U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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, 2000
                                          --------------

___      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: 33-95562

                      BEACH FIRST NATIONAL BANCSHARES, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

       South Carolina                                58-1030117
  ------------------------                           ----------
  (State of Incorporation)                 (I.R.S. Employer Identification No.)

             1550 N. Oak Street, Myrtle Beach, South Carolina 29577
                    (Address of principal executive offices)

                                 (843) 626-2265
                           (Issuer's telephone number)

                                 Not Applicable

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 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: On April 30, 735,868 shares
of the  issuer's  common  stock,  par value  $1.00 per  share,  were  issued and
outstanding.


<PAGE>



PART I
FINANCIAL INFORMATION

Item 1.  Financial Statements.
<TABLE>
<CAPTION>

              Beach First National Bancshares, Inc. and Subsidiary
                          Myrtle Beach, South Carolina
                           Consolidated Balance Sheets

                                                                           March 31,                    December 31,
                                                                     2000          1999                      1999
                                                                     ----          ----                      ----
                                                                  (unaudited)     (unaudited)            (audited)
                                                                 -----------     -----------             ----------

<S>                                                              <C>              <C>                <C>
        ASSETS
Cash and due from banks                                             $ 893,457        $ 1,674,951        $  2,516,526
Federal funds sold                                                    210,000            780,000                   -
Investment securities available for sale                            9,140,545          9,549,438           9,283,159
Loans, net                                                         36,630,167         23,033,007          32,129,114
Premises and equipment, net                                         1,436,725          1,500,910           1,446,424
Real estate acquired in settlement of loans                            84,820            265,961              99,820
Other assets                                                          729,241            582,797             680,352
                                                                 ------------        -----------        ------------
      Total assets                                               $ 49,124,955        $37,387,064        $ 46,155,395
                                                                 ============        ===========        ============

          LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits
   Noninterest bearing deposits                                   $ 6,411,151        $ 5,019,869         $ 5,864,480
   Interest bearing deposits                                       33,070,791         25,782,287          30,971,540
                                                                 ------------        -----------        ------------
     Total deposits                                                39,481,942         30,802,156          36,836,020
Other borrowings                                                    3,100,000                  -           2,820,000
Other liabilities                                                     239,002            171,002             186,062
                                                                -------------        -----------        ------------
     Total liabilities                                             42,820,944         30,973,158          39,842,082
                                                                -------------        -----------        ------------

SHAREHOLDERS' EQUITY:
Common stock, $1 par value; 10,000,000 shares
   authorized; 735,868 shares issued and outstanding                  735,868            735,868             735,868
Paid-in capital                                                     6,476,481          6,476,481           6,476,481
Retained deficit                                                     (639,544)          (752,335)           (687,898)
Accumulated other comprehensive income (loss)                        (268,794)          (46,108)            (211,138)
                                                                -------------        -----------         -----------
     Total shareholders' equity                                     6,304,011          6,413,906           6,313,313
                                                                -------------        -----------         -----------
      Total liabilities and shareholders' equity                  $49,124,955        $37,387,064         $46,155,395
                                                                =============        ===========         ===========


</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


<PAGE>
<TABLE>
<CAPTION>
              Beach First National Bancshares, Inc, and Subsidiary
                          Myrtle Beach, South Carolina
                      Consolidated Statement of Operations
                                   (unaudited)
                                                                       Three Months Ended
                                                                             March 31
                                                                  ---------------------------
                                                                  2000                   1999
                                                                  ----                   ----
INTEREST INCOME
<S>                                                           <C>                     <C>
   Interest and fees on loans                                    $  805,520              $ 501,259
   Investment securities                                            154,071                170,659
   Federal funds sold                                                 3,126                  8,630
                                                                  ---------             ----------
          Total interest income                                     962,717                680,548

INTEREST EXPENSE
   Deposits                                                         427,309                326,591
   Other borrowings                                                  36,720                  2,332
                                                                  ---------             ----------
          Total interest expense                                    464,029                328,923

          Net interest income                                       498,688                351,625

PROVISION FOR POSSIBLE LOAN
   LOSSES                                                            38,732                 31,168
                                                                  ---------             ----------
          Net interest income after  provision for possible
            loan losses                                             459,956                320,457
                                                                  ---------             ----------

NONINTEREST INCOME
   Service fees on deposit accounts                                  55,357                 27,762
   Loss on sale of investment securities                             (2,508)               (12,857)
   Other income                                                       9,100                  8,154
                                                                  ---------              ----------
          Total noninterest income                                   61,949                 23,059

NONINTEREST EXPENSES
   Salaries and wages                                               203,511                160,490
   Employee benefits                                                      -                 15,513
   Supplies and printing                                             11,909                  9,219
   Advertising and public relations                                       -                 11,200
   Professional fees                                                 35,187                      -
   Depreciation and amortization                                     44,445                 50,229
   Occupancy                                                              -                  9,953
   Data processing fees                                              22,523                 19,394
   Other operating expenses                                          78,977                 52,106
                                                                   --------              ---------
          Total noninterest expenses                                444,892                358,080
                                                                   --------              ---------
         Income (loss) before income taxes                               -                      -

INCOME TAX EXPENSE (BENEFIT)                                        28,659                  (3,049)
                                                                 ---------               ---------
          Net  income (loss)                                     $  48,354               $ (11,515)
                                                                 =========               =========

BASIC NET INCOME (LOSS) PER COMMON SHARE                         $     .07               $    (.02)
                                                                 =========               =========
DILUTED  NET INCOME  (LOSS) PER COMMON  SHARE
                                                                 $     .06               $    (.02)
                                                                 =========               =========
</TABLE>

The accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>
              Beach First National Bancshares, Inc. and Subsidiary
           Consolidated Statements of Changes in Shareholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                                                      other            Total
                                                          Common stock     Paid-in      Retained   Comprehensive     shareholders'
                                                     Shares    Amount       Capital      Deficit     income             Equity
                                                     ------    ------       -------      -------   --------------    -------------
<S>                                                 <C>      <C>         <C>           <C>           <C>        <C>
BALANCE, DECEMBER 31, 1998                          735,868  $ 735,868   $ 6,476,481    $ (740,819)   $  2,126    $ 6,473,656
   Net loss                                               -          -             -       (11,515)          -        (11,515)
   Other comprehensive loss, net of income taxes:
        Unrealized gain on investment securities          -          -             -             -     (61,091)       (61,091)
        Less reclassification adjustments for losses
            included in net loss                          -          -             -             -
                                                                                                        12,857         12,857
                                                                                                                  -----------
   Comprehensive loss                                     -          -             -             -           -        (59,749)
                                                    -------  ---------  ------------    ----------  ----------    -----------
BALANCE, MARCH 31, 1999                             735,868  $ 735,868   $ 6,476,481    $ (752,335)  $ (46,108)   $ 6,413,906
                                                    =======  =========  ============    ==========  ==========    ===========

                                                                                                     Accumulated
                                                                                                       other          Total
                                                       Common stock        Paid-in      Retained   Comprehensive   Shareholders'
                                                    Shares    Amount        Capital      Deficit        Loss          Equity
                                                    -----    ------        -------      -------    ----------      ----------

BALANCE, DECEMBER 31, 1999                          735,868  $ 735,868   $ 6,476,481    $ (687,898)$  (211,138)  $ 6,313,313
   Net income                                             -          -             -        48,354           -        48,354
   Other comprehensive loss, net of income taxes:
        Unrealized loss on investment securities          -          -             -             -     (60,164)      (60,164)
        Less reclassification adjustments for losses
            included in net income                        -          -             -             -       2,508         2,508
   Comprehensive loss                                     -          -             -             -          -         (9,302)
                                                    -------  ---------   -----------  ------------ ----------    -----------
BALANCE, MARCH 31, 2000                             735,868  $ 735,868   $ 6,476,481    $ (639,544)$ (268,794)   $ 6,304,011
                                                    =======  =========   ===========  ============ ==========    ===========

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


<PAGE>

              Beach First National Bancshares, Inc. and Subsidiary
                          Myrtle Beach, South Carolina
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                     ----------------------
                                                                                     2000               1999
                                                                                     ----               ----

<S>                                                                                <C>                <C>
OPERATING ACTIVITIES
   Net loss                                                                        $   48,354         $  (11,515)
   Adjustments to reconcile net income (loss) to net cash provided by
        (used in) operating activities:
        Deferred income taxes                                                          28,659             (3,049)
        Provisions for loan losses                                                     31,168             31,168
        Depreciation and amortization                                                  44,445             50,229
        Writedown on real estate acquired in settlement of loans                       15,000                  -
        Loss on sale of investment securities                                           2,508             12,857
       (Increase) decrease in other assets                                            (50,901)            (6,056)
        Increase in other liabilities                                                  52,940             (6,010)
                                                                                   ----------         ----------
           Net cash provided by operating activities                                  172,173             67,624
                                                                                   ----------         ----------

INVESTING ACTIVITIES
   Purchase of investment securities                                                (209,313)                  -
   Proceeds from sale of investment securities                                        260,719          1,885,234

   Decrease (increase) in Federal funds sold                                        (210,000)          1,470,000

   Increase in loans, net                                                         (4,532,221)         (2,231,834)

   Purchase of premises and equipment                                                (30,349)            (16,737)
   Proceeds from sale of ORE                                                               -                  -
                                                                                           -              22,113
                                                                                  ----------         -----------
        Net cash used in investing activities                                     (4,721,164)          1,128,776
                                                                                  ----------         -----------

FINANCING ACTIVITIES
   Increase (decrease) in Federal funds purchased                                    280,000            (158,912)
   Net increase (decrease) in deposits                                             2,645,922            (332,886)
                                                                                  ----------         -----------
          Net cash provided by financing activities                                2,925,922            (491,798)
                                                                                  ----------         -----------

          Net increase (decrease) in cash and cash equivalents                    (1,623,069)            704,602

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                                                     $  2,516,526        $   970,349
                                                                                 ============        ===========

CASH AND CASH EQUIVALENTS, END OF
   PERIOD                                                                        $    893,457        $ 1,674,951
                                                                                 ============        ===========

CASH PAID FOR
   Income taxes                                                                  $      3,290        $         -
                                                                                 ------------        -----------


   Interest                                                                      $    448,828        $   321,147
                                                                                 ------------        -----------
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


<PAGE>


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

         The  following  discussion  contains  forward-looking  statements  that
involve  risks and  uncertainties.  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 S-1 (Registration Number 33-95562) as
filed with and declared effective by the Securities and Exchange Commission. The
Bank  completed  its  third  full  year  of  operations  in 1999  and has  grown
substantially since opening in September 1996. Comparisons of the Bank's results
for the periods  presented  should be made with an  understanding  of the Bank's
short history.

Results of Operations

EARNINGS REVIEW

         The  Company's net profit was $48,354,  or $0.07 per common share,  for
the three months ended March 31, 2000 as compared to a loss of $11,515, or $0.02
per common share,  for the three months ended March 31, 1999. The improvement in
net income  reflects the Bank's  continued  growth,  as average  earning  assets
increased  to $44.0  million  during the first  three  months of 2000 from $33.7
million  during the same  period of 1999.  The return on average  assets for the
three month period  ended March 31 was .41% in 2000  compared to (.13)% in 1999;
the return on average equity was 3.07% in 2000 versus (.72)% in 1999.

         During the first three months of 2000, net interest income increased to
$498,688  from  $351,625 in the same period of 1999.  The growth in net interest
income  resulted  from an increase of  $282,169  in interest  income,  partially
offset by an increase in interest  expense of $135,106.  The net interest spread
was 3.46% in the first three  months of 2000  compared to 3.01%  during the same
period of 1999.  The net  interest  margin was 4.54% for the three month  period
ended March 31, 2000 compared to 4.23% for the same period of 1999.

         The  provision  for loan losses was $38,732 for the three month  period
ended March 31, 2000, compared to $31,168 for the three month period ended March
31, 1999. The Company's  allowance for loan losses as a percentage of its period
end loans was 1.19%  and  1.24% at March 31,  2000 and 1999,  respectively.  Net
charge-offs  totaled  $5,228  for the first  three  months of 2000.  In the same
period of 1999,  there  were  $6,115 in net  charge  offs.  The  Company  had no
non-performing loans at March 31, 2000 and 1999.

         Noninterest  income for the three month period ended March 31, 2000 was
$61,949,  compared to $23,059 in the same period of 1999. This was due primarily
to and  increase in service  fees on deposits  accounts  resulting  from an $8.7
million growth in deposits from March 31, 1999 to March 31, 2000.

         Noninterest expense was $444,892 for the three month period ended March
31, 2000,  which was an increase of $86,812 over the same period of 1999.  These
increases in noninterest expense reflect increases in salaries,  advertising and
pubic  relations,  data processing fees and other expenses related to the growth
of the Bank as well the  writedown  to market  value of real estate  acquired in
settlement of loans.

Net Interest Income

         The primary  source of revenue for the Company is net interest  income,
which is the difference between income on  interest-bearing  assets and interest
paid on deposits and borrowings used to support such assets. Net interest income
is determined by the rates earned on the Company's  interest-earning  assets and
the  rates  paid on its  interest-bearing  liabilities  as well as the  relative
amounts of interest-bearing assets and interest-bearing  liabilities.  Presented
below are various  components  of assets and  liabilities,  interest  income and
expense and yields/costs for the periods indicated.


<PAGE>
<TABLE>
<CAPTION>
                                                  Average Balances, Income and Expenses, and Rates

                                       For the three months ended                   For the three months ended
                                              March 31, 2000                              March 31, 1999
                                              --------------                              --------------

                                    Average         Income/      Yield/         Average         Income/      Yield/
                                    Balance         Expense       Rate          Balance         Expense       Rate
                                    -------         -------       ----          -------         -------       ----

<S>                          <C>               <C>                <C>    <C>               <C>                <C>
Federal funds sold             $      198,910    $      3,126       6.30%  $      718,889    $      8,630       4.87%
Investment securities               9,231,213         154,071       6.69%      10,843,526         170,659       6.38%
Net loans                          34,582,000         805,520       9.34%      22,164,763         501,259       9.17%
                               --------------    ------------  ----------  --------------    ------------  ----------
     Total earning assets      $   44,012,123    $    962,717       8.77%  $   33,727,178    $    680,548       8.18%
                               ==============    ============  ==========  ==============    ============  ==========

Interest-bearing deposits      $   32,231,860    $    427,309       5.32%  $   25,621,526    $    326,591       5.17%
Other borrowings                    2,793,736          36,720       5.27%         168,343           2,332       5.62%
                               --------------    ------------  ----------  --------------    ------------  ----------
     Total interest-bearing

            Liabilities        $   35,025,596    $    464,029       5.31%  $   25,789,869    $    328,923       5.17%
                               ==============    ============  ==========  ==============    ============  ==========

Net interest spread                                                 3.46%                                       3.01%
Net interest income/margin                       $    498,688       4.54%                    $    351,625       4.23%
                                                 ============  ==========                    ============  ==========
</TABLE>

         As  reflected  above,  for the first  three  months of 2000 the average
yield  on  earning  assets  amounted  to  8.77%,   while  the  average  cost  of
interest-bearing liabilities was 5.31%. For the same period of 1999, the average
yield on  earning  assets  was 8.18% and the  average  cost of  interest-bearing
liabilities  was  5.17%.  The  increase  in  the  yield  on  earning  assets  is
attributable  to a significant  increase in outstanding  loans which earn higher
rates than other components of earning assets. This increase in average loans of
$12.4  million  reflects the Bank's  success in continuing to build its customer
base. The net interest margin is computed by subtracting  interest  expense from
interest  income and dividing the resulting  figure by average  interest-earning
assets.  The net interest margin for the three month period ended March 31, 2000
was 4.54% and for same period of 1999 was 4.23%. This increase was the result of
growth in average  earning assets of $10.3 million,  partially  offset by a $9.2
million  increase in  interest-bearing  liabilities.  In addition,  the weighted
average rates on earning  assets  increased by 59 basis points while the rate on
deposits increased by only 14 basis points. The increase in outstanding balances
is consistent with the Bank's expansion of its core base of loans and deposits.

         The following  table presents the changes in the Company's net interest
income as a result of changes  in the  volume  and rate of its  interest-earning
assets and  interest-bearing  liabilities.  The change in net interest income is
primarily due to increases in the volume of both loans and deposits  rather than
changes in average rates.

                                    Analysis of Changes in Net Interest Income
                                  ---------------------------------------------
                                  Three months ended March 31, 2000 versus 1999
                                  ---------------------------------------------
                                           Volume          Rate     Net change

Federal funds sold                        $   (8,076)  $   2,572  $    (5,504)
Investment securities                        (25,014)      8,426      (16,588)
Loans                                        294,805       9,456      304,261
                                          ----------  ----------  -----------
     Total earning assets                    261,715      20,454      282,169

Interest-bearing deposits                     91,264       9,454      100,718
Other borrowings                              34,534        (146)      34,388
                                          ----------  ----------  -----------
     Total interest-bearing liabilities      125,798       9,308      135,106
                                          ----------  ----------  -----------
Net interest income                       $  135,917  $   11,146  $   147,063
                                          ==========  =========== ===========


<PAGE>
Provision for Loan Losses

         The provision for loan losses was $38,732 for the first three months of
2000 and  $31,168 for the same period of 1998.  The  increase  was the result of
management's  assessment of the adequacy of the reserve for possible loan losses
given the size,  mix and  quality  of the  current  loan  portfolio.  Management
anticipates  loan  growth  will  continue  to be strong in 2000 and that it will
continue  to  increase  the  amount  of the  provision  for loan  losses  as the
portfolio grows. See also "Allowance for Possible Loan Losses" below.

Noninterest Income

         Noninterest  income  was  $61,949  in the  first  three  months of 2000
compared  to  $23,059  in the same  period  of  1998.  Service  fees on  deposit
accounts, the largest component of noninterest income, increased from $27,762 in
1999 to $55,357 in 2000. Other income increased to $9,100 in 2000 from $8,154 in
the  same  period  of 1999.  Both of  these  categories  of  noninterest  income
increased  due to growth in the number of deposit  accounts as well as increased
fee-related  activities  of  customers.  The net loss on the sale of  investment
securities  decreased  to $2,508 from  $12,857 for the three month  period ended
March 31, 2000 and 1999 respectively.  These losses primarily relate to paydowns
on mortgage backed securities and result from movements in market interest rates
since the securities were acquired.

Noninterest Expense

         Total noninterest  expense increased from $358,080 for the three months
ended March 31, 1999 to $444,892  for the same period of 2000.  The  increase in
noninterest  expense reflects an increase in most expense categories as a result
of the growth of the assets of the Bank to $49.1  million at March 31, 2000 from
$37.4 million at March 31, 1999.  Salary and wages  increased by $43,021  during
the three months ended March 31, 2000  compared to the same period in 1999,  and
employee benefits increased by $3,900.  These increases are primarily the result
of increased  incentive-based  compensation programs implemented in 2000 for all
employees.  We expect  salaries and benefits  expense to continue to increase in
2000 as a result of the  severance  payments  payable  to Mr.  Horn,  the Bank's
former President whose resignation was effective in February 2000.

         Advertising and public  relations  expense  increased by $6,007 for the
first  quarter of 2000  compared to the same period of 1999.  This growth is the
result  of  increased  media  and   promotional   expenses.   Depreciation   and
amortization  expense  decreased by $5,784 from the first quarter of 1999 to the
same period of 2000.  This decline was due to the fact that equipment  purchased
when the bank opened in 1996 has now been fully depreciated.

         For the three  month  period  ended  March 31,  2000,  data  processing
expense  increased to $22,523 from $19,394 during the same period of 1999.  Data
processing  fees are  directly  related to  increases  in the volume of loan and
deposit  accounts and  associated  transaction  activity.  The category of other
expenses  increased  to $78,977 for the first three  months of 2000  compared to
$52,106  for the same  period of 1999.  This  increase  was due to the growth of
operating  expenses  associated with the expansion of loans and deposits and the
writedown to market value of real estate acquired in settlement of loans.

BALANCE SHEET REVIEW

Investment Securities

         Total  securities  averaged  $9.2  million in the first three months of
2000 and totaled  $9.1  million at March 31,  2000.  In the same period of 1999,
total  securities  averaged  $10.8 million and totaled $9.5 million at March 31,
1999. At March 31, 2000, the Company's total investment securities portfolio had
a book value of $9.5  million and a market value of $9.1 for an  unrealized  net
loss of  $409,243.  The  Company  primarily  invests in U.S.  Government  Agency
Mortgage backed securities.

         Contractual   maturities   and  yields  on  the  Company's   investment
securities (all available for sale) at March 31, 2000.  Expected  maturities may
differ from contractual maturities because issuers may have the right to call or
prepay obligations with or without call or prepayment penalties.


<PAGE>
<TABLE>
<CAPTION>
                          Investment Securities Maturity Distribution and Yields
                                               March 31, 2000

                                                After one but          After five but
                       Within one year        Within five years       Within ten years        After ten years
                       ---------------        -----------------       ----------------        ---------------
                      Amount        Yield       Amount       Yield      Amount      Yield      Amount       Yield
                      ------        -----       ------       -----      ------      -----      ------       -----
<S>                <C>          <C>           <C>         <C>           <C>    <C>              <C>     <C>
U.S. Treasury         $  ----         ----%    $  ----         ----%  $   ----       ----%  $     ----       ----%
U.S. Govt Agencies       ----         ----        ----         ----    662,146       7.30         ----       ----
Mortgage-backed          ----         ----        ----         ----                  ----    8,574,592       6.29
Other                    ----         ----        ----         ----       ----       ----      313,050       6.68
                     --------     --------    --------     --------   --------  ---------  -----------       ----
     Total            $  ----         0.00%    $  ----             %  $662,146      7.30%   $8,887,642       6.30%
                     ========     ========    ========     ========   ========  =========  ===========       ====
</TABLE>

         At March 31, 2000, short-term  investments totaled $210,000 compared to
$780,000  as of March  31,  1999.  These  funds  are one  source  of the  Bank's
liquidity  and are  generally  invested in an earning  capacity on an  overnight
basis.

Loans

         At March 31, 2000,  net loans (gross loans less the  allowance for loan
losses) totaled $36.6 million, an increase of $13.6 million from March 31, 1999.
Average  gross loans  increased  from $22.2 million with a yield of 9.17% in the
first three months of 1999 to $34.6  million with a yield of 9.34% in 2000.  The
interest  rates  charged on loans vary with the degree of risk and the  maturity
and amount of the loan. Competitive pressures,  money market rates, availability
of funds and government regulations also influence interest rates.

         Since loans typically provide higher yields than other types of earning
assets,  one of the Bank's goals is for loans to represent the largest  category
of earning  assets.  Much  progress was made in the effort as loans at March 31,
2000 were 79.9% of earning assets, versus 69.4% at March 31, 1999.

         The  following  table shows the  composition  of the loan  portfolio by
category at March 31, 2000 and 1999.
<TABLE>
<CAPTION>
                                                  Composition of Loan Portfolio
                                                 -------------------------------------
                                      March 31, 2000                       March 31, 1999
                                                Percent                                Percent
                                    Amount     of Total                   Amount       Of Total
                                    ------     --------                   ------       --------
<S>                           <C>                <C>               <C>                   <C>
Commercial                      $  6,027,043        16.2%             $  4,252,487          18.2%
Real estate - construction         3,701,826         9.9                 2,210,269           9.5
Real estate - mortgage            22,974,314        61.9                13,606,667          58.2
Consumer                           4,439,989        12.0                 3,308,694          14.1
                                  ----------     --------              -----------      --------
      Loans, gross                37,143,172       100.0%               23,378,117         100.0%
                                  ==========                           ===========
Unearned income                      (70,623)                              (56,842)
Allowance for possible loan losses  (442,382)                             (288,268)
                                  ----------                           ------------
      Loans, net                $ 36,630,167                           $ 23,033,007
                                 ===========                           ============
</TABLE>
         The principal  component of the Company's  loan  portfolio at March 31,
2000 and 1999 was  mortgage  loans,  which  represented  61.9%  and 58.2% of the
portfolio,  respectively.  In the  context of this  discussion,  a "real  estate
mortgage  loan" is  defined  as any loan,  other  than  loans  for  construction
purposes,  secured by real estate,  regardless  of the purpose of the loan.  The
Company follows the common  practice of financial  institutions in the Company's
market area of obtaining a security  interest in real estate whenever  possible,
in  addition  to any other  available  collateral.  The  collateral  is taken to
reinforce  the  likelihood  of the  ultimate  repayment of the loan and tends to
increase the magnitude of the real estate loan portfolio  component.  Generally,
the  Company  limits it  loan-to-value  ratio to 80%.  Due to the short time the
portfolio  has  existed,  the current mix may not be  indicative  of the ongoing
portfolio mix. Management will attempt to maintain a relatively diversified loan
portfolio to help reduce the risk inherent in concentrations of collateral.

         The following  table sets forth the maturity  distribution,  classified
according to sensitivity to changes in interest rates,  for selected  components
of the Company's loan portfolio as of March 31, 2000.
<PAGE>
<TABLE>
<CAPTION>
       Loan Maturity Schedule and Sensitivity to Changes in Interest Rates

                                                   March 31, 2000

                                                          After one but           After
                                         One year          Within five            Five
                                         or less              Years               Years                 Total
                                         --------         -------------           -----                 -----
<S>                                   <C>               <C>                  <C>                   <C>
Commercial                            $  2,437,581      $     3,420,652      $    168,810          $     6,027,043
Real estate                              2,716,888           17,562,670         2,694,757               22,974,315
Construction                             2,377,896              863,930           460,000                3,701,826
Consumer                                 1,459,862            2,479,961           500,165                4,439,988
                                      ------------      ---------------      ------------          ---------------
     Total gross loans                $  8,992,227      $    24,327,213      $  3,823,732          $    37,143,172
                                      ============      ===============      ============          ===============
Fixed Interest Rate                   $  3,255,818      $    23,469,546      $  3,452,011          $    30,177,375
Variable Interest Rate                   5,736,409              857,667           371,721                6,965,797
                                      ------------      ---------------      ------------          ---------------
     Total gross loans                $  8,992,227      $    24,327,213      $  3,823,732          $    37,143,172
                                      ============      ===============      ============          ===============
</TABLE>
         The  information   presented  in  the  above  table  is  based  on  the
contractual  maturities of the individual  loans,  including  loans which may be
subject  to  renewal  at their  contractual  maturity.  Renewal of such loans is
subject to review and credit  approval,  as well as  modification  of terms upon
their maturity.  Actual repayments of loans may differ from maturities reflected
above because borrowers may have the right to prepay obligations with or without
prepayment penalties.

Allowance for Possible Loan Losses

         We have  established  an allowance for loan losses  through a provision
for loan losses charged to expense.  The allowance represents an amount which we
believe will be adequate to absorb  probable  losses on existing  loans that may
become uncollectible.  Out judgment in determining the adequacy of the allowance
is  based  on  evaluations  of  the  collectibility  of  loans  and  takes  into
consideration  such factors as conditions that may affect the borrower's ability
to pay, overall  portfolio  quality,  and a review of specific problem loans. We
adjust the amount of the allowance periodically based on changing circumstances.
Recognized  losses are charged to the  allowance  for losses,  while  subsequent
recoveries  are added to the  allowance.  A loan is impaired when it is probable
that we will be unable to collect all  principal  and  interest  payments due in
accordance  with  the  terms  of the  loan  agreement.  Individually  identified
impaired loans are measured  based on the present value of payments  expected to
be  received,   using  the   contractual   loan  rate  as  the  discount   rate.
Alternatively,  measurement  may be based on observable  market prices,  or, for
loans that are solely dependent on the collateral for repayment, measurement may
be based on the fair value of the collateral.  If the recorded investment in the
impaired  loan  exceeds  the measure of fair value,  a  valuation  allowance  is
established  as a component of the  allowance  for loan  losses.  Changes to the
valuation  allowance  are  recorded as a  component  of the  provision  for loan
losses.


<PAGE>

         In addition,  regulatory agencies periodically review our allowance for
loan  losses as part of their  examination  process,  and they may require us to
record  additions to the allowance  based on their  judgment  about  information
available to them at the time of their examinations.

         At March 31, 2000, the allowance for possible loan losses was $442,382,
or 1.19% of outstanding loans, compared to an allowance for possible loan losses
of $288,268,  or 1.24% of  outstanding  loans,  at March 31, 1999.  In the first
three months of 2000, the Bank had net charge-offs of $5,228. In the same period
of 1999, there were $6,115 in net charge offs. The Company had no non-performing
loans at March 31, 2000 and 1999.

Allowance for Loan Losses

                                                  Three months ending March 31,

                                                     2000                 1999
                                                     ----                 ----

Average loans outstanding                      $34,582,000         $22,164,763
Loans outstanding at period end                 37,072,549          23,321,275
Total nonperforming loans                                -                   -

Beginning balance of allowance                 $   408,878         $   263,215

Loans charged off                                   (5,228)             (6,115)
Total recoveries                                         0                   0
                                               -----------         -----------
Net loans charged off                               (5,228)             (6,115)

Provision for loan losses                           38,732              31,168
                                               -----------         -----------
Balance at period end                          $   442,382         $   288,268
                                               ===========         ===========

Net charge-offs to average loans                     0.02%                0.03%
Allowance as a percent of total loans                1.19%                1.24%
Nonperforming loans as a
     Percentage of total loans                  N/A                  N/A
Nonperforming loans as a
     Percentage of allowance                    N/A                  N/A

Deposits and Other Interest-Bearing Liabilities

         Average total deposits were $37.6 million and average  interest-bearing
deposits were $32.2 million in the first quarter of 2000. Average total deposits
were $30.0 million and average  interest-bearing  deposits were $25.6 million in
the same  period of 1999.  The  following  table sets forth the  deposits of the
Company by category as of March 31, 2000 and March 31, 1999.
<TABLE>
<CAPTION>

                                                 Deposits
                                               March 31, 2000                   March 31, 1999
                                           -------------------------       -----------------------
                                                           Percent                          Percent
                                                             of                              of
                                            Amount         Deposits         Amount         Deposits
                                            ------         --------         ------         --------
<S>                               <C>                     <C>     <C>                    <C>
Demand deposit accounts             $    6,411,151          16.2%   $    5,019,869         16.3%
NOW accounts                             1,249,998           3.2%          847,481          2.8%
Money market accounts                    3,827,407           9.7%        3,518,609         11.4%
Savings accounts                         4,380,266          11.1%        4,222,366         13.7%
Time deposits less than $100,000        16,692,579          42.3%       12,275,130         39.8%
Time deposits of $100,000 or over        6,920,541          17.5%        4,918,701         16.0%
                                    --------------    -----------   --------------    ----------
     Total deposits                 $   39,481,942         100.0%   $  30,802,156         100.00%
                                    ==============    ===========   =============     ==========
</TABLE>


<PAGE>


         Internal  growth,  resulting  primarily  from  special  promotions  and
increased advertising generated the new deposits.

         Core  deposits,  which exclude  certificates  of deposit of $100,000 or
more,  provide  a  relatively  stable  funding  source  for the  Company's  loan
portfolio  and other  earning  assets.  The  Company's  core deposits were $32.6
million at March 31, 2000  compared to $25.9 million at March 31, 1999. A stable
base of deposits is expected to be the  Company's  primary  source of funding to
meet both its  short-term  and  long-term  liquidity  needs in the future.  Core
deposits as a percentage of total deposits were  approximately  82% at March 31,
2000 and 84% at March 31, 1999. The Company's loan-to-deposit ratio was 93.9% at
March 31, 2000 versus 75.7% at March 31, 1999. The average loan-to-deposit ratio
was 91.9% during the first three months of 2000 and 73.9% during the same period
of 1999.

CAPITAL

         Under the capital  guidelines of the Office of the  Comptroller  of the
Currency,  the Bank is required to maintain a minimum total  risk-based  capital
ratio  of  8%,  with  at  least  4%  being  Tier  1  capital.  To be  considered
"well-capitalized",  banks  must  meet  regulatory  standards  of 10% for  total
risk-based capital and 6% for Tier 1 capital.  Tier 1 capital consists of common
shareholders'  equity,   qualifying  perpetual  preferred  stock,  and  minority
interest in equity  accounts of  consolidated  subsidiaries,  less goodwill.  In
addition, the Bank must maintain a minimum Tier 1 leverage ratio (Tier 1 capital
to total average assets) of at least 4%. The "well-capitalized" standard for the
Tier 1  leverage  ratio is 5%.  The  following  chart  reflects  the  risk-based
regulatory capital ratios of the Bank at March 31, 2000.
<TABLE>
<CAPTION>

                                               Analysis of Capital
                                                  March 31, 2000
                                              (Amounts in thousands)

                                       Required                    Actual                       Excess
                                       --------                    ------                       ------
                                   Amount         %           Amount        %           Amount            %
                                   ------         -           ------        -           ------            -
<S>                           <C>           <C>         <C>          <C>           <C>             <C>
The Bank:
Tier 1 risk-based capital          1,496         4.0%        5,658        15.1%         4,162           11.1%
Total risk-based capital           2,994         8.0%        6,100        16.3%         3,106           8.3%
Tier 1 leverage                    1,850         4.0%        5,658        12.2%         3,808           8.2%
</TABLE>


         The  Company  believes  that it has  sufficient  capital  to  fund  its
activities on an on-going basis.

LIQUIDITY AND INTEREST RATE SENSITIVITY

         Primary  sources  of  liquidity  for the  Company  are  core  deposits,
scheduled  repayments on the Company's  loans and interest on and  maturities of
its investments. All securities of the Company have been classified as available
for  sale.  Occasionally,  the  Company  might  sell  investment  securities  in
connection with the management of its interest sensitivity gap or to manage cash
availability. The Company may also utilize its cash and due from banks, security
repurchase  agreements and federal funds sold to meet liquidity  requirements as
needed.  In addition,  the Company has the ability,  on a short-term  basis,  to
purchase federal funds from other financial institutions. Presently, the Company
has made arrangements with commercial banks for short-term unsecured advances of
up to $3,000,000.  The Company believes that its liquidity and ability to manage
assets will be sufficient to meet its cash requirements over the near term.

         The Company monitors and manages the pricing and maturity of its assets
and  liabilities  in




<PAGE>

order to lessen the potential  impact that interest rate movements could have on
its net interest  margin.  To minimize the effect of these  margin  swings,  the
balance  sheet should be structured so that  repricing  opportunities  exist for
both assets and liabilities in roughly  equivalent  amounts at approximately the
same time intervals  Imbalances in these pricing  opportunities  at any point in
time constitute interest rate risk.

         Interest   rate   sensitivity   refers   to   the   responsiveness   of
interest-bearing assets and liabilities to changes in market interest rates. The
rate  sensitive  position,  or gap,  is the  difference  in the  volume  of rate
sensitive  assets  and  liabilities  at  any  given  time  interval.  Management
generally  attempts  to maintain a balance  between  rate  sensitive  assets and
liabilities  to  minimize  the  company's  interest  rate risks.  Interest  rate
sensitivity  can  be  managed  by  repricing  assets  or  liabilities,   selling
securities available-for-sale, replacing an asset or liability at maturity or by
adjusting the interest  rate during the life of an asset or liability.  Managing
the amount of assets and  liabilities  repricing in the same time interval helps
to hedge the risk and minimize  the impact on net  interest  income of rising or
falling interest rates.

         The interest rate  sensitivity  position at March 31, 2000 is presented
below. Since all rates and yields do not adjust at the same velocity, the gap is
only a general indicator of rate sensitivity.

<TABLE>
<CAPTION>
                                        Interest Sensitivity Analysis
                                                March 31, 2000

                                                  After three
                                                      but        After one but
                                  Within three  Within twelve     within five     After five
                                     month          months           Years           years           Total
                                     -----          ------       ------------     ----------         -----

<S>                            <C>            <C>             <C>             <C>             <C>
Assets
Earning assets:
   Federal funds sold            $          --  $           --  $          --   $          --   $         --
   Investment securities                    --       2,484,632             --        6,655,913     9,140,545
   Loans                             8,688,199       1,401,804     23,530,535        3,452,011    37,072,549
                                 -------------  --------------  -------------   --------------  ------------
        Total earning assets     $   8,688,199  $    3,886,436  $  23,530,535   $   10,107,924  $ 46,213,094
                                 =============  ==============  =============   ==============  ============

Liabilities
Interest-bearing liabilities

   Money market and NOW          $   5,077,405  $           --  $           --  $           --   $ 5,077,405
   Savings deposits                  4,380,266              --              --              --     4,380,266
   Time deposits                     3,069,652      11,921,961       8,621,507              --    23,613,120
   Other borrowings                  1,200,000              --              --       1,900,000     3,100,000
                                 -------------- --------------  --------------  --------------- ------------
        Total interest-bearing
            liabilities          $  13,727,323  $   11,921,961  $    8,621,507  $    1,900,000  $ 36,170,791
                                 =============  ==============  ==============  ==============  ============

Period gap                       $  (5,039,124) $   (8,035,525) $   14,909,028  $    8,207,924  $ 10,042,303
Cumulative gap                   $  (5,039,124) $  (13,074,649) $    1,834,379  $   10,042,303  $ 10,042,303
Ratio of cumulative gap to
        total earning assets            (10.9)%         (28.3)%           4.0%            21.7%
</TABLE>

         The Company  generally  would benefit from  increasing  market rates of
interest when it has an asset  sensitive  gap and  generally  would benefit from
decreasing market rates of interest when it is liability sensitive.  The Company
currently  is  liability  sensitive  in time frames less than one year and asset
sensitive  after that.  However,  the  Company's  gap  analysis is not a precise
indicator of its interest  sensitivity  position.  The analysis  presents only a
static view of the timing of  maturities  and repricing  opportunities,  without
taking  into  consideration  that  changes in  interest  rates do not affect all
assets and  liabilities  equally.  Net interest income is also impacted by other
significant  factors,  including changes in the volume and mix of earning assets
and interest-bearing liabilities.


<PAGE>



IMPACT OF INFLATION

         Unlike  most  industrial  companies,  the  assets  and  liabilities  of
financial  institutions such as the Company and the Bank are primarily  monetary
in  nature.  Therefore,  interest  rates have a more  significant  impact on the
Company's  performance  than do the  effects of changes in the  general  rate of
inflation and changes in prices. In addition,  interest rates do not necessarily
move in the same  magnitude  as the prices of goods and  services.  As discussed
previously,  management  seeks to  manage  the  relationships  between  interest
sensitive  assets  and  liabilities  in  order  to  protect  against  wide  rate
fluctuations, including those resulting from inflation.

YEAR 2000 ISSUES

         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 $26,000 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.

                     MARKET FOR THE COMPANY'S COMMON EQUITY
                         AND RELATED SHAREHOLDER MATTERS

         The  Company's  articles of  incorporation  authorize it to issue up to
10,000,000 shares of Common Stock, of which 735,868,  for a total of $7,358,680,
were sold in the initial public  offering and are  outstanding.  As of March 27,
2000,  the  Company  had 928  shareholders  of record.  There is no  established
trading  market in the Common  Stock,  and one is not expected to develop in the
near future.

         All  outstanding  shares of Common Stock of the Company are entitled to
share equally in dividends from funds legally available  therefor,  when, as and
if declared by the Board of Directors.  The Company does not plan to declare any
dividends in the immediate future.

PART II
-------
OTHER INFORMATION
-----------------

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities.

         Not applicable.



<PAGE>

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

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

         Not applicable

Item 5.  Other Information.

         None.

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

(a)      Exhibits - See Exhibit Index attached hereto.

(b)  Reports on Form 8-K.

         No  reports on Form 8-K were filed  during the period  ended  March 31,
2000.


<PAGE>


                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934 (the "Exchange Act"), the registrant  caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      BEACH FIRST NATIONAL BANCSHARES, INC.


Date:   May 8, 2000                   By:      /s/ Walter E. Standish, III
       ------------                       --------------------------------
                                                   Walter E. Standish, III
                                                    President

                                                 /s/ Ann W. Jones
                                          --------------------------------
                                                     Ann W. Jones
                                                  Chief Financial and
                                               Principal Accounting Officer


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                              Description
-------                             -----------

1.1.              Selling  Agent  Agreement,  dated  October  16,  1995,  by and
                  between  Capital   Investment  Group,  Inc.  and  the  Company
                  (incorporated  by  reference  to Exhibit 1.1 to the  Company's
                  Registration Statement No. 33-95562 on Form S-1).

3.1.              Articles  of  Incorporation   (incorporated  by  reference  to
                  Exhibit  3.1  to  the  Company's  Registration  Statement  No.
                  33-95562 on Form S-1).

3.2.              Bylaws  (incorporated  by  reference  to  Exhibit  3.2  to the
                  Company's Registration Statement No. 33-95562 on Form S-1).

4.1.              Provisions  in the  Company's  Articles of  Incorporation  and
                  Bylaws  defining  the rights of  holders  of the Common  Stock
                  (incorporated  by  reference  to Exhibit 4.1 to the  Company's
                  Registration Statement No. 33-95562 on Form S-1).

4.2.              Form of Certificate of Common Stock (incorporated by reference
                  to Exhibit 4.1 to the  Company's  Registration  Statement  No.
                  33-95562 on Form S-1).

10.1.             Contract of Sale,  dated April 27, 1995,  by and between Nadim
                  Baroody,  Mary  Baroody,  Jean P.  Saad,  and Miray  Saad,  as
                  sellers,  and Orvis Bartlett Buie, as purchaser  (incorporated
                  by  reference to Exhibit  10.1 to the  Company's  Registration
                  Statement No. 33-95562 on Form S-1).

10.2.             Line of Credit Note, dated April 24, 1995, by Sea Group,  Ltd.
                  to The Bankers Bank (incorporated by reference to Exhibit 10.2
                  to the Company's  Registration  Statement No. 33-95562 on Form
                  S-1).

10.3.             Employment  Agreement,  dated August 23, 1995,  by and between
                  the Company and William Gary Horn  (incorporated  by reference
                  to Exhibit 10.3 to the  Company's  Registration  Statement No.
                  33-95562 on Form S-1).*

10.4.             Form of Amended and Restated Escrow Agreement,  dated November
                  of 1995,  by and among The Bankers  Bank,  Capital  Investment
                  Group,  Inc.,  and the Company  (incorporated  by reference to
                  Exhibit  10.4  to the  Company's  Registration  Statement  No.
                  33-95562 on Form S-1).

10.5.             Amended and Restated  Escrow  Agreement,  dated December 1,
                  1995, by and among The Bankers Bank,  Capital  Investment
                  Group,  Inc., and the Company  (incorporated by reference to
                  Exhibit 10.5 of the Company's Form 10-KSB for the fiscal
                  year ended December 31, 1995).

10.6.             Amendment to Employment  Agreement,  dated January 9, 1996, by
                  and between the Company and William Gary Horn (incorporated by
                  reference to Exhibit 10.6 of the Company's Form 10-KSB for the
                  fiscal year ended December 31, 1995).*

10.7              Stock Option Plan dated as of April 30, 1997  (incorporated
                  by reference to Exhibit 10.7 of the Company's Form 10-KSB for
                  the fiscal year ended December 31, 1996).

10.8              Separation  Agreement  of William  Gary Horn with the  Company
                  dated February 9, 2000  (incorporated  by reference to Exhibit
                  10.8 of the  Company's  Form  10-KSB for the  fiscal  year end
                  December 31, 1999).


<PAGE>

10.9              Employment  Agreement  of  Walter  E.  Standish,  III with the
                  Company  dated March 4, 2000  (incorporated  by  reference  to
                  Exhibit 10.9 of the Company's  Form 10-KSB for the fiscal year
                  end December 31, 1999).

13                Annual Report to Shareholders  for the year ended December 31,
                  1997 (incorporated by reference to Exhibit 13 of the Company's
                  Form 10-K for the year ended December 31, 1997)

16                Letter of Francis &  Company,  dated  November  6, 1997 to the
                  Securities and Exchange Commission  (incorporated by reference
                  to  Exhibit  16 of the  Company's  Current  Report on Form 8-K
                  filed on November 13, 1997)

21.1.             Subsidiaries  of the  Company.  (incorporated  by reference to
                  Exhibit  21.1 of the  Company's  Form  10-QSB for the  quarter
                  ended March 30, 1996).

27.1.             Financial Data Schedule for the period ended March 31, 2000.
                  (for SEC use only).
----------
         * Denotes executive compensation contract or arrangement.