, 1999 and December 31, 1998                       4

      Consolidated  Statements  of Income  First  Bancorp,
            Inc.- three months ended March 31, 1999                    5

      Consolidated  Statements of Changes in Shareholders'
            Equity of First Bancorp,  Inc. - twelve months
            ended December 31, 1998 and three months ended
            March 31, 1999                                             6

      Consolidated  Statements  of  Cash  Flows  of  First
            Bancorp,  Inc.- three  months  ended March 31,
            1999                                                       7

      Notes to consolidated financial statements                       8

Item 2:  Management Discussion and Analysis of Financial  Condition
       and Results of Operations                                      11

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K                             18

Signatures                                                            18



Explanatory Note:

      Newco Alaska,  Inc.  ("Registrant")  was incorporated on January 7, 1999
solely for the purpose of effecting a reorganization  of First Bancorp,  Inc.,
Ketchikan, Alaska, as a subchapter S corporation. Pursuant to an Agreement and
Plan of  Reorganization  dated March 15, 1999,  First Bancorp would merge with
and into the Registrant,  with the Registrant being the surviving  corporation
under the name "First Bancorp,  Inc.". In the reorganization  Newco will issue
shares of its common  stock and cash in  exchange  for all of the  outstanding
shares of First Bancorp common stock. Newco Alaska registered the shares to be


                                      2
<PAGE>

issued in the reorganization  pursuant to a registration statement on Form S-4
(file Number  333-72049).  As of March 31, 1999, Newco Alaska had no assets or
liabilities  and  no  operations.  The  reorganization,  which  has  not  been
consummated  as of the date of this  report,  was  approved  by First  Bancorp
shareholders at the annual shareholders meeting held on April 15, 1999, and is
currently  subject to  regulatory  approvals  by the Board of Governors of the
Federal Reserve System and the State of Alaska, Division of Banking.

      As the registration statement became effective during the period covered
by this report, Newco Alaska is subject to the periodic reporting requirements
of the Securities  Exchange Act of 1934 under Section 15(d) thereof.  As Newco
Alaska is and was a shell corporation with no assets,  revenues or operations,
the information provided in the registration statement relates solely to First
Bancorp, Inc.  Accordingly,  the information provided herein relates solely to
First Bancorp, Inc. and is intended to update the information previously filed
in the registration statement.


                                      3
<PAGE>

<TABLE>
<CAPTION>
Consolidated Balance Sheet
First Bancorp, Inc.

                                                            March 31,    December 31,
(in thousands - unaudited)                                    1999           1998
                                                           -----------   ------------
                          Assets

<S>                                                         <C>          <C>      
Cash and due from banks .................................   $   9,599    $   9,783
Federal funds sold ......................................        --          9,391
Investment securities available for sale ................     101,589      103,858
Loans ...................................................     126,742      123,122
    Less:  Allowance for loan losses ....................      (1,458)      (1,421)
                                                            ---------    ---------
                Net Loans ...............................     125,284      121,701

Premises and equipment ..................................       5,956        5,797
Other assets ............................................       3,680        4,265
                                                            ---------    ---------
               Total Assets .............................   $ 246,108    $ 254,795
                                                            =========    =========

           Liabilities and Stockholders' Equity

Liabilities:
  Deposits
     Demand .............................................   $  63,838    $  68,133
     Savings ............................................      47,715       48,847
     Time deposits of $100,000 or more ..................      57,164       60,814
     Other time deposits ................................      51,236       51,734
                                                            ---------    ---------
               Total Deposits ...........................     219,953      229,528

Federal Home Loan Bank advances .........................       1,000         --
Federal funds purchased .................................         827         --
Other liabilities .......................................       1,091        2,074
                                                            ---------    ---------
               Total Liabilities ........................     222,871      231,602
                                                            ---------    ---------

Stockholders' Equity
 Common stock of $5 par value. Authorized
    1,000,000 shares; issued and outstanding
    214,040 in 1999 and 1998 ............................       1,070        1,070
  Surplus ...............................................       6,415        6,415
  Undivided profits .....................................      16,262       16,053
   Accumulated other comprehensive income - net
      unrealized gain (loss) on available for sale sec ..          19          184
  Treasury stock, at cost (5,765 shares) ................        (529)        (529)
                                                            ---------    ---------
               Total Stockholders' Equity                      23,237       23,193

Commitments and contingencies                                    --           --
                                                            ---------    ---------
               Total Liabilities and Stockholders' Equity   $ 246,108      254,795
                                                            =========    =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      4
<PAGE>

<TABLE>
<CAPTION>
Consolidated Income Statement
First Bancorp, Inc.

                                                               Three Months Ended
                                                                    March 31,
                                                            ------------------------
(in thousands except per share - unaudited)                     1999         1998
                                                            -----------  -----------
Interest Income:
<S>                                                          <C>          <C>  
  Interest and fees on loans .............................   $   3,101    $   2,936
  Interest on federal funds sold .........................          36           45
  Interest-bearing deposits at other banks ...............          15           18
  Interest on securities available for sale ..............       1,437        1,665
                                                             ---------    ---------
                Total interest income ....................       4,589        4,664
                                                             ---------    ---------

Interest Expense:
  Interest on deposits:
       Time deposits of $100,000 or more .................         682          799
       Other deposits ....................................       1,211        1,249
  Interest on federal funds purchased ....................          10            4
  Other interest .........................................           8           13
                                                             ---------    ---------
                Total interest expense ...................       1,911        2,065
                                                             ---------    ---------

                Net interest income ......................       2,678        2,599

Provision for loan losses ................................          72           72
                                                             ---------    ---------
                Net income after provision for loan losses       2,606        2,527

Noninterest Income:
   Net realized gain on sales of available
          for sale securities ............................          14         --
   Service charges on deposit accounts ...................         159          160
   Other .................................................         413          381
                                                             ---------    ---------
                Total Noninterest Income .................         586          541
                                                             ---------    ---------

Noninterest Expense:
   Salaries and employee benefits ........................       1,440        1,364
   Occupancy, net ........................................         436          431
   Other operating expenses ..............................         560          502
                                                             ---------    ---------
                Total Noninterest Expense ................       2,436        2,297
                                                             ---------    ---------

                Income before income taxes ...............         756          771
Provision for income taxes ...............................        (286)        (275)
                                                             ---------    ---------
                Net Income ...............................   $     470    $     496
                                                             =========    =========

Per share amounts - net income ...........................   $    2.26    $    2.38
                                                             =========    =========

Weighted average shares outstanding ......................     208,375      208,734
                                                             =========    =========

</TABLE>

See accompanying notes to consolidated financial statements.


                                      5
<PAGE>

<TABLE>
<CAPTION>
Consolidated Statements of Changes in Shareholders' Equity
First Bancorp, Inc.


                                             Common                 Undivided    Treasury      Other     Shareholders'
(in thousands - unaudited)                    Stock      Surplus     Profits      Stock       Income     Equity
                                          --------------------------------------------------------------------------

<S>                 <C> <C>                 <C>         <C>         <C>          <C>         <C>         <C>   
Balance at December 31, 1997                     1,070       6,415      14,775         (476)       (180)     21,604

Net income                                                               2,319                                2,319
Change in unrealized holding loss
  on available for sale securities,
  net of taxes of $243,447                                                                          364         364
                                                                                                         ----------
       Total comprehensive income                                                                             2,683
                                                                                                         ----------

Cash dividends ($5 per share)                                           (1,042)                              (1,042)
Purchase of 459 shares of
  treasury stock, at cost                                                               (53)                    (53)
                                            ----------  ----------  ----------   ----------  ----------  ---------- 
Balance at December 31, 1998                     1,070       6,415      16,052         (529)        184      23,192

Net Income                                                                 470                                  470
Change in unrealized holding loss
  on available for sale securities,
  net of taxes of $34,050                                                                          (165)       (165)
                                                                                                         ----------
       Total comprehensive income                                                                               305
                                                                                                         ----------

Cash dividends ($1.25 per share)                                          (260)                                (260)

                                            ----------  ----------  ----------   ----------  ----------  ---------- 
Balance at March 31, 1999                      $ 1,070       6,415      16,262         (529)         19      23,237
                                            ==========  ==========  ==========   ==========  ==========  ========== 

</TABLE>

See accompanying notes to consolidated financial statements.



                                      6
<PAGE>

<TABLE>
Worksheet - Consolidated Statements of Cash Flows
First Bancorp, Inc.

                                                        Three Months Ended
                                                             March 31,
(in thousands)                                         1999           1998

Operating Activities
<S>                                                       <C>         <C>     
    Net Income ........................................   $    470    $    496
Adjustments to reconcile net income to net cash
  provided (used) by operating activities:
     Provision for loan losses ........................         72          72
     Provision for losses on other real estate ........          9           9
     Depreciation and amortization ....................        168         151
    Gain on sale of other real estate .................       --            18
    Amortization of investment security premiums ......         28          35
    Accretion of investment security discounts ........         (6)        (47)
    Net investment securities gains ...................        (14)       --
    (Increase) decrease in interest receivable ........       (179)        182
    Increase (decrease) in interest payable ...........        (46)         19
    Increase in deferred taxes ........................       --           (46)
    (Increase) decrease in other assets ...............        755         (40)
    Decrease in other liabilities .....................       (937)       (372)
Net cash provided by operating activities .............        320         477

Investing activities:
    Proceeds from sale of available for sale securities      7,272        --
    Proceeds from maturity of available for sale
         securities ...................................     13,602      36,440
    Purchase of available for sale securities .........    (18,778)    (21,093)
    Net increase in loans .............................     (3,655)     (6,772)
    Purchase of bank premises and equipment ...........       (327)       (346)
Net cash used in investing activities .................     (1,886)      8,229

Financing activities:
    Net (decrease) in demand and savings deposits .....     (5,426)    (10,911)
    Net increase (decrease) in time deposits ..........     (4,149)      5,707
    Net increase in federal funds purchased ...........        827        --
    Net (increase) decrease in federal funds sold .....      9,391      (5,453)
    Net increase in Federal Home Bank
      advances ........................................      1,000        --
    Cash dividends paid ...............................       (261)       (261)
Net proceeds from financing activities: ...............      1,382     (10,918)

Net increase (decrease) in cash and due from banks ....       (184)     (2,212)

Cash and due from banks at beginning of the quarter ...      9,783       9,852
Cash and due from banks at end of the quarter .........   $  9,599    $  7,640

Supplemental disclosure of cash flow information:
    Cash paid during the quarter for interest .........   $  1,917    $  2,073
    Cash paid during the quarter for income taxes .....       --            39

</TABLE>

See accompanying notes to consolidated financial statements.


                                      7
<PAGE>

                  Notes to Consolidated Financial Statements

1)    Summary of Significant Accounting Policies

            In preparing the consolidated financial statements,  management is
      required to make  estimates  and  assumptions  that affect the  reported
      amounts of assets and  liabilities  disclosure of contingent  assets and
      liabilities  as of the  date  of the  balance  sheet,  and  revenue  and
      expenses  for  the  period.  Actual  results  could  differ  from  those
      estimates.  The  significant  policies  and  estimates  applied  in  the
      preparation  of these  consolidated  financial  statements are discussed
      below.


      (a)   Consolidation

            The  consolidated  financial  statements  include the  accounts of
      First Bancorp, Inc. and its wholly-owned subsidiary, First Bank, and its
      wholly-owned  subsidiaries,  Dock Street  Building  Corporation and Dock
      Street   Title   Agency,   Incorporated   (Company).   All   significant
      intercompany  accounts  and  transactions  have  been  eliminated.   The
      Company's  primary market area is Southeast Alaska where the majority of
      its activities have been with Alaska businesses and individuals.


      (b)   Reclassifications

            Certain prior period  balances have been changed to conform to the
      present period presentation.


      (c)   Investments

            Securities  available  for  sale are  stated  at fair  value  with
      unrealized  holding gains and losses excluded from earnings and reported
      as a net amount in a separate component of other  comprehensive  income.
      Securities are classified as available for sale when management  intends
      to hold the  securities  for an  indefinite  period  of time or when the
      securities may be utilized for tactical asset/liability purposes and may
      be sold from time to time to effectively  manage  interest rate exposure
      and resultant prepayment risk and liquidity needs.

            Federal  Home  Loan Bank  stock is  carried  at cost  which is its
      redeemable (fair) value since the market for this stock is limited.

            Premiums  are  amortized  (deducted)  and  discounts  are accreted
      (added) to interest income on investment  securities  using methods that
      approximate  the  level-yield  method.  Gains  and  losses  on  sales of
      securities  are  computed  using the  specific-identification  method of
      determining the cost of securities sold.


      (d)   Loans

            Loans are stated at the principal amount outstanding.  Interest on
      loans is taken into income when earned.  Loan  origination fees received
      in excess of direct  origination  costs are  deferred  and  amortized to
      income  by a  method  approximating  the  level-yield  method  over  the
      estimated loan term.

            Interest  income on loans is recorded on an accrual basis until an
      interest or  principal  payment is more than 90 days past due and in the
      opinion  of  management  the   collectibility  of  such  income  becomes
      doubtful. The deferral or nonrecognition of interest does not constitute
      forgiveness of the borrower's obligation.


                                      8
<PAGE>

      (e)   Allowance for Loan Losses

            The allowance for loan losses is a general reserve  established by
      management  to  absorb   unidentified   losses  in  the  Company's  loan
      portfolio.  In  determining  the adequacy of the  allowance,  management
      evaluates   prevailing   economic   conditions,   results   of   regular
      examinations  and  evaluations  of the quality of the loan  portfolio by
      external  parties,  actual loan loss experience,  the extent of existing
      risks in the loan portfolio and other pertinent  factors.  The allowance
      for impaired  loans is based on  discounted  cash flows using the loans'
      initial interest rates or, if the loan is secured, the fair value of the
      collateral.

            Future  additions  to the  allowance  may be  necessary  based  on
      changes in economic  conditions and other factors used in evaluating the
      loan  portfolio.   Additionally,  various  regulatory  agencies,  as  an
      integral  part of their  examination  process,  periodically  review the
      allowance. Such agencies may require the recognition of additions to the
      allowance  based on their judgment of  information  available to them at
      the time of their examination.


      (f)   Loan Servicing

            The cost of mortgage  servicing  rights is amortized in proportion
      to, and over the period of, estimated net servicing revenues. Impairment
      of  mortgage  servicing  rights is  assessed  based on the fair value of
      those rights.  Fair values are  estimated  using  discounted  cash flows
      based on a current  market  interest  rate.  The  amount  of  impairment
      recognized  is the amount by which the  capitalized  mortgage  servicing
      rights exceed their fair value.


      (g)   Other Real Estate

            Other  real  estate   represents   properties   acquired   through
      foreclosure or its equivalent.  Prior to foreclosure, the carrying value
      is adjusted to the lower of cost or fair market value of the real estate
      to be  acquired  by a  charge  to the  allowance  for loan  losses.  Any
      subsequent  reduction  in carrying  value is charged  against  operating
      expenses.


      (h)   Premises and Equipment

            Premises and equipment are stated at cost, less  amortization  and
      accumulated depreciation. Depreciation expense on leasehold improvements
      is computed by use of the  straight-line  method over the shorter of the
      estimated  useful  lives  of  the  assets  or  leasehold   improvements.
      Expenditures   for  remodeling,   improvements   and   construction  are
      capitalized,  while expenditures for maintenance and repairs are charged
      to expense.

      (i)   Income Taxes

            Income  taxes are  accounted  for  under  the asset and  liability
      method.  Deferred  tax assets and  liabilities  are  recognized  for the
      future  tax  consequences   attributable  to  differences   between  the
      financial  statement carrying amounts of existing assets and liabilities
      and their respective tax bases.  Deferred tax assets and liabilities are
      measured  using enacted tax rates expected to apply to taxable income in
      the  years  in  which  the  temporary  differences  are  expected  to be
      recovered or settled.  The effect on deferred tax assets and liabilities
      of a change in tax rates is  recognized  in  income in the  period  that
      includes the enactment date.


      (j)   Net Income Per Share

            Per share  amounts are  calculated  based on the weighted  average
      number of shares and common share  equivalents  outstanding  during each
      period.  Outstanding  stock  options are common  stock  equivalents  and
      therefore are included in the calculation of the weighted average number
      of shares outstanding, if dilutive.




                                      9
<PAGE>

      (k)   Comprehensive Income

            On January 1, 1998,  the Company  adopted  Statement  of Financial
      Accounting Standard (SFAS) No. 130, Reporting Comprehensive Income. SFAS
      No.  130  establishes   standards  for  reporting  and  presentation  of
      comprehensive  income  and its  components  in a full  set of  financial
      statements.   Comprehensive  income  consists  of  net  income  and  net
      unrealized  gains  (losses)  on  securities  and  is  presented  in  the
      consolidated   statements  of  stockholders'  equity  and  comprehensive
      income.  The  statement  requires  only  additional  disclosures  in the
      consolidated  financial  statements;  it does not affect  the  Company's
      financial  position  or results  of  operations.  Prior  year  financial
      statements have been reclassified to conform to the requirements of SFAS
      No. 130.



                                      10
<PAGE>

Item  2.   Management  Discussion  and  Analysis of  Finanacial  Condition  and
           Results of Operations First Bancorp, Inc.

      This  discussion  should be read in  conjunction  with the  consolidated
financial statements of First Bancorp,  Inc. (the "Company") and notes thereto
presented  elsewhere  in this  report.  In the  following  discussion,  unless
otherwise  noted,  references to increases or decreases in average balances in
items of  income  and  expense  for a  particular  period  and  balances  at a
particular  date refer to the comparison  with  corresponding  amounts for the
period or date one year earlier.

      This discussion contains certain  forward-looking  statements within the
meaning of the  federal  securities  laws.  Actual  results  and the timing of
certain  events  could  differ   materially   from  those   projected  in  the
forward-looking  statements  due to a  number  of  factors.  Specific  factors
include the Company's ability to compete on price and other factors with other
financial  institutions;  customer  acceptance  of new products and  services;
general trends in the banking industry and the regulatory environment, as they
relate to the  Company's  cost of funds and  returns on assets.  In  addition,
there are risks inherent in the banking industry relating to collectibility of
loans and changes in interest  rates.  Further,  actual  results  could differ
materially from the forward  looking  statements in this report as a result of
general economic conditions and their impact on capital expenditures; business
technology and evolving banking  industry  standards;  competitive  standards;
competitive factors, including increased competition with community,  regional
and national financial  institutions;  fluctuating interest rate environments;
and  similar  matters.  The reader is  advised  that this list of risks is not
exhaustive  and should not be construed as any prediction by the Company as to
which  risks  would  cause  actual  results  to differ  materially  from those
indicated by the forward-looking statements.

OVERVIEW

      Despite the sluggish economic climate of southeast  Alaska,  the Company
continues  to grow.  Total  assets  at the end of the  first  quarter  of 1999
increased $7.6 million over the quarter end of last year, an increase of 3.2%.
Shareholders'  equity  increased  to  $23.2  million  at  quarter  end of 1999
compared to $21.8 million last year,  an increase of 6.5%.  Net income for the
first quarter of 1999 totaled $470  thousand,  a slight  decrease of 5.3% over
the $496 thousand  reported for the first quarter of 1998.  Basic earnings per
share for the three months ended March 31, 1999 were $2.26  compared to $ 2.38
reported for the first quarter of 1998, a decrease of 5.0%.

      The Company is currently in the process of  completing a  reorganization
to a Subchapter S corporation.  At the annual  shareholders'  meeting on April
15,  1999  the  proposed  reorganization  was  approved  and we are  currently
awaiting  Federal  and State  regulatory  approval.  We expect  the  necessary
approvals in May 1999,  with  subsequent  consummation  of the  reorganization
shortly thereafter.

FINANCIAL CONDITION

      The  Company's  total assets were $246.1  million at March 31, 1999,  an
increase of $7.6 million,  or 3.2% from $238.4 million at March 31, 1998. Cash
and  deposit  balances  due from  banks was $9.6  million  on March  31,  1999
compared to $6.3 million on March 31, 1998, an increase of 52.4%. This was due
primarily  to  unusually  high single day check  clearings  on March 31, 1999.
Average cash and deposit balances due from banks for the month of March,  1999
was  approximately  $5.3  million,  or $2.9  million  less  than the month end
balance. Earning assets increased $5.7 million, or 2.6% from $222.6 million on
March 31,  1998 to $228.3  million  on March 31,  1999.  As of March 31,  1999


                                      11
<PAGE>

earning  assets were 92.8% of total  assets,  compared with 93.3% on March 31,
1998.  Loans and  investment  securities  available  for sale are the  primary
components  of  earning  assets.  On March 31,  1999 gross  loans were  $126.7
million, an increase of $13 million, or 11.4% from $113.7 million on March 31,
1998. On March 31, 1999 investment securities were $101.6 million, an increase
of $2.2 million,  or 2.2%,  from $99.4 million on March 31, 1998. On March 31,
1998 net loans  were  46.7% of total  assets  and on March 31,  1999 they were
50.9%, investment securities were 41.7% and 41.3% respectively.

      Deposits  increased  $5.5 million,  or 2.6% from $214.4 million on March
31, 1998 to $219.9  million on March 31, 1999.  The increase  occurred  across
most deposit  categories with demand deposits  increasing by $5.2 million,  or
9.0%,  savings  deposits  increasing $1.8 million,  or 4.0%, and time deposits
greater that $100,000 (large  deposits)  increased $1.2 million,  or 2.3%. The
only  declining  category was other time deposits which declined $2.8 million,
or 5.3%. At the present time,  all of the Company's  large  deposits come from
established  customers  in our market  area.  The Company has a strict  policy
against the use of brokered deposits.  A significant portion of large deposits
is generally made up of reserve funds of various  municipal  communities where
the Company has branch offices.  For the most part,  these deposits are priced
on the basis of competitive bid and have relatively short maturities. On March
31, 1998 and 1999, time deposits greater than $100,000  represented  23.4% and
23.2% of total assets respectively.


CONSOLIDATED EARNINGS

      The  Company's net income for the three months ending March 31, 1999 was
$470,000, or $2.26 per share. This compares to net income for the three months
ending March 31, 1998 of $496,000,  or $2.38 per share.  The decrease in first
quarter  net  income  from the  prior  year is  primarily  a result  of a 6.1%
increase in total non-interest  expense.  The increase in non-interest expense
is largely  attributable to seasonal  increased salaries and employee benefits
plus increased  operating expenses in our electronic banking and mortgage loan
production departments.

NET INTEREST INCOME

      Net interest income is the largest  component of earnings,  representing
the difference between interest and fees generated from earning assets and the
interest costs of deposits and other funds needed to support those assets. Net
interest income increased by $79,000,  or 3%, when comparing the first quarter
of 1999 to the first quarter of 1998. The increase in net interest  income was
primarily  due to  continued  growth  in loan  volume,  the  highest  yielding
component of earning assets.  Net interest margin was also favorably  affected
by a change in the composition of interest-bearing  liabilities with growth in
demand deposits  outpacing  growth in savings and time deposits.  At March 31,
1999, gross loans had increased by 11.5% to $126.7 million from $113.7 million
at March 31, 1998 while demand  deposits had  increased 9% to $63.8 million at
March 31, 1999 from $58.6 million at March 31, 1998.

      Net   interest   margin  (net   interest   income   divided  by  average
interest-bearing  assets) increased  slightly to 1.16% in the first quarter of
1999 from 1.17% in the first quarter of 1998. Average  interest-bearing assets
grew to $230  million  during the first  quarter of 1999,  compared  with $222
million in the first quarter of 1998.  The average  yield on  interest-bearing
assets during the first quarter decreased to 1.99% in 1999 from 2.10% in 1998,
or -5.04%.  In comparison,  the average cost of  interest-bearing  liabilities
during the first  quarter  decreased  to .96% in 1999 from  1.07% in 1998,  or
-10.22%.


                                      12
<PAGE>
<TABLE>
<CAPTION>

Analysis of Net Interest Margin
First Bancorp, Inc.

                                                 Three months ended
                                                       March 31,            Increase
                                                  1999           1998      (Decrease)    Change
                                              -----------    -----------   ----------   ----------
(amounts in thousands, except percentages)

<S>                                           <C>            <C>            <C>          <C>  
Average interest-bearing assets ...........   $   230,058    $   222,026    $ 8,032      3.62%
Average interest-bearing liabilities ......   $   198,927    $   192,984    $ 5,943      3.08%
Average yields earned .....................          1.99%          2.10%     -0.11%    -5.04%
Average rates paid ........................          0.96%          1.07%     -0.11%    -10.22%
Net interest spread (including loan
   placement fees)                                   1.03%          1.03%      0.00%      0.33%

Net interest income to average
      interest-earning assets .............          1.16%          1.17%     -0.01%     -0.56%
</TABLE>


NONINTEREST INCOME

      Noninterest  income increased $45,000 to $586,000,  or 8.3% in the first
quarter of 1999 compared with  $541,000  during the same period in 1998.  This
first quarter 1999 increase was primarily centered in mortgage banking and the
Company's  title insurance  subsidiary.  In general,  the Company  experienced
increased  serviced mortgage loans and continued  strength in mortgage lending
activity in the first quarter of 1999 compared to the first quarter of 1998.


NONINTEREST EXPENSE

      Total  noninterest  expense  increased  $139,000,  or 6.1%, in the first
quarter of 1999 compared  with the same period in 1998.  Salaries and employee
benefits, the largest component of noninterest expense, increased $76 thousand
to $1.44  million in the first  quarter of 1999  compared to $1.36 million for
the same period in 1998, or 5.6%. Other operating expenses increase $58,000 to
$560,000 in the first quarter of 1999 compared to $502,000 for the same period
in 1998,  or 11.6%.  Auditing and  accounting  fees were up to $48,000 for the
first  quarter  in 1999  compared  to  $35,000  for the same  period  in 1998.
Mortgage loan participation  costs were up to $30,000 for the first quarter of
1999 compared to $12,000 for the same period in 1998.


INCOME TAXES

      The  provision  for income  taxes  increased  to $286,000  for the first
quarter of 1999  compared to $275,000 for the same period in 1998,  or 4%. The
effective tax rate for the first quarter of 1999 is 37.8% as compared to 35.7%
during the same period in 1998.




                                      13
<PAGE>

PROVISION AND ALLOWANCE FOR LOAN LOSS

      The provision  for loan losses is an accrual  charge or expense based on
the Company's  estimate of the amount  necessary to maintain the allowance for
possible  loan losses at a level  adequate to absorb any losses that may occur
in the loan  portfolio  over time. For both the first quarter of 1998 and 1999
the provision for loan losses was $72,000. The actual loan loss experience for
1998 and the first three months of 1999 is as follows:
<TABLE>
<CAPTION>

Loan Losses and Recoveries
First Bancorp, Inc.

                                  Three Months Ended     Twelve Months Ended     Three Months Ended
                                    March 31, 1999        December 31, 1998        March 31, 1998
                                 ---------------------   --------------------   ---------------------

(in thousands)

Loans outstanding at end
<S>                                         <C>                    <C>                     <C>      
  of period                                 $ 126,742              $ 123,122               $ 113,691

Reserve balance, beginning
  of period                                     1,421                  1,293                   1,294

Recoveries                                          2                     16                       1
Loans charged off                                 (37)                  (140)                    (12)
                                            ---------              ---------               --------- 
Net loans charged off                             (35)                  (124)                    (11)

Provision charged to expense                       72                    252                      72
                                            ---------              ---------               --------- 
Reserve balance, end of period                $ 1,458                $ 1,421                 $ 1,355
                                            =========              =========               ========= 

Reserve as a percentage of
  outstanding loans                             1.15%                  1.15%                   1.19%

Minimum objective for reserve as
  a percentage of outstanding loans             1.00%                  1.00%                   1.00%

Net loans charged off as a
  percentage of outstanding loans               0.03%                  0.10%                   0.01%

</TABLE>


      The  provision  for loan losses and the  adequacy of the  allowance  for
possible loan losses are  periodically  reviewed by the Board of Directors and
management based upon an assessment of historic credit losses,  delinquent and
problem loan trends,  peer group experience,  economic outlook and anticipated
growth.  Additionally,  various  regulatory  agencies,  as an integral part of
their examination  process,  periodically review the allowance.  Such agencies
may require the  recognition  of  additions  to the  allowance  based on their
judgement of information available to them at the time of their examination.

      For the quarter  ending March 31, 1999,  management  reviewed all of the
salient factors in determining the provision for loan loss.  While total loans
increased from $113.7 million on March 31, 1998 to $126.7 million on March 31,
1999,  an 11.5%  increase,  the  reserve  for loan loss  increased  from $1.36


                                      14
<PAGE>

million to $1.46 million,  or 7.6% during that same period.  While the reserve
for loan loss grew at a slower  rate,  there are  several  reasons  management
feels that both the reserve and provision are adequate:

1.    Reserve for loan loss is currently  1.15% of total loans,  15% above the
      minimum objective of 1.0%.

2.    Net charge-offs  increased from $11,000, or .01% in the first quarter of
      1998 to  $35,000,  or .03% in 1999.  However the dollar  amount  remains
      relatively  minimal  and the  percentage  remains  below our peer  group
      average of .09% as of March 31, 1998.

3.    Loan  quality  continues  to  remain  sound  (see  Nonperforming  Assets
      section).


NONPERFORMING ASSETS

      In general,  nonperforming  assets  consist of loans that are 90 days or
more past due,  loans on which the accrual of interest has been  discontinued,
and other real estate (ORE).  Other real estate  represents real property that
was acquired through foreclosure or taken in lieu of foreclosure.

      As of March 31, 1999 the Company had  $393,000 in loans past due over 90
days,  no  loans  in  nonaccrual   status,  and  $213,000  in  ORE  for  total
nonperforming  assets of $606,000  representing .25% of total assets and 2.61%
of shareholders' equity. This is a slight change over March 31, 1998 totals of
$345,000 in loans past due over 90 days,  no loans in nonaccrual  status,  and
$250,000 in ORE for total nonperforming  assets of $595,000  representing .25%
of total assets and 2.73% of shareholders' equity.

      The most  important  measure of the safety and soundness of a commercial
bank is the  quality of its  assets.  The  statistics  outlined  above are key
measures of asset  quality  and  reflect  favorably  on the  soundness  of the
Company.  They  provide  a clear  picture  of  management's  careful,  ongoing
attention to this important area of the Company.


                                      15
<PAGE>

<TABLE>
<CAPTION>
Past Due and Nonperforming Loan Detail
First Bancorp, Inc.

(in thousands except for percentages)
                                                 March 31, 1999                 March 31, 1998

<S>                                                 <C>                              <C>
Outstanding at end of period:

                        Total loans                 $126,742                         $113,691

                        Total assets                $246,108                         $238,454

                        Shareholders' equity        $ 23,237                         $ 21,811

</TABLE>

<TABLE>
<CAPTION>

                                                         March 31, 1999                   March 31, 1998
                                                         Past Due Loans                   Past Due Loans
                                                   ---------------------------        ------------------------
                                                   30-89 days      90+ days           30-89 days    90+ days
                                                   ------------  -------------        -----------  -----------
Past due and nonperforming loans:

<S>                                                       <C>              <C>              <C>          <C>
Real estate loans                                         $ 115          $   -             $  15       $   -
Consumer loans                                              303              2               162          14
Credit cards                                                 17              5                16
Commercial loans                                            449            386               388         331
Total past due loans                                      $ 884          $ 393             $ 581       $ 345

Non-accrual loans                                           --             --                --          -- 

Other real estate owned                                                  $ 213                         $ 250

Total past due & non-accrual
                   loans and ORE                          $ 884          $ 606             $ 581       $ 595

Past due & non-accrual loans and ORE
as a percentage of:

                      Total loans                         0.70%          0.48%             0.51%       0.52%

                      Total assets                        0.36%          0.25%             0.24%       0.25%

                      Total shareholders' equity          3.80%          2.61%             2.66%       2.73%
</TABLE>


                                      16
<PAGE>

LIQUIDITY

      The Company has adopted  policies  to  maintain  adequate  liquidity  to
enable  it to  respond  to  changes  in  the  Company's  needs  and  financial
environment.  The Company's  primary  sources of funds are customer  deposits,
sales and  maturities  of  investment  securities,  the use of  federal  funds
markets,  advances  from the  Federal  Home Loan Bank of Seattle  and net cash
provided by operating  activities.  Scheduled loan repayments are a relatively
stable  source  of  funds,   while  deposit  inflows  and   unscheduled   loan
prepayments,  which are influenced by general  interest rate levels,  interest
rates available on other  investments,  competition,  economic  conditions and
other factors, are not.


CAPITAL PLANNING AND SHAREHOLDERS' EQUITY

      The policy of the Company is to maintain capital adequate to support the
Company's  activities and meet the needs of its customers.  Current and future
capital needs are evaluated  periodically  based upon an analysis of asset and
earnings  trends,  asset and liability  diversification  and  maturity,  asset
quality,  industry comparisons and economic conditions.  In evaluating the use
of  capital,   management   considers   economic   conditions  and  cash  flow
expectations  as well as effects on  reported  earnings.  The  current  market
values of assets and liabilities  and  off-balance  sheet items and contingent
liabilities such as letters of credit are also considered.

      As of March 31, 1999, total shareholders' equity was$23.24 million. This
was up from $23.19  million on December  31, 1998 and $21.81  million on March
31, 1998. The Federal Deposit Insurance Corporation has established risk-based
standards for evaluating a bank's capital  adequacy.  These standards  require
the Company to maintain a minimum  ratio of  qualifying  total capital to risk
weighted  assets  of 8%,  of  which a at  least 4% must be in the form of core
capital (TIER 1 capital).  TIER 1 capital includes the Company's shareholders'
equity,  minus all intangible  assets.  As of March 31, 1999 the Company had a
TIER 1 risk weighted  capital ratio of 16.6%. As of March 31, 1998 the Company
had a TIER 1 risk weighted capital ratio of 17.3%.  After  reorganization  the
Company  will  continue to  maintain  capital  ratios in excess of  regulatory
minimums.



                                      17
<PAGE>

                          PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits

      The following  exhibits are filed herewith or incorporated by reference,
and this list constitutes the exhibit index:

      2.0   Agreement and Plan of Reorganization, dated March 15, 1999, by and
            between  Newco Alaska and First  Bancorp,  Inc.,  incorporated  by
            reference   to   Registrant's   Registration   Statement   (Number
            333-72049) as declared effective on March 26, 1999.

      3.1   Certificate   of   Incorporation,    incorporated   by   reference
            Registrant's Registration Statement (Number 333-72049) as declared
            effective on March 26, 1999.

      3.2   Bylaws  of  Newco   Alaska,   Inc.,   incorporated   by  reference
            Registrant's Registration Statement (Number 333-72049) as declared
            effective on March 26, 1999.

      4.0   Specimen stock certificate, incorporated by reference Registrant's
            Registration Statement (Number 333-72049) as declared effective on
            March 26, 1999.


(b)   Reports on Form 8-K

      None


                                  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.

                               Newco Alaska, Inc.
                                  (Registrant)


/s/ William G. Moran, Jr.               /s/ James C. Sarvela
----------------------------------      ---------------------------------------
William G. Moran, Jr.                   James C. Sarvela
President and Chief Executive           Vice President and Chief Financial
Officer                                 Officer