UNITED STATES
                       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 June 30, 2000


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

             For the transition period from __________ to __________



             Commission file number:    333-73385



                               HCNB Bancorp, Inc.
        (Exact name of small business issuer as specified in its charter)

                  Maryland                                    52-2083046
(State of other jurisdiction of incorporation               (IRS Employer
              or organization)                           Identification No.)


                 1776 East Jefferson Street, Rockville, MD 20852
                    (Address of principal executive offices)

                                  301-468-8848
                           (Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 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 [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: As of July 31, 2000, 700,213 shares of
the small business issuer's common stock, par value of $.01 per share, were
issued and outstanding.



Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ x ]

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                               HCNB BANCORP, INC. AND SUBSIDIARY
                                  CONSOLIDATED BALANCE SHEETS
                        JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                                                  June 30,        December 31,
                                                                    2000             1999
                                                               ------------      ------------
                                                                (unaudited)       (audited)
                                     ASSETS
Cash and cash equivalents:
<S>                                                            <C>               <C>
     On-hand and due from banks                                $    245,967      $    562,648
     Federal Funds sold                                           5,050,214         1,777,648
Investment securities, held to maturity                           1,001,919         4,000,000
Loans receivable (net of allowance for credit
     losses of $56,154 and $00)                                   4,845,042            24,800
Investment in Federal Reserve Board stock, at cost                  180,000           180,000
Accrued interest receivable                                          51,774            33,141
Property and equipment, net                                         450,892           449,530
Other assets, net                                                   152,060            74,293
                                                               ------------      ------------

         Total assets                                          $ 11,977,868      $  7,102,060
                                                               ------------      ------------


                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
     Deposits
         Non-interest bearing                                  $  1,045,790      $     81,190
         Interest bearing                                         5,115,292           783,146
     Accounts payable and accrued expenses                          125,917           131,136
                                                               ------------      ------------

         Total liabilities                                        6,286,999           995,472

STOCKHOLDERS' EQUITY
     Preferred stock, par value $0.01 per share,
         1,000,000 shares authorized, 0 shares
         issued and outstanding                                          --                --
     Common stock, par value $0.01 per share,
         9,000,000 shares authorized, 700,213 shares
         issued and outstanding                                       7,002             7,002
     Additional paid-in capital                                   6,995,128         6,995,128
     Accumulated deficit                                         (1,311,261)         (895,542)
                                                               ------------      ------------

         Total stockholders' equity                               5,690,869         6,106,588

         Total liabilities and stockholders' equity            $ 11,977,868      $  7,102,060
                                                               ------------      ------------
</TABLE>


See accompanying notes to consolidated financial statements.


                                       1
<PAGE>
<TABLE>
<CAPTION>

                                     HCNB BANCORP, INC. AND SUBSIDIARY
                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE SIX AND THREE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                                                (unaudited)

                                                  Six months ended June 30,    Three months ended June 30,
                                                     2000           1999          2000            1999
                                                  ---------      ---------      ---------      ---------
INTEREST INCOME
<S>                                               <C>            <C>            <C>            <C>
     Interest income on loans                     $ 103,124      $      --      $  82,875      $      --
     Interest income on investment securities       215,878          1,155        118,783            740
                                                  ---------      ---------      ---------      ---------
         Total interest income                      319,002          1,155        201,658            740

INTEREST EXPENSE
     On deposits                                     72,923             --         50,977             --
     Other                                               --             --             --             --
                                                  ---------      ---------      ---------      ---------
         Total interest expense                      72,923             --         50,977             --
                                                  ---------      ---------      ---------      ---------

         Net interest income                        246,079          1,155        150,681            740

PROVISION FOR LOAN LOSSES                            56,154             --         37,296             --
                                                  ---------      ---------      ---------      ---------
         Net interest income after
           provision for loan losses                189,925          1,155        113,385            740

SERVICE FEES AND CHARGES                              6,711             --          4,120             --
                                                  ---------      ---------      ---------      ---------
         Net interest income after service
           fees and charges                         196,636             --        117,505            740

OTHER OPERATING EXPENSES
      Salaries and benefits                         288,864             --        156,666             --
     Depreciation and amortization                   23,331             --         11,978             --
     Occupancy expense, data processing
       and supplies                                 105,100             --         55,042             --
     Marketing                                       25,194             --         12,924             --
     Professional fees                              107,831        162,674         46,475         70,087
     Regulatory expense                                  --         18,900             --          1,300
     Other operating expenses                        62,035        503,899         42,625        370,516
                                                  ---------      ---------      ---------      ---------
         Total other operating expenses             612,355        685,473        325,710        441,903
                                                  ---------      ---------      ---------      ---------
         Loss before provision for
           Income taxes                            (415,719)      (684,318)      (208,205)      (441,163)
                                                  ---------      ---------      ---------      ---------

PROVISION FOR INCOME TAXES                               --             --             --             --
                                                  ---------      ---------      ---------      ---------

Net Loss                                          $(415,719)     $(684,318)     $(208,205)     $(441,163)
                                                  ---------      ---------      ---------      ---------

NET LOSS PER SHARE -
       BOTH BASIC AND DILUTED                     ($   .594)                    ($   .297)

WEIGHTED AVERAGE SHARES
       OUTSTANDING                                  700,213                       700,213
</TABLE>

See accompanying notes to consolidated financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>
                                       HCNB BANCORP, INC. AND SUBSIDIARY
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                                                  (unaudited)

                                                                                     2000              1999
                                                                                 -----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                              <C>              <C>
     Net loss                                                                    $  (415,719)     $  (684,318)
     Adjustments to reconcile net loss to net cash from operating activities
         Provision for loan losses                                                    56,154               --
         Depreciation and amortization                                                23,331               --
         Effect of change in:
                  Accrued interest receivable                                        (18,633)              --
                  Other assets                                                       (77,767)              --
                  Accounts payable and accrued expenses                               (5,219)         363,110
                                                                                 -----------      -----------

                           Net cash from operating activities                       (437,853)        (321,208)

CASH FLOWS FROM INVESTING ACTIVITIES
     Sale of investment securities                                                 2,998,081               --
     Loan principal disbursements                                                 (4,876,396)              --
     Purchase of property and equipment                                              (24,693)              --
                                                                                 -----------      -----------

                           Net cash from investing activities                     (1,903,008)              --

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in savings deposits                                                  5,296,746               --
     Repayments of related party advances
                                                                                          --          340,000
                                                                                 -----------      -----------

                           Net cash from financing activities                      5,296,746          340,000

INCREASE IN CASH AND CASH EQUIVALENTS                                              2,955,885           18,792

CASH AND CASH EQUIVALENTS, beginning of period                                     2,340,296            8,341
                                                                                 -----------      -----------
CASH AND CASH EQUIVALENTS, end of period                                         $ 5,296,181      $    27,133
                                                                                 -----------      -----------


Interest paid                                                                    $    65,245      $        --

Income taxes paid                                                                $        --      $        --
</TABLE>


See accompanying notes to consolidated financial statements.


                                       3
<PAGE>
                        HCNB BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.       ORGANIZATION

HCNB Bancorp, Inc. (the Company) was incorporated under the laws of the State of
Maryland on February 24, 1998,  primarily to hold all of the outstanding  shares
of capital stock of a national bank.

Effective  October,  1999, the Company completed an initial public offering (the
Offering)  in which it sold  700,213  shares of common  stock for $10 per share.
During 1999, the Company received proceeds from the Offering of $7,002,130.

On December 14, 1999, Harbor Capital National Bank (the Bank) received authority
from the Office of the  Comptroller  of the  Currency  and the  Federal  Deposit
Insurance Corporation to begin banking operations.

From  February 24, 1998 until  December 14, 1999,  the Company was  considered a
development stage enterprise.

The Company's  primary  operations are conducted by the Bank, which operates one
branch in Rockville,  Maryland.  The Bank is principally engaged in the business
of attracting  deposits and investing in commercial and consumer loans. The Bank
is subject to certain risks inherent in making loans and accepting deposits.  In
addition to these risks, the Company is currently operating at a loss. Growth in
operations  will be necessary  for the Company to be able to cover  overhead and
other operational costs.

2.       BASIS OF PRESENTATION

The accompanying  consolidated financial statements include the activity of HCNB
Bancorp, Inc. and its wholly-owned subsidiary, Harbor Capital National Bank. All
intercompany transactions have been eliminated in consolidation.

The accompanying consolidated financial statements for June 30, 2000 and for the
three and six month  periods  ended June 30, 2000 and 1999 have been prepared by
the  Company,  without  audit,  pursuant  to the  rules and  regulations  of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and  regulations.  However,  the Company believes that the disclosures are
adequate to make the information presented not misleading.

These consolidated  financial  statements should be read in conjunction with the
financial  statements  and notes  thereto for the year ended  December 31, 1999,
included in the Company's  Annual Report to Stockholders  on Form 10-KSB,  filed
with the  Securities and Exchange  Commission.  The balance sheet as of December
31, 1999 has been derived from the audited financial statements at that date.

The unaudited  consolidated  financial  statements  included  herein reflect all
adjustments (which include only normal, recurring adjustments) which are, in the
opinion of management,  necessary to state fairly the financial  position of the
Company as of June 30, 2000 and the results of its  operations for the three and
six  month  periods  ended  June 30,  2000 and the cash  flows for the six month
period ended June 30, 2000. The results of interim  periods are not  necessarily
indicative of the results expected for the full fiscal year.

3.       RELATED PARTY TRANSACTIONS

The  officers  and   directors  of  the  Company  have   deposits  in  the  Bank
approximating $962,300 at June 30, 2000.

                                       4
<PAGE>

The  officers  and  directors  of  the  Company  have  loans  due  to  the  Bank
approximating  $192,200  at June  30,  2000.  All  loans  made to  officers  and
directors are made on substantially the same terms, including interest rates and
collateral,  as those  prevailing at the time for comparable  transactions  with
unaffiliated  third  parties  and do not  involve  more than the normal  risk of
repayment or present other unfavorable features.

4.       REGULATORY MATTERS

The Bank is subject to various regulatory capital  requirements  administered by
the federal banking agencies.  Failure to meet minimum capital  requirements can
initiate certain mandatory - and possibly additional  discretionary - actions by
regulators  that,  if  undertaken,  could have a direct  material  effect on the
Bank's financial  statements.  Under capital action, the Bank must meet specific
capital  guidelines  that involve  quantitative  measures of the Bank's  assets,
liabilities and certain  off-balance  sheet items as calculated under regulatory
accounting  practices.  The Bank's capital amounts and  classification  are also
subject to  qualitative  judgments  by the  regulators  about  components,  risk
weighting and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Bank to maintain minimum amounts and ratios. Management believes, as
of June 30, 2000, that the Bank meets all capital adequacy requirements to which
it is subject.

Due to the Bank's recent  formation,  as of December 14, 1999,  the Bank has not
been  categorized  by the Office of the  Comptroller of the Currency (OCC) under
the  regulatory  framework for prompt  corrective  action.  To be categorized as
well-capitalized,  the Bank  must  maintain  minimum  total  risk-based,  Tier I
risk-based,  and Tier I leverage ratios.  There are no conditions or events that
management   believes   would  prevent  the  Bank  from  being   categorized  as
well-capitalized.

5.       INCOME TAXES

The Company uses the liability method of accounting for income taxes as required
by SFAS No. 119,  "Accounting  for Income  Taxes".  Under the liability  method,
deferred-tax  assets and liabilities are determined based on differences between
the financial  statement  carrying  amounts and the tax basis of existing assets
and liabilities  (i.e.,  temporary  differences) and are measured at the enacted
rates that will be in effect when the differences reverse. Deferred income taxes
will be  recognized  when it is deemed more likely than not that the benefits of
such deferred  income taxes will be realized;  accordingly,  no deferred  income
taxes or income tax benefits have been recorded by the Company.


                                       5


<PAGE>

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

This discussion and analysis provides an overview of the financial condition and
results of operations  of HCNB  Bancorp,  Inc.  ("Company")  and Harbor  Capital
National  Bank  ("Bank")  as of June 30,  2000 and for the  three  and six month
periods ended June 30, 2000. Comparative discussion of the results of operations
for the  three  and six  months  ended  June 30,  1999 and June 30,  2000 is not
provided, as the Company had no operations other than organizational activity in
the first and second  quarters of 1999, and as such,  comparisons do not provide
accurate or meaningful information regarding the Company's financial position or
results of operations.

Some of the  information  in this  discussion  and  analysis  includes  "forward
looking statements". These statements use words such as "may", "will", "expect",
"anticipate",  "plan",  "estimate" or similar words, and they discuss our future
expectations, projections of financial results or strategies that are subject to
risks and uncertainties.  When you read a forward-looking  statement, you should
keep in mind the risk factors set forth in our Annual Report to  Stockholders on
Form 10-KSB for the year ended  December  31, 1999.  Our actual  results and the
actual outcome of our  expectations  and strategies could be different from what
have been described in this report because of these risks and uncertainties.


General
HCNB Bancorp,  Inc. was incorporated  under the laws of the State of Maryland on
February  24,  1998,  to  serve as a bank  holding  company  for a newly  formed
commercial  bank,  Harbor  Capital  National Bank. The Bank received its charter
from the Office of the  Comptroller  of the  Currency on  December  14, 1999 and
commenced  operations  that day from its sole  location  at 1776 East  Jefferson
Street, Rockville,  Maryland. The Bank is a member of the Federal Reserve System
and its deposits are insured by the Federal Deposit Insurance Corporation.

The Company  completed its initial  offering of its shares of common stock ($.01
par value) in October,  1999. In the initial offering,  700,213 shares were sold
at a  price  of  $10.00  per  share;  total  proceeds  from  the  offering  were
$7,002,130.  After  offering  expenses,  the net  proceeds to the  Company  were
$6,828,075.  The Bank was initially  capitalized  by the Company in an amount of
$6,000,000.


Financial Condition
As of June 30,  2000,  assets  were  $11,977,868.  This  represents  a growth of
$4,875,808  or 68.65% since  December  31, 1999.  Deposits at June 30, 2000 were
$6,161,082.  This growth was mostly  attributable to demand for banking services
that had been  building  during the  extended  organization  period and  officer
calling  activities.  Management  believes  that the timing of the Bank  opening
during the  holiday  season  and in the winter  season had the effect of slowing
growth in deposit  activity  in the first  quarter,  but  deposit  activity  has
increased in the second  quarter.  Management has set the interest rates paid on
deposits to be competitive in the market and will continue to increase marketing
activities during the third quarter of 2000. The Bank has no brokered funds.

As of June 30,  2000,  loans (net of an  allowance  for loan losses and deferred
loan  fees)  totaled  $4,845,042,  the  majority  of which were  commercial  and
commercial  real  estate  loans.  Funds  not  extended  in loans are held in the
investment  portfolio.  At June 30,  2000,  the Bank  had  investments  totaling
$6,232,133.  All investments,  other than the Federal Reserve Bank stock held by
the Bank,  were held in overnight or short term  government  agency  securities.
Since  December  31,  1999,  there has been a movement of funds from  investment
securities to federal funds sold. This strategy was adopted to take advantage of
the prevailing interest rate environment.

Total capital at June 30, 2000 was $5,690,869.  Management believes this capital
will be adequate to fund the Company's and Bank's operations for the next twelve
month period.


Results of Operations
On a  consolidated  basis,  the Company  recorded a net loss of $208,205 for the
three month  period  ended June 30, 2000 and a net loss of $415,719  for the six
month period ended June 30, 2000. Of the total amount of $415,719,  $385,736 was
the loss associated with Bank operations.


                                       6
<PAGE>

Operating results for the year ending December 31, 2000 are projected to reflect
losses as loan and deposit growth initially will not produce net interest income
sufficient to cover  operating  expenses.  Management  is currently  considering
branch expansion into the District of Columbia.  No formal action has been taken
and all  activities are at this point  exploratory.  Costs  associated  with the
development of a branch location,  if expansion should occur this year, and with
the staffing of that facility could impact the Bank's operating results in 2000.


Net Interest Income
Net interest  income is the difference  between income on assets and the cost of
funds  supporting those assets.  Earning assets are composed  primarily of loans
and  investments;   interest  bearing  deposits  make  up  the  cost  of  funds.
Non-interest  bearing deposits and capital are also funding sources.  Changes in
the volume and mix of earning  assets and funding  sources along with changes in
associated interest rates determine changes in net interest income.

The net interest  income for the three and six month periods ended June 30, 2000
was $150,681 and $246,079.  For the six month  period,  $103,124 was income from
lending  activities;  $215,878  was income from  security  investments;  and the
Bank's cost of deposits was $72,923.

Growth in the loan  portfolio  resulted  in greater  contributions  to  interest
income in the second quarter,  because the yields on loans are normally 3% to 5%
higher than yields on  investment  securities.  At June 30,  2000,  the weighted
average yield on the loan  portfolio was 10.20%;  the weighted  average yield on
the investment portfolio was 6.77%.

The Bank is located in a competitive  environment and the rates of interest paid
on  its  deposits  are  somewhat  driven  by  those  paid  by  other  depository
institutions.  Management  has taken a  position  to be  competitive  within the
market,  normally  placing the Bank in the upper  one-half  of those  depository
institutions competing with it for deposits,  however the Bank has chosen not to
aggressively  compete for jumbo  certificates  of deposits which are highly rate
sensitive.  At June 30, 2000, the Bank's  weighted  average cost of deposits was
3.52%.  It is  anticipated  that both the volume of  deposits  and the  interest
expense will increase  during the next twelve month period based upon  increased
marketing activities.


Allowance and Provision for Credit Losses
The provision for credit losses  represents an expense to fund the allowance for
credit losses.  These funds are set aside in anticipation of potential of credit
losses in the current  loan  portfolio.  The amount  allocated  is based on many
factors which are considered in  management's  assessment of the loan portfolio.
These factors include economic  conditions and trends, the value and adequacy of
collateral,  the volume and mix of the loan  portfolio,  the  performance of the
portfolio, internal loan processes and capital adequacy of the Bank.

Based upon  management's  analysis of the loan  portfolio  as of June 30,  2000,
management allocated an additional amount of $37,296 to the provision for credit
losses.  On that date,  the  provision for credit losses  totaled  $56,154.  The
amount was computed based upon an allocation of 1.25% of commercial loans, 1.50%
of consumer  loans,  1.00% of real estate loans and 1.375% for personal lines of
credit.


Non-Interest Income
Non-interest  income is primarily  deposit  account service charges and fees for
ancillary  services such as ATM access and safe deposit  rentals.  For the three
month period ended June 30, 2000, the Bank realized  non-interest  income in the
amount of $4,120. This compares to $2,591 realized in the first quarter of 2000.
These fees are volume  driven,  based  mostly on the deposit  customer  base and
should increase as the customer base increases.  The Bank has seen increased use
of its automated teller machine  especially by consumers holding debit/ATM cards
issued by other financial institutions.

The Bank expects to broadly  promote its  internet  banking  program  during the
third  quarter of 2000.  Initial  expenses  relating to the start of the program
were minimal due to concessions made by the service  provider.  Monthly expenses
will be based on both a fixed  program  charge  and  activity  charges,  and are
estimated to be $1,000 to $1,200 per month.  Included with the internet  banking
program is a bill payment service.  Management anticipates that costs associated
with this service will be partially borne by the customer.


                                       7
<PAGE>
Non-Interest Expense
Non-interest  expense  for the three and six month  periods  ended June 30, 2000
were $325,710 and $612,355. The largest portion of these operating expenses were
salaries  and employee  benefits.  For the six month period ended June 30, 2000,
$288,864 was salary and employee benefits  expenses.  This represents 47% of all
other operating expenses.


Liquidity and Capital Resources
Stockholders'  equity at June 30, 2000 was  $5,690,869.  No cash  dividends have
been declared by the Company since its inception.

Banking  regulatory  authorities  have  implemented  strict  capital  guidelines
directly  related to the credit risk  associated with an  institution's  assets.
Banks and bank holding  companies are required to maintain  capital levels based
on their  "risk  adjusted"  assets  so that  categories  of assets  with  higher
"defined"  credit risks will require more capital support that assets with lower
risks. The Bank has exceeded its capital adequacy requirements to date.

The Bank's liquidity is provided by its cash and cash equivalents, which are its
cash on hand and on deposit with other  financial  institutions  and its federal
funds sold. The levels of such assets are dependent  upon the Bank's  operating,
financing and investment  activities at any given time.  Variations in levels of
cash and cash  equivalents  are  mostly  influenced  by  deposit  flows and loan
activity.












                                       8
<PAGE>
                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

                           None


Item 2.           Changes in Securities and Use of Proceeds

                    (a)      Not applicable

                    (b)      Not applicable

                    (c)      Not applicable

                    (d)      Not applicable


Item 3            Defaults Upon Senior Securities

                           Not Applicable


Item 4            Submission of Matters to a Vote of Security Holders

The Annual  Meeting of  Stockholders  of HCNB Bancorp,  Inc. was held on May 31,
2000. At that meeting, 112 persons were present either in person or by proxy and
these persons were entitled to cast 551,373  votes.  Total votes  eligible to be
cast by all  stockholders was 700,213.  The following  persons were nominated to
serve one year terms as directors of HCNB  Bancorp,  Inc. and the results of the
voting were as follow:

                                          FOR       WITHHELD     ABSTAIN

                  Michael J. Burke     541,373       10,000          0
                  Li-Min Lee           540,373       11,000          0
                  William J. Olsen     513,873       37,500          0

The  following  persons  were  nominated to serve two year terms as directors of
HCNB Bancorp, Inc. and the results of the voting were as follow:

                  Chi Ping Chow        540,373       11,000          0
                  Harvey S. Fenster    452,123       99,250          0

The following  persons were  nominated to serve three year terms as directors of
HCNB Bancorp, Inc. and the results of the voting were as follow:

                  Wayne A. Harrison    470,623        80,750         0
                  Robert K. Wang       436,123       115,250         0

Also at the Annual Meeting, the selection of the independent  accounting firm of
Jameson & Associates, P.A. was ratified by stockholders. The voting results were
as follow:

                                       536,373       15,000          0


Item 5            Other Information

                           None



                                       9
<PAGE>

Item 6            Exhibits

                  (a)  Exhibit 27 - Financial Data Schedule

                  (b)  No reports on Form 8-K were filed during the quarter
                       ended June 30, 2000.




                                   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.

                                   HCNB Bancorp, Inc.
                                   (Registrant)

Date 8/3/2000                      /s/ Michael J. Burke
     --------                      -------------------------------------------
                                   Michael J. Burke, Chairman/President
                                   (Principal Executive Officer)

Date 8/3/2000                      /s/ Li-Min Lee
     --------                      -------------------------------------------
                                   Li-Min Lee, Treasurer
                                   (Principal Accounting and Financial Officer)









                                       10