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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)

[X]      Annual Report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934 For the fiscal year ended December 31, 1999

                                       OR

[ ]      Transition Report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934
                 For the transition period from _____ to _______

                          Commission file no. 33-95562

                      BEACH FIRST NATIONAL BANCSHARES, INC.
                 ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

           South Carolina                           57-1030117
    --------------------------------             -------------------
    (State or Other Jurisdiction                  (I.R.S. Employer
    of Incorporation or Organization)             Identification No.)

     1550 North Oak Street
   Myrtle Beach, South Carolina                         29577
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(Address of Principal Executive Offices)              (Zip Code)

                                 (843) 626-2265
                       ------------------------------------
                 Issuer's Telephone Number, Including Area Code

        Securities registered pursuant to Section 12(b) of the Act: None
    Securities registered pursuant to Section 12(g) of the Act: Common Stock

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.
Yes _____  No ______

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 6, 2000 was $6,899,288. This calculation is based
upon $12.50, the last trade price of the common stock of which the Company is
aware. There is no active trading market for the common stock and trades are
limited and sporadic.

         There were 735,868 shares of the Company's common stock issued and
outstanding as of the record date, March 10, 2000.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

          Company's 1999 Annual Report and Proxy Statement for the 2000
                        Annual Meeting of Shareholders.


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ITEM 1.  DESCRIPTION OF BUSINESS

         This Report contains statements which constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
the Securities Exchange Act of 1934. These statements are based on many
assumptions and estimates and are not guarantees of future performance. Our
actual results may differ materially from those projected in any forward-looking
statements, as they will depend on many factors about which we are unsure,
including many factors which are beyond our control. The words "may," "would,"
"could," "will," "expect," "anticipate," "believe," "intend," "plan," and
"estimate," as well as similar expressions, are meant to identify such
forward-looking statements. Potential risks and uncertainties include, but are
not limited to:

         -        significant increases in competitive pressure in the banking
                  and financial services industries;

         -        changes in the interest rate environment which could reduce
                  anticipated or actual margins;

         -        changes in political conditions or the legislative or
                  regulatory environment;

         -        general economic conditions, either nationally or regionally
                  and especially in primary service area, becoming less
                  favorable than expected resulting in, among other things, a
                  deterioration in credit quality;

         -        changes occurring in business conditions and inflation;

         -        changes in technology;

         -        changes in monetary and tax policies;

         -        changes in the securities markets; and

         -        other risks and uncertainties detailed from time to time in
                  our filings with the Securities and Exchange Commission.


GENERAL

         Beach First National Bancshares, Inc. was incorporated as a South
Carolina corporation on July 28, 1995, to serve as the holding company for Beach
First National Bank. The bank commenced operations on September 23, 1996. The
bank is organized as a national banking association under the laws of the United
States, and the bank engages in a commercial banking business from its main
office located at the corner of Oak Street and Sixteenth Avenue North in the
City of Myrtle Beach, South Carolina, with deposits insured by the FDIC.

MARKETING FOCUS

         Most of the banks in the Myrtle Beach area are now local branches of
large regional banks. Although size gives the larger banks certain advantages in
competing for business from large corporations, including higher lending limits
and the ability to offer services in other areas of South Carolina and the
Myrtle Beach area, the company believes that there has been a void in the
community banking market in the Myrtle Beach area which the bank can
successfully fill. As a result, the company generally does not attempt to
compete for the banking relationships of large corporations, but concentrates
its efforts on small- to medium-sized businesses and on individuals.


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BANKING SERVICES

         The bank offers a full range of deposit services that are typically
available in most banks and savings and loan associations, including checking
accounts, NOW accounts, savings accounts, and other time deposits of various
types, ranging from daily money market accounts to longer-term certificates of
deposit. The transaction accounts and time certificates are tailored to the
bank's principal market area at rates competitive to those offered in the Myrtle
Beach area. In addition, the bank offers certain retirement account services,
such as Individual Retirement Accounts (IRAs). All deposit accounts are insured
by the FDIC up to the maximum amount allowed by law (generally, $100,000 per
depositor, subject to aggregation rules). The bank solicits these accounts from
individuals, businesses, associations and organizations, and governmental
authorities.

LENDING ACTIVITIES

         General. The Bank emphasizes a range of lending services, including
real estate, commercial and consumer loans, to individuals and small- to
medium-sized businesses and professional concerns that are located in or conduct
a substantial portion of their business in the bank's market area.

         Real Estate Loans. The loans secured generally by first or second
mortgages on real estate are one of the primary components of the bank's loan
portfolio. These loans consist of commercial real estate loans, construction and
development loans, and residential real estate loans (but exclude home equity
loans, which are classified as consumer loans).

         Commercial Loans. The bank makes loans for commercial purposes in
various lines of businesses. Included in this category are loans to purchase
equipment, finance accounts receivable or inventory or for working capital
purposes.

         Consumer Loans. The bank makes a variety of loans to individuals for
personal and household purposes, including secured and unsecured installment and
term loans, home equity loans and lines of credit, and revolving lines of credit
such as overdraft protection.

         Loan Approval and Review. The bank's loan approval policies provide for
various levels of officer lending authority. When the amount of aggregate loans
to a single borrower exceeds that individual officer's lending authority, the
loan request is considered by an officer with a higher lending limit. Any loan
in excess of this lending limit is approved by the directors' loan committee.
The bank does not make any loans to any director or executive officer of the
bank unless the loan is approved by the board of directors of the bank and is
made on terms not more favorable to such person than would be available to a
person not affiliated with the bank.

         Lending Limits. The bank's lending activities are subject to a variety
of lending limits imposed by federal law. While differing limits apply in
certain circumstances based on the type of loan or the nature of the borrower
(including the borrower's relationship to the bank), in general the bank is
subject to a loan-to-one-borrower limit. These limits increase or decrease as
the bank's capital increases or decreases. Unless the bank sells participations
in its loans to other financial institutions, the bank is not able to meet all
of the lending needs of loan customers requiring aggregate extensions of credit
above these limits.

OTHER BANKING SERVICES

         Other bank services which are in place or planned include cash
management services, safe deposit boxes, travelers checks, direct deposit of
payroll and social security checks, and automatic drafts for various accounts.
The bank is associated with a shared network of automated teller machines that
may be used by bank customers throughout South Carolina and other regions. In
the future, the bank intends to offer annuities, mutual funds, and


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other financial services. The bank also offers MasterCard and VISA credit card
services through a correspondent bank as an agent for the bank.

                           SUPERVISION AND REGULATION

         Both the company and the bank are subject to extensive state and
federal banking laws and regulations which impose specific requirements or
restrictions on and provide for general regulatory oversight of virtually all
aspects of operations. These laws and regulations are generally intended to
protect depositors, not shareholders. The following summary is qualified by
reference to the statutory and regulatory provisions discussed. Changes in
applicable laws or regulations may have a material effect on our business and
prospects. Beginning with the enactment of the Financial Institution Report
Recovery and Enforcement Act in 1989 and following with the FDIC Improvement Act
in 1991, numerous additional regulatory requirements have been placed on the
National Banking industry in the past several years, and additional changes have
been proposed. Our operations may be affected by legislative changes and the
policies of various regulatory authorities. We cannot predict the effect that
fiscal or monetary policies, economic control, or new federal or state
legislation may have on our business and earnings in the future.

GRAMM-LEACH-BLILEY ACT

         On November 4, 1999, the U.S. Senate and House of Representatives each
passed the Gramm-Leach-Bliley Act, previously known as the Financial Services
Modernization Act of 1999. The Act was signed into law by President Clinton on
November 12, 1999. Among other things, the Act repeals the restrictions on banks
affiliating with securities firms contained in sections 20 and 32 of the
Glass-Steagall Act. The Act also permits bank holding companies to engage in a
statutorily provided list of financial activities, including insurance and
securities underwriting and agency activities, merchant banking, and insurance
company portfolio investment activities. The Act also authorizes activities that
are "complementary" to financial activities.

         The Act is intended to grant to community banks certain powers as a
matter of right that larger institutions have accumulated on an ad hoc basis.
Nevertheless, the Act may have the result of increasing the amount of
competition that we face from larger institutions and other types of companies.
In fact, it is not possible to predict the full effect that the Act will have on
us. From time to time other changes are proposed to laws affecting the National
Banking industry, and these changes could have a material effect on our business
and prospects. We cannot predict the nature or the extent of the effect on our
business and earnings of fiscal or monetary policies, economic controls, or new
federal or state legislation.

BEACH FIRST NATIONAL BANCSHARES, INC.

         Because it owns the outstanding capital stock of the bank, the company
is a bank holding company under the federal Bank Holding Company Act of 1956 and
the South Carolina Banking and Branching Efficiency Act.

         The Bank Holding Company Act. Under the Bank Holding Company Act, the
company is subject to periodic examination by the Federal Reserve and required
to file periodic reports of its operations and any additional information that
the Federal Reserve may require. Our activities at the bank and holding company
level are limited to:

         -        banking and managing or controlling banks;
         -        furnishing services to or performing services for its
                  subsidiaries; and
         -        engaging in other activities that the Federal Reserve
                  determines to be so closely related to banking and managing or
                  controlling banks as to be a proper incident thereto.

         Investments, Control, and Activities. With certain limited exceptions,
the Bank Holding Company Act requires every bank holding company to obtain the
prior approval of the Federal Reserve before:


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         -        acquiring substantially all the assets of any bank;
         -        acquiring direct or indirect ownership or control of any
                  voting shares of any bank if after the acquisition it would
                  own or control more than 5% of the voting shares of such bank
                  (unless it already owns or controls the majority of such
                  shares); or
         -        merging or consolidating with another bank holding company.

         In addition, and subject to certain exceptions, the Bank Holding
Company Act and the Change in Bank Control Act, together with regulations
thereunder, require Federal Reserve approval prior to any person or company
acquiring "control" of a bank holding company. Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of a bank holding company. Control is rebuttably presumed to exist if
a person acquires 10% or more, but less than 25%, of any class of voting
securities and either the company has registered securities under Section 12 of
the Securities Exchange Act of 1934 or no other person owns a greater percentage
of that class of voting securities immediately after the transaction. The
company's common stock is registered under the Securities Exchange Act of 1934.
The regulations provide a procedure for challenge of the rebuttable control
presumption.

         Under the Bank Holding Company Act, a bank holding company is generally
prohibited from engaging in, or acquiring direct or indirect control of more
than 5% of the voting shares of any company engaged in nonbanking activities
unless the Federal Reserve Board, by order or regulation, has found those
activities to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto. Some of the activities that the Federal
Reserve Board has determined by regulation to be proper incidents to the
business of a bank holding company include:

         -        making or servicing loans and certain types of leases; o
                  engaging in certain insurance and discount brokerage
                  activities;
         -        performing certain data processing services;
         -        acting in certain circumstances as a fiduciary or investment
                  or financial adviser;
         -        owning savings associations; and
         -        making investments in certain corporations or projects
                  designed primarily to promote community welfare.


         The Federal Reserve Board imposes certain capital requirements on the
company under the Bank Holding Company Act, including a minimum leverage ratio
and a minimum ratio of "qualifying" capital to risk-weighted assets. These
requirements are described below under "Capital Regulations." Subject to its
capital requirements and certain other restrictions, the company is able to
borrow money to make a capital contribution to the bank , and these loans may be
repaid from dividends paid from the bank to the company. Our ability to pay
dividends is subject to regulatory restrictions as described below in " Beach
First National Bank - Dividends." The company is also able to raise capital for
contribution to the bank by issuing securities without having to receive
regulatory approval, subject to compliance with federal and state securities
laws.

         Source of Strength; Cross-Guarantee. In accordance with Federal Reserve
Board policy, the company is expected to act as a source of financial strength
to the bank and to commit resources to support the bank in circumstances in
which the company might not otherwise do so. Under the Bank Holding Company Act,
the Federal Reserve Board may require a bank holding company to terminate any
activity or relinquish control of a nonbank subsidiary, other than a nonbank
subsidiary of a bank, upon the Federal Reserve Board's determination that such
activity or control constitutes a serious risk to the financial soundness or
stability of any subsidiary depository institution of the bank's holding
company. Further, federal bank regulatory authorities have additional discretion
to require a bank holding company to divest itself of any bank or nonbank
subsidiary if the agency determines that divestiture may aid the depository
institution's financial condition.

         South Carolina State Regulation. As a bank holding company registered
under the South Carolina Banking and Branching Efficiency Act, we are subject to
limitations on sale or merger and to regulation by the South Carolina Board of
Financial Institutions. Prior to acquiring the capital stock of a national bank,
we are not


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required to obtain the approval of the Board, but we must notify them at least
15 days prior to doing so. We must receive the Board's approval prior to
engaging in the acquisition of banking or nonbanking institutions or assets, and
we must file periodic reports with respect to our financial condition and
operations, management, and intercompany relationships between the company and
its subsidiaries.

BEACH FIRST NATIONAL BANK

         The bank operates as a national banking association incorporated under
the laws of the United States and subject to examination by the Office of the
Comptroller of the Currency. Deposits in the bank are insured by the FDIC up to
a maximum amount, which is generally $100,000 per depositor subject to
aggregation rules.

         The Office of the Comptroller of the Currency and the FDIC regulate or
monitor virtually all areas of the bank's operations, including:

         -        security devices and procedures;
         -        adequacy of capitalization and loss reserves;
         -        loans;
         -        investments;
         -        borrowings;
         -        deposits;
         -        mergers;
         -        issuances of securities;
         -        payment of dividends;
         -        interest rates payable on deposits;
         -        interest rates or fees chargeable on loans;
         -        establishment of branches;
         -        corporate reorganizations;
         -        maintenance of books and records; and
         -        adequacy of staff training to carry on safe lending and
                  deposit gathering practices.

         The Office of the Comptroller of the Currency requires the bank to
maintain specified capital ratios and imposes limitations on the bank's
aggregate investment in real estate, bank premises, and furniture and fixtures.
The Office of the Comptroller of the Currency also requires the bank to prepare
quarterly reports on the bank's financial condition and to conduct an annual
audit of its financial affairs in compliance with its minimum standards and
procedures.

         Under the FDIC Improvement Act, all insured institutions must undergo
regular on site examinations by their appropriate banking agency. The cost of
examinations of insured depository institutions and any affiliates may be
assessed by the appropriate agency against each institution or affiliate as it
deems necessary or appropriate. Insured institutions are required to submit
annual reports to the FDIC, their federal regulatory agency, and their state
supervisor when applicable. The FDIC Improvement Act directs the FDIC to develop
a method for insured depository institutions to provide supplemental disclosure
of the estimated fair market value of assets and liabilities, to the extent
feasible and practicable, in any balance sheet, financial statement, report of
condition or any other report of any insured depository institution. The FDIC
Improvement Act also requires the federal banking regulatory agencies to
prescribe, by regulation, standards for all insured depository institutions and
depository institution holding companies relating, among other things, to the
following:

         -        internal controls;
         -        information systems and audit systems;
         -        loan documentation;
         -        credit underwriting;
         -        interest rate risk exposure; and


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         -        asset quality.

         National banks and their holding companies which have been chartered or
registered or have undergone a change in control within the past two years or
which have been deemed by the Office of the Comptroller of the Currency or the
Federal Reserve Board to be troubled institutions must give the Office of the
Comptroller of the Currency or the Federal Reserve Board thirty days' prior
notice of the appointment of any senior executive officer or director. Within
the 30 day period, the Office of the Comptroller of the Currency or the Federal
Reserve Board, as the case may be, may approve or disapprove any such
appointment.

         Deposit Insurance. The FDIC establishes rates for the payment of
premiums by federally insured banks and thrifts for deposit insurance. A
separate Bank Insurance Fund and Savings Association Insurance Fund are
maintained for commercial banks and savings associations with insurance premiums
from the industry used to offset losses from insurance payouts when banks and
thrifts fail. In 1993, the FDIC adopted a rule which establishes a risk-based
deposit insurance premium system for all insured depository institutions. Under
this system, until mid-1995 depository institutions paid to Bank Insurance Fund
or Savings Association Insurance Fund from $0.23 to $0.31 per $100 of insured
deposits depending on its capital levels and risk profile, as determined by its
primary federal regulator on a semiannual basis. Once the Bank Insurance Fund
reached its legally mandated reserve ratio in mid-1995, the FDIC lowered
premiums for well-capitalized banks, eventually eliminating premiums for
well-capitalized banks, with a minimum semiannual assessment of $1,000. However,
in 1996 Congress enacted the Deposit Insurance Funds Act of 1996, which
eliminated even this minimum assessment. It also separated the Financial
Corporation assessment to service the interest on its bond obligations. The
amount assessed on individual institutions by the Financial Corporation
assessment is in addition to the amount paid for deposit insurance according to
the risk-related assessment rate schedule. Increases in deposit insurance
premiums or changes in risk classification will increase the bank's cost of
funds, and we may not be able to pass these costs on to our customers.

         Transactions With Affiliates and Insiders. The bank is subject to the
provisions of Section 23A of the Federal Reserve Act, which places limits on the
amount of loans or extensions of credit to, or investments in, or certain other
transactions with, affiliates and on the amount of advances to third parties
collateralized by the securities or obligations of affiliates. The aggregate of
all covered transactions is limited in amount, as to any one affiliate, to 10%
of the bank's capital and surplus and, as to all affiliates combined, to 20% of
the bank 's capital and surplus. Furthermore, within the foregoing limitations
as to amount, each covered transaction must meet specified collateral
requirements. Compliance is also required with certain provisions designed to
avoid the taking of low quality assets.

         The bank is also subject to the provisions of Section 23B of the
Federal Reserve Act which, among other things, prohibits an institution from
engaging in certain transactions with certain affiliates unless the transactions
are on terms substantially the same, or at least as favorable to such
institution or its subsidiaries, as those prevailing at the time for comparable
transactions with nonaffiliated companies. The bank is subject to certain
restrictions on extensions of credit to executive officers, directors, certain
principal shareholders, and their related interests. Such extensions of credit
(i) must be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
third parties and (ii) must not involve more than the normal risk of repayment
or present other unfavorable features.

         Dividends. A national bank may not pay dividends from its capital. All
dividends must be paid out of undivided profits then on hand, after deducting
expenses, including reserves for losses and bad debts. In addition, a national
bank is prohibited from declaring a dividend on its shares of common stock until
its surplus equals its stated capital, unless there has been transferred to
surplus no less than one-tenth of the bank's net profits of the preceding two
consecutive half-year periods (in the case of an annual dividend). The approval
of the Office of the Comptroller of the Currency is required if the total of all
dividends declared by a national bank in any calendar year exceeds the total of
its net profits for that year combined with its retained net profits for the
preceding two years, less any required transfers to surplus.


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         Branching. National banks are required by the National Bank Act to
adhere to branch office banking laws applicable to state banks in the states in
which they are located. Under current South Carolina law, the bank may open
branch offices throughout South Carolina with the prior approval of the Office
of the Comptroller of the Currency. In addition, with prior regulatory approval,
the bank will be able to acquire existing banking operations in South Carolina.
Furthermore, federal legislation has recently been passed which permits
interstate branching. The new law permits out-of-state acquisitions by bank
holding companies, interstate branching by banks if allowed by state law, and
interstate merging by banks.

         Community Reinvestment Act. The Community Reinvestment Act requires
that, in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve, the FDIC, or the Office of the
Comptroller of the Currency shall evaluate the record of each financial
institution in meeting the credit needs of its local community, including low
and moderate income neighborhoods. These factors are also considered in
evaluating mergers, acquisitions, and applications to open a branch or facility.
Failure to adequately meet these criteria could impose additional requirements
and limitations on the bank.

         Other Regulations. Interest and other charges collected or contracted
for by the bank are subject to state usury laws and federal laws concerning
interest rates. The bank's loan operations are also subject to federal laws
applicable to credit transactions, such as:

         -        the federal Truth-In-Lending Act, governing disclosures of
                  credit terms to consumer borrowers;

         -        the Home Mortgage Disclosure Act of 1975, requiring financial
                  institutions to provide information to enable the public and
                  public officials to determine whether a financial institution
                  is fulfilling its obligation to help meet the housing needs of
                  the community it serves;

         -        the Equal Credit Opportunity Act, prohibiting discrimination
                  on the basis of race, creed or other prohibited factors in
                  extending credit;
         -        the Fair Credit Reporting Act of 1978, governing the use and
                  provision of information to credit reporting agencies;
         -        the Fair Debt Collection Act, governing the manner in which
                  consumer debts may be collected by collection agencies; and
         -        the rules and regulations of the various federal agencies
                  charged with the responsibility of implementing such federal
                  laws.

The deposit operations of the bank also are subject to:

         -        the Right to Financial Privacy Act, which imposes a duty to
                  maintain confidentiality of consumer financial records and
                  prescribes procedures for complying with administrative
                  subpoenas of financial records; and
         -        the Electronic Funds Transfer Act and Regulation E issued by
                  the Federal Reserve Board to implement that act, which governs
                  automatic deposits to and withdrawals from deposit accounts
                  and customers' rights and liabilities arising from the use of
                  automated teller machines and other electronic banking
                  services.

         Capital Regulations. The federal bank regulatory authorities have
adopted risk-based capital guidelines for banks and bank holding companies that
are designed to make regulatory capital requirements more sensitive to
differences in risk profiles among banks and bank holding companies and account
for off-balance sheet items. The guidelines are minimums, and the federal
regulators have noted that banks and bank holding companies contemplating
significant expansion programs should not allow expansion to diminish their
capital ratios and should maintain ratios in excess of the minimums. We have not
received any notice indicating that either the company or the bank is subject to
higher capital requirements. The current guidelines require all bank holding
companies and federally-regulated banks to maintain a minimum risk-based total
capital ratio equal to 8%, of which at least 4% must be Tier 1 capital. Tier 1
capital includes common shareholders' equity, qualifying perpetual preferred
stock, and minority interests in equity accounts of consolidated subsidiaries,
but excludes goodwill and most other intangibles and excludes the allowance for
loan and lease losses. Tier 2 capital includes


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the excess of any preferred stock not included in Tier 1 capital, mandatory
convertible securities, hybrid capital instruments, subordinated debt and
intermediate term-preferred stock, and general reserves for loan and lease
losses up to 1.25% of risk-weighted assets.

         Under these guidelines, banks' and bank holding companies' assets are
given risk-weights of 0%, 20%, 50%, or 100%. In addition, certain off-balance
sheet items are given credit conversion factors to convert them to asset
equivalent amounts to which an appropriate risk-weight applies. These
computations result in the total risk-weighted assets. Most loans are assigned
to the 100% risk category, except for first mortgage loans fully secured by
residential property and, under certain circumstances, residential construction
loans, both of which carry a 50% rating. Most investment securities are assigned
to the 20% category, except for municipal or state revenue bonds, which have a
50% rating, and direct obligations of or obligations guaranteed by the United
States Treasury or United States Government agencies, which have a 0% rating.

         The federal bank regulatory authorities have also implemented a
leverage ratio, which is equal to Tier 1 capital as a percentage of average
total assets less intangibles, to be used as a supplement to the risk-based
guidelines. The principal objective of the leverage ratio is to place a
constraint on the maximum degree to which a bank holding company may leverage
its equity capital base. The minimum required leverage ratio for top-rated
institutions is 3%, but most institutions are required to maintain an additional
cushion of at least 100 to 200 basis points.

         The FDIC Improvement Act established a new capital-based regulatory
scheme designed to promote early intervention for troubled banks which requires
the FDIC to choose the least expensive resolution of bank failures. The new
capital-based regulatory framework contains five categories of compliance with
regulatory capital requirements, including "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized," and
"critically undercapitalized." To qualify as a "well capitalized" institution, a
bank must have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of
no less than 6%, and a total risk-based capital ratio of no less than 10%, and
the bank must not be under any order or directive from the appropriate
regulatory agency to meet and maintain a specific capital level. Currently, we
qualify as "well capitalized."

         Under the FDIC Improvement Act regulations, the applicable agency can
treat an institution as if it were in the next lower category if the agency
determines (after notice and an opportunity for hearing) that the institution is
in an unsafe or unsound condition or is engaging in an unsafe or unsound
practice. The degree of regulatory scrutiny of a financial institution
increases, and the permissible activities of the institution decreases, as it
moves downward through the capital categories. Institutions that fall into one
of the three undercapitalized categories may be required to do some or all of
the following:

         -        submit a capital restoration plan;
         -        raise additional capital;
         -        restrict their growth, deposit interest rates, and other
                  activities;
         -        improve their management;
         -        eliminate management fees; or
         -        divest themselves of all or a part of their operations.

Bank holding companies controlling financial institutions can be called upon to
boost the institutions' capital and to partially guarantee the institutions'
performance under their capital restoration plans.

         These capital guidelines can affect us in several ways. If we grow at a
rapid pace, our capital may be depleted too quickly, and a capital infusion from
the holding company may be necessary which could impact our ability to pay
dividends. Our capital levels currently are adequate; however, rapid growth,
poor loan portfolio performance, poor earnings performance, or a combination of
these factors could change our capital position in a relatively short period of
time.

         Failure to meet these capital requirements would mean that a bank would
be required to develop and file


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a plan with its primary federal banking regulator describing the means and a
schedule for achieving the minimum capital requirements. In addition, such a
bank would generally not receive regulatory approval of any application that
requires the consideration of capital adequacy, such as a branch or merger
application, unless the bank could demonstrate a reasonable plan to meet the
capital requirement within a reasonable period of time.

         Enforcement Powers. The Financial Institution Report Recovery and
Enforcement Act expanded and increased civil and criminal penalties available
for use by the federal regulatory agencies against depository institutions and
certain "institution-affiliated parties." Institution-affiliated parties
primarily include management, employees, and agents of a financial institution,
as well as independent contractors and consultants such as attorneys and
accountants and others who participate in the conduct of the financial
institution's affairs. These practices can include the failure of an institution
to timely file required reports or the filing of false or misleading information
or the submission of inaccurate reports. Civil penalties may be as high as
$1,000,000 a day for such violations. Criminal penalties for some financial
institution crimes have been increased to 20 years. In addition, regulators are
provided with greater flexibility to commence enforcement actions against
institutions and institution-affiliated parties. Possible enforcement actions
include the termination of deposit insurance. Furthermore, banking agencies'
power to issue cease-and-desist orders were expanded. Such orders may, among
other things, require affirmative action to correct any harm resulting from a
violation or practice, including restitution, reimbursement, indemnification or
guarantees against loss. A financial institution may also be ordered to restrict
its growth, dispose of certain assets, rescind agreements or contracts, or take
other actions as determined by the ordering agency to be appropriate.

         Effect of Governmental Monetary Policies. Our earnings are affected by
domestic economic conditions and the monetary and fiscal policies of the United
States government and its agencies. The Federal Reserve Bank's monetary policies
have had, and are likely to continue to have, an important impact on the
operating results of commercial banks through its power to implement national
monetary policy in order, among other things, to curb inflation or combat a
recession. The monetary policies of the Federal Reserve Board have major effects
upon the levels of bank loans, investments and deposits through its open market
operations in United States government securities and through its regulation of
the discount rate on borrowings of member banks and the reserve requirements
against member bank deposits. It is not possible to predict the nature or impact
of future changes in monetary and fiscal policies.

LOCATION AND SERVICE AREA

         The bank engages in a general commercial and retail banking business,
emphasizing the needs of small- to medium-sized businesses, professional
concerns, and individuals, primarily in Myrtle Beach, South Carolina and the
surrounding area, including Horry County. The bank has an office located at the
corner of Oak Street and Sixteenth Avenue North in the city of Myrtle Beach. We
have recently signed a lease on a 1.51 acre tract of land at the northwest
corner of the intersection of S. C. Highway 544 and U. S. Highway 17 in Myrtle
Beach. A branch will be constructed on this site which is tentatively scheduled
to open in the 4th quarter 2000.

         Horry County is located on the Atlantic coast of the state of South
Carolina. Myrtle Beach, South Carolina is located within Horry County. The
Myrtle Beach area, also known as the Grand Strand, stretches from the North
Carolina state line at Little River to Georgetown, South Carolina. According to
the 1999 Myrtle Beach Area Statistical Abstract, Myrtle Beach had an estimated
population in 1996 of 28,456, while Horry County had an estimated population of
174,762. By 2010, Horry County's projected population will be 225,800. The
principal component of the economy of the Myrtle Beach area is vacation, sport,
and entertainment tourism. The Grand Strand hosts an estimated 13.5 million
visitors annually. The vacation segment, which has a four-month season, attracts
vacationers from along the East Coast. Area hotels, motels, condominiums, and
cottages provide more than 55,000 rooms. The Myrtle Beach area also has nine
privately-owned campgrounds and two publicly-owned state parks consisting of
more than 7,000 sites. Convention business also has a sizeable economic impact
on the Myrtle Beach area. The sports segment, which has an approximate ten-month
season, attracts golfers, tennis players, and anglers. The Grand Strand boasts
104 golf courses, with approximately 4.3 million rounds of


                                       10
<PAGE>   11
golf played in 1998. The entertainment segment is a year-round source of funds.
The Grand Strand has eleven live entertainment theaters, including the Palace
Theater and the Alabama Theater, as well as entertainment centers as varied as
Ripley's Aquarium and the Pavilion Amusement Park.

COMPETITION

         The banking business is highly competitive. The bank competes as a
financial intermediary with other commercial banks, savings and loan
associations, credit unions, and money market mutual funds operating in the
Myrtle Beach area and elsewhere. As of March 2000, there were thirteen
commercial banks and three savings banks operating in Horry County. We believe
that the community bank focus of the bank, with its emphasis on service to small
businesses, individuals, and professional concerns, gives it an advantage in
this market. Nevertheless, a number of these competitors are well established in
the Myrtle Beach area. Most of them have substantially greater resources and
lending limits than the bank and offer certain services, such as extensive and
established branch networks and trust services, that the bank does not provide.
As a result of these competitive factors, the bank may have to pay higher rates
of interest to attract deposits.

EMPLOYEES

         As of February 9, 2000, we had sixteen full-time employees and two
part-time employees.

ITEM 2.    DESCRIPTION OF PROPERTY

         The principal place of business of both the company and the bank and
the main office of the bank is located at the corner of Oak Street and Sixteenth
Avenue North in Myrtle Beach, South Carolina. The bank's main office is a
located on 0.8-acre plot of land, which was purchased for $218,000. The company
constructed a permanent banking facility of 5,000 square feet on the site at a
cost of approximately $1,000,000, which was paid out of the proceeds of the
company's initial public offering. Furniture, fixtures, and equipment for the
main office cost approximately $534,000. There is one automated teller machine
located at the bank's main office.

         On November 17, 1999, the bank signed a lease on a 1.51 acre tract of
land at the northwest corner of the intersection of S. C. Highway 544 and U. S.
Highway 17 in Myrtle Beach, South Carolina. The initial term of the lease is
twenty years, with two five-year renewal options. The bank will construct a
branch facility on this site which is tentatively scheduled to open in the 4th
quarter of 2000. We believe that the facilities adequately serve our needs.

ITEM 3.    LEGAL PROCEEDINGS.

         There are no material legal proceedings.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


                                       11
<PAGE>   12
ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The company's articles of incorporation authorize it to issue up to
10,000,000 shares of common stock, of which 735,868 shares, for a total of
$7,358,680, were sold in the initial public offering and are outstanding as of
March 6, 2000. As of March 6, 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 our common stock are entitled to share
equally in dividends from funds legally available therefor, when, as and if
declared by our board of directors. We do not plan to declare any dividends in
the immediate future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         In response to this Item, the information contained on pages 5 through
15 of the company's Annual Report to Shareholders for the year ended December
31, 1999 is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS

         In response to this Item, the information contained on pages 16 through
34 of the company's Annual Report to Shareholders for the year ended December
31, 1999 is incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         In response to this Item, the information contained on page 10 of the
company's Proxy Statement for the Annual Meeting of Shareholders to be held on
April 26, 2000 is incorporated herein by reference.

ITEM 10.  EXECUTIVE COMPENSATION

         In response to this Item, the information contained on pages 6 through
8 of the company's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 26, 2000 is incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         In response to this Item, the information contained on page 9 of the
company's Proxy Statement for the Annual Meeting of Shareholders to be held on
April 26, 2000 is incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In response to this Item, the information contained on page 10 of the
company's Proxy Statement for the Annual Meeting of Shareholders to be held on
April 26, 2000 is incorporated herein by reference.


                                       12
<PAGE>   13



ITEM 13.   EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:

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 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


                                       14
<PAGE>   14

10.9.    Employment Agreement of Walter E. Standish, III with the Company dated
         March 4, 2000

13       Annual Report to Shareholders for the year ended December 31, 1999

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 SEC use only).

--------------------
*        Denotes executive compensation contract or arrangement.

(b)      Reports on Form 8-K

*         There were no reports filed on Form 8-K.


                                       14
<PAGE>   15


                                 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:   March 27, 2000                 By:       /s/ Walter E. Standish, III
       ----------------------------             ----------------------------
                                                Walter E. Standish, III
                                                President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter E. Standish, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Annual Report on Form 10-KSB, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
Signature                                                Title                                   Date
---------                                                -----                                   ----
<S>                                         <C>                                                <C>
/s/ Michael Bert Anderson                                                                      03/27/00
-----------------------------------
Michael Bert Anderson                                   Director

/s/ Orvis Bartlett Buie                                                                        03/27/00
-----------------------------------
Orvis Bartlett Buie                                     Director


-----------------------------------
Raymond E. Cleary III                       Chairman of the Board, and Chief
                                                    Executive Officer

/s/ Vernie E. Dove                                                                             03/27/00
-----------------------------------
Vernie E. Dove                                          Director


-----------------------------------
Jack Green, Jr.                                         Director


/s/ Michael D. Harrington                                                                      03/27/00
-----------------------------------
Michael D. Harrington                                   Director
</TABLE>


                                       16
<PAGE>   16


<TABLE>
<CAPTION>
Signature                                                Title                                   Date
---------                                                -----                                   ----
<S>                                         <C>                                                <C>



/s/ Joe N. Jarrett, Jr.                                                                        03/27/00
-----------------------------------
Joe N. Jarrett, Jr.                                     Director


-----------------------------------
Richard E. Lester                                       Director


/s/ Rick H. Seagroves                                                                          03/27/00
-----------------------------------
Rick H. Seagroves                                       Director


/s/ Don J. Smith                                                                               03/27/00
-----------------------------------
Don J. Smith                                            Director


/s/ Samuel Robert Spann, Jr.                                                                   03/27/00
-----------------------------------
Samuel Robert Spann, Jr.                                Director


/s/ B. Larkin Spivey, Jr.                                                                      03/27/00
-----------------------------------
B. Larkin Spivey, Jr.                                   Director



-----------------------------------
Walter E. Standish, III                          President and Director


/s/ James C. Yahnis                                                                            03/27/00
-----------------------------------
James C. Yahnis                                         Director


/s/ Ann W. Jones                                                                               03/27/00
-----------------------------------
Ann W. Jones                                  Chief Financial Officer and
                                              Principal Accounting Officer
</TABLE>



                                       17
<PAGE>   17
                                INDEX TO EXHIBITS


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 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


                                       18
<PAGE>   18

10.9.    Employment Agreement of Walter E. Standish, III with the Company dated
         March 4, 2000

13       Annual Report to Shareholders for the year ended December 31, 1999

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 SEC use only).


---------------------
*        Denotes executive compensation contract or arrangement.


                                       19