SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 2001          Commission File No. 000-29640


                         COMMUNITY FIRST BANCORPORATION
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

        South Carolina                                     58-2322486
  ---------------------------                      -------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)



                            3685 Blue Ridge Boulevard
                         WALHALLA, SOUTH CAROLINA 29691
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (864) 638-2105
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and 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:  Common Stock, no par or
stated value, 2,007,361 Shares Outstanding on April 30, 2001.

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


<PAGE>


                         COMMUNITY FIRST BANCORPORATION

                                   FORM 10-QSB

                                      Index

                                                                            Page
PART I -     FINANCIAL INFORMATION

Item 1.      Financial Statements

             Consolidated Balance Sheet ..................................     3
             Consolidated Statement of Income ............................     4
             Consolidated Statement of Changes in Shareholders' Equity ...     5
             Consolidated Statement of Cash Flows ........................     6
             Notes to Unaudited Consolidated Financial Statements ........   7-8

Item 2.      Management's Discussion and Analysis ........................  8-10

PART II -    OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K ............................    11

SIGNATURE ................................................................    12




                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

COMMUNITY FIRST BANCORPORATION
Consolidated Balance Sheet
<TABLE>
<CAPTION>
                                                                                                (Unaudited)
                                                                                                 March 31,              December 31,
                                                                                                     2001                   2000
                                                                                                     ----                   ----
                                                                                                        (Dollars in thousands)
Assets
<S>                                                                                               <C>                     <C>
     Cash and due from banks .......................................................              $   6,830               $   4,027
     Interest bearing deposits due from banks ......................................                      4                      16
     Federal funds sold ............................................................                 31,260                  15,580
     Securities available-for-sale .................................................                 60,799                  57,862
     Other investments .............................................................                    480                     386
     Loans .........................................................................                102,202                  97,562
         Allowance for loan losses .................................................                 (1,017)                 (1,000)
                                                                                                  ---------               ---------
            Loans - net ............................................................                101,185                  96,562
     Premises and equipment - net ..................................................                  3,362                   3,411
     Accrued interest receivable ...................................................                  1,499                   1,376
     Other assets ..................................................................                  1,521                   1,846
                                                                                                  ---------               ---------

            Total assets ...........................................................              $ 206,940               $ 181,066
                                                                                                  =========               =========

Liabilities
     Deposits
         Noninterest bearing .......................................................              $  22,882               $  21,224
         Interest bearing ..........................................................                166,071                 143,159
                                                                                                  ---------               ---------
            Total deposits .........................................................                188,953                 164,383
     Accrued interest payable ......................................................                  2,138                   1,760
     Other liabilities .............................................................                    148                      29
                                                                                                  ---------               ---------
            Total liabilities ......................................................                191,239                 166,172
                                                                                                  ---------               ---------

Shareholders' equity
     Common stock - no par  value; 10,000,000 shares
         authorized; issued and outstanding - 2,029,292
         for 2001 and 2,022,623 for 2000 ...........................................                 14,329                  14,383
     Retained earnings .............................................................                  1,284                     878
     Accumulated other comprehensive income ........................................                     88                    (367)
                                                                                                  ---------               ---------
            Total shareholders' equity .............................................                 15,701                  14,894
                                                                                                  ---------               ---------

            Total liabilities and shareholders' equity .............................              $ 206,940               $ 181,066
                                                                                                  =========               =========
</TABLE>






See accompanying notes to unaudited consolidated financial statements.




                                       3
<PAGE>




COMMUNITY FIRST BANCORPORATION
Consolidated Statement of Income
<TABLE>
<CAPTION>
                                                                                                             (Unaudited)
                                                                                                         Three Months Ended
                                                                                                              March 31,
                                                                                                     2001                    2000
                                                                                                     -----                   ----
                                                                                                         (Dollars in thousands,
                                                                                                          except per share)
Interest income
<S>                                                                                                  <C>                      <C>
     Loans, including fees .......................................................                   $2,219                   $1,674
     Securities
        Taxable ..................................................................                      955                      887
        Tax-exempt ...............................................................                        2                        2
     Other investments ...........................................................                        8                        8
     Federal funds sold ..........................................................                      474                      364
                                                                                                     ------                   ------
         Total interest income ...................................................                    3,658                    2,935
                                                                                                     ------                   ------

Interest expense
     Time deposits $100M and over ................................................                      723                      558
     Other deposits ..............................................................                    1,653                    1,103
                                                                                                     ------                   ------
         Total interest expense ..................................................                    2,376                    1,661
                                                                                                     ------                   ------

Net interest income ..............................................................                    1,282                    1,274
Provision for loan losses ........................................................                       80                       77
                                                                                                     ------                   ------
Net interest income after provision ..............................................                    1,202                    1,197
                                                                                                     ------                   ------

Other income
     Service charges on deposit accounts .........................................                      180                      108
     Credit life insurance commissions ...........................................                        6                       12
     Other income ................................................................                       48                       51
                                                                                                     ------                   ------
         Total other income ......................................................                      234                      171
                                                                                                     ------                   ------

Other expenses
     Salaries and employee benefits ..............................................                      438                      354
     Net occupancy expense .......................................................                       54                       43
     Furniture and equipment expense .............................................                       74                       62
     Other expense ...............................................................                      250                      226
                                                                                                     ------                   ------
         Total other expenses ....................................................                      816                      685
                                                                                                     ------                   ------

Income before income taxes .......................................................                      620                      683
Income tax expense ...............................................................                      214                      240
                                                                                                     ------                   ------
Net income .......................................................................                   $  406                   $  443
                                                                                                     ======                   ======

Per share*
     Net income ..................................................................                   $ 0.20                   $ 0.21
     Net income, assuming dilution ...............................................                     0.19                     0.20
</TABLE>

------------------
* Per share  information has been  retroactively  adjusted to reflect a 5% stock
dividend effective December 15, 2000.



See accompanying notes to unaudited consolidated financial statements.




                                       4
<PAGE>



COMMUNITY FIRST BANCORPORATION
Consolidated Statement of Changes in Shareholders' Equity

<TABLE>
<CAPTION>
                                                                         (Unaudited)
                                                                Common Stock
                                                                ------------                               Accumulated
                                                          Number of                      Retained      Other Comprehensive
                                                           Shares         Amount         Earnings           Income             Total
                                                           ------         ------         --------      -------------------     -----
                                                                                 (Dollars in thousands)

<S>                                                       <C>            <C>             <C>             <C>             <C>
Balance, January 1, 2000 ...........................      2,002,699      $   14,255      $    1,110      $   (1,629)     $   13,736
                                                                                                                         ----------
Comprehensive income:
    Net income .....................................              -               -             443               -             443
    Change in unrealized holding gains
       and losses on available-for-sale
       securities, net of income taxes .............              -               -               -             (29)            (29)
                                                                                                                         ----------
          Total comprehensive income ...............              -               -               -               -             414
                                                                                                                         ----------
Exercise of employee stock options .................          1,511               7               -               -               7
                                                         ----------      ----------      ----------      ----------      ----------
Balance, March 31, 2000 ............................      2,004,210      $   14,262      $    1,553      $   (1,658)     $   14,157
                                                         ==========      ==========      ==========      ==========      ==========



Balance, January 1, 2001 ...........................      2,022,623      $   14,383      $      878      $     (367)     $   14,894
                                                                                                                         ----------
Comprehensive income:
    Net income .....................................              -               -             406               -             406
    Change in unrealized holding gains
       and losses on available-for-sale ............
       securities, net of income taxes .............              -               -               -             455             455
                                                                                                                         ----------
          Total comprehensive income ...............              -               -               -               -             861
                                                                                                                         ----------
Repurchase and cancellation of common stock ........         (5,000)            (95)                                            (95)
Exercise of employee stock options .................         11,669              41               -               -              41
                                                         ----------      ----------      ----------      ----------      ----------
Balance, March 31, 2001 ............................      2,029,292      $   14,329      $    1,284      $       88      $   15,701
                                                         ==========      ==========      ==========      ==========      ==========
</TABLE>































See accompanying notes to unaudited consolidated financial statements.




                                       5
<PAGE>




COMMUNITY FIRST BANCORPORATION
Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                                                                (Unaudited)
                                                                                                             Three Months Ended
                                                                                                                 March 31,
                                                                                                         2001                 2000
                                                                                                         ----                 ----
                                                                                                           (Dollars in thousands)
Operating Activities
<S>                                                                                                    <C>                 <C>
     Net income ............................................................................           $    406            $    443
     Adjustments to reconcile net income to net
         cash provided by operating activities
            Provision for loan losses ......................................................                 80                  77
            Depreciation ...................................................................                 63                  54
            Amortization of net loan fees and costs ........................................                  8                  22
            Securities accretion and premium amortization ..................................                (16)                  -
            Increase in interest receivable ................................................               (123)               (165)
            Increase (decrease) in interest payable ........................................                378                (107)
            Decrease in prepaid expenses ...................................................                 70                   2
            Increase in other accrued expenses .............................................                119                 173
                                                                                                       --------            --------
                Net cash provided by operating activities ..................................                985                 499
                                                                                                       --------            --------

Investing activities
     Purchases of available-for-sale securities ............................................            (20,418)             (1,974)
     Maturities, calls and paydowns of available-for-sale securities .......................             18,207                 264
     Purchases of other investments ........................................................                (94)                 (4)
     Net increase in loans made to customers ...............................................             (4,711)             (5,179)
     Purchases of premises and equipment ...................................................                (14)                (52)
     Purchases of real estate held for sale ................................................                  -                  (2)
                                                                                                       --------            --------
                Net cash used by investing activities ......................................             (7,030)             (6,947)
                                                                                                       --------            --------

Financing activities
     Net increase in demand deposits, interest
         bearing transaction accounts and savings accounts .................................             14,180              16,323
     Net increase (decrease) in certificates of deposit and other
         time deposits .....................................................................             10,390              (5,497)
     Exercise of employee stock options ....................................................                 41                   7
     Repurchase and cancellation of common stock ...........................................                (95)                  -
                                                                                                       --------            --------
                Net cash provided by financing activities ..................................             24,516              10,833
                                                                                                       --------            --------
Increase in cash and cash equivalents ......................................................             18,471               4,385
Cash and cash equivalents, beginning .......................................................             19,623              16,965
                                                                                                       --------            --------
Cash and cash equivalents, ending ..........................................................           $ 38,094            $ 21,350
                                                                                                       ========            ========
</TABLE>











See accompanying notes to unaudited consolidated financial statements.




                                       6
<PAGE>


COMMUNITY FIRST BANCORPORATION

Notes to Unaudited Consolidated Financial Statements

Accounting  Policies - A summary of significant  accounting policies is included
in the  Company's  Annual  Report for the year ended  December  31, 2000 on Form
10-KSB filed with the Securities and Exchange Commission.

Management  Opinion - In the opinion of management,  the accompanying  unaudited
consolidated  financial statements of Community First Bancorporation reflect all
adjustments  necessary  for a fair  presentation  of the  results of the periods
presented. Such adjustments were of a normal, recurring nature.

Comprehensive  Income - The components of other comprehensive income or loss and
related tax effects are as follows:

                                                              (Unaudited)
                                                           Three Months Ended
                                                                March 31,
                                                             2001         2000
                                                             ----         ----
                                                          (Dollars in thousands)

Net income ................................................  $ 406        $ 443
                                                             -----        -----
Other comprehensive income (loss)
     Change in unrealized holding gains and
         losses on available-for-sale securities ..........    710          (46)
     Income tax expense (benefit) on other
         comprehensive income (loss) ......................    255          (17)
                                                             -----        -----
            Total other comprehensive income (loss) .......    455          (29)
                                                             -----        -----
Comprehensive income ......................................  $ 861        $ 414
                                                             =====        =====



Statement  of Cash  Flows -  Interest  paid on  deposits  and  other  borrowings
amounted  to  $1,998,000  for the three  months  ended March 31,  2001,  and was
$1,768,000  for the three months  ended March 31,  2000.  Income tax payments of
$15,000 were made during the first three months of 2001, and income tax payments
of $21,000 were made in the 2000 period.  Non-cash investment security valuation
adjustments increased available-for-sale  securities by $710,000 during the 2001
period,  a related  shareholders'  equity account  increased by $455,000 and the
associated  deferred  income taxes changed by $255,000.  During the 2000 period,
non-cash  valuation  adjustments  decreased  available-for-sale   securities  by
$46,000,  decreased  shareholders' equity by $29,000 and changed deferred income
taxes by  $17,000.  A non-cash  transfer of $46,000 was made from loans to other
real estate owned during the first quarter of 2000.

Nonperforming  Loans - As of March 31, 2001,  there were  $436,000 in nonaccrual
loans and no loans 90 days or more past due and still accruing interest.

Transaction with Related Party - On March 15, 2001, the Company  repurchased and
cancelled  5,000 shares of its common stock from an individual who serves as one
of the  Company's  directors and is also a principal  shareholder.  The purchase
price was $19.00 per share, totaling $95,000.



                                       7
<PAGE>

Earnings Per Share - Basic earnings per common share is computed by dividing net
income  applicable  to common  shares by the weighted  average  number of common
shares  outstanding.   Diluted  earnings  per  share  is  computed  by  dividing
applicable  net  income  by  the  weighted   average  number  of  common  shares
outstanding and any dilutive potential common shares and dilutive stock options.
It is assumed that all dilutive  stock options are exercised at the beginning of
each period and that the proceeds are used to purchase  shares of the  Company's
common  stock at the  average  market  price  during the  period.  All per share
information  has  been  retroactively  adjusted  to give  effect  to a 5%  stock
dividend  effective  December 15, 2000.  Net income per share and net income per
share, assuming dilution, were computed as follows:

<TABLE>
<CAPTION>
                                                                                                           (Unaudited)
                                                                                                        Three Months Ended
                                                                                                            March 31,
                                                                                                     2001                   2000
                                                                                                     ----                   ----
                                                                                                       (Dollars in thousands,
                                                                                                      except per share amounts)
Net income per share, basic
<S>                                                                                               <C>                     <C>
     Numerator - net income ........................................................              $      406              $      443
                                                                                                  ==========              ==========
Denominator
     Weighted average common shares issued and outstanding .........................               2,026,943               2,103,514
                                                                                                  ==========              ==========

               Net income per share, basic .........................................              $      .20              $      .21
                                                                                                  ==========              ==========

Net income per share, assuming dilution
     Numerator - net income ........................................................              $      406              $      443
                                                                                                  ==========              ==========
Denominator
     Weighted average common shares issued and outstanding .........................               2,026,943               2,103,514
     Effect of dilutive stock options ..............................................                 125,032                 153,760
                                                                                                  ----------              ----------
               Total shares ........................................................               2,151,975               2,257,274
                                                                                                  ==========              ==========
               Net income per share, assuming dilution .............................              $      .19              $      .20
                                                                                                  ==========              ==========
</TABLE>


Item 2. - Management's Discussion and Analysis

Forward Looking Statements

         Statements  included in Management's  Discussion and Analysis which are
not  historical  in nature are  intended  to be, and are  hereby  identified  as
"forward looking statements" for purposes of the safe harbor provided by Section
21E of the  Securities  Exchange Act of 1934, as amended.  The Company  cautions
readers that forward looking  statements,  including without  limitation,  those
relating to the Company's recent and continuing  expansion into Anderson County,
South  Carolina,  its future  business  prospects,  revenues,  working  capital,
liquidity,  capital needs,  interest costs,  and income,  are subject to certain
risks and  uncertainties  that could cause actual  results to differ  materially
from those indicated in the forward looking statements, due to several important
factors herein identified,  among others, and other risks and factors identified
from  time to time in the  Company's  reports  filed  with  the  Securities  and
Exchange Commission.

Results of Operations

         Community First  Bancorporation (the "Company")  recorded  consolidated
net income of  $406,000 or $.20 per share for the first  quarter of 2001.  These
results are $37,000, or $.01 per share, less than net income of $443,000 or $.21
per share for the first quarter of 2000. Net income per share, assuming dilution
was $.19 for the 2001  period and $.20 for the  comparable  period of 2000.  Net
income per share figures for 2000 have been retroactively  adjusted to reflect a
five percent stock dividend effective December 15, 2000.



                                       8
<PAGE>

         Net interest income is the principal source of the Company's  earnings.
For analysis  purposes,  interest  income from  tax-exempt  investments has been
adjusted  to an amount  that would have to be earned on taxable  investments  to
produce the same after-tax yields.  This adjusted amount is referred to as fully
taxable  equivalent  ("FTE") interest income. For the first quarter of 2001, FTE
net  interest  income was  $1,292,000,  an  increase of $17,000 or 1.3% over the
first  quarter  of 2000.  The  small  increase  in FTE net  interest  income  is
attributable  primarily  to the positive  effects of higher  volumes of interest
earning assets in 2001,  largely  offset by the effects of increased  amounts of
interest  bearing  liabilities and higher rates paid for such liabilities in the
2001  period.  Average  interest  earning  assets  during the 2001  period  were
$195,812,000,  an increase of $33,296,000 or 20.5% over the comparable period of
2000.  Average  interest  bearing   liabilities  during  the  2001  period  were
$166,146,000,  representing  an increase of $29,653,000 or 21.7% over the amount
for the same period of 2000. The average  interest rate spread (average yield on
interest  earning  assets  less  the  average  rate  paid  on  interest  bearing
liabilities)  for the first  quarter of 2001 was 1.78%,  a decrease  of 49 basis
points from the 2.37%  noted for the same  period of 2000.  Net yield on earning
assets (FTE net interest income divided by average  interest earning assets) was
2.65% for the first  quarter of 2001,  a decrease  of 41 basis  points  from the
3.16% for the first three months of 2000.

         The  increases  in  interest   earning  assets  and  interest   bearing
liabilities  resulted from the Company's  continuing  strategies to increase its
market share in its local service areas in Anderson and Oconee Counties of South
Carolina. The Anderson County, South Carolina market represents a relatively new
undertaking  by the Company.  The Company  opened a branch office in the City of
Anderson on January 4, 1999.  The  Company  began  operating a branch  office in
Williamston, South Carolina in the third quarter of 2000.

Provision and Allowance for Loan Losses

         The provision for loan losses was $80,000 for the first three months of
2001,  compared  with $77,000 for the  comparable  period of 2000.  At March 31,
2001,  the allowance for loan losses was 1.00% of loans,  compared with 1.02% of
loans at December 31, 2000. During the 2001 three month period,  net charge-offs
totaled $63,000, compared with $25,000 in net charge offs during the same period
of 2000. As of March 31, 2001,  there were  $436,000 in nonaccrual  loans and no
loans 90 days or more  past due and  still  accruing  interest.  The  amount  of
nonaccrual loans at March 31, 2001 is $160,000 more than the amount at March 31,
2000 and $95,000  more than the amount of  nonaccrual  loans as of December  31,
2000.

         Management  believes  that the allowance for loan losses is adequate to
absorb all estimated  future risk of loss  inherent in the loan  portfolio as of
March 31, 2001.

Noninterest Income

         Noninterest  income  totaled  $234,000  for the first  quarter of 2001,
compared with $171,000 for the 2000 quarter.  The higher  noninterest  income in
2001  was  attributable  primarily  to  increased  service  charges  on  deposit
accounts.  Such service  charges  increased to $180,000 for the 2001 period from
$108.000 for the 2000 period.  There were no realized securities gains or losses
in either the 2001 or 2000 periods.



                                       9
<PAGE>

Noninterest Expenses

         Noninterest  expenses  totaled  $816,000 for the first quarter of 2001,
compared with $685,000 for 2000,  representing an increase of $131,000 or 19.1%.
Salaries and employee benefits  increased by $84,000,  or 23.7%, to $438,000 for
the 2001 period. This increase resulted from normal salary increases,  which are
granted from time to time and  increases in the number of employees  (47 in 2001
compared with 40 in 2000)  associated with the Company's  growth.  Occupancy and
furniture and  equipment  expenses for 2001  increased by $23,000  compared with
2000 primarily as a result of higher  depreciation,  equipment  maintenance  and
repair costs  resulting from the Anderson  County  expansion  activities.  Other
expenses for the 2001 period were $24,000  greater than in 2000 primarily due to
higher  expenses  for  correspondent  bank  services  and  card-based   services
transaction costs.

Liquidity

         Liquidity is the ability to meet current and future obligations through
the  liquidation or maturity of existing assets or the acquisition of additional
liabilities.  The  Company  manages  both  assets  and  liabilities  to  achieve
appropriate  levels  of  liquidity.  Cash  and  short-term  investments  are the
Company's  primary  sources of asset  liquidity.  These funds  provide a cushion
against  short-term  fluctuations  in cash flow from both  deposits  and  loans.
Securities  available-for-sale  are the Company's  principal source of secondary
asset  liquidity.  However,  the  availability  of this source is  influenced by
market conditions.  Individual and commercial deposits are the Company's primary
source of funds for credit activities.

         As of March 31, 2001,  the ratio of loans to total  deposits was 54.1%,
compared  with 59.4% as of  December  31,  2000 and 54.4% as of March 31,  2000.
Deposits as of March 31, 2001 were $24,570,000 or 14.9% greater than at December
31, 2000 and  $39,509,000  or 26.4% greater than their levels of March 31, 2000.
The growth in deposit  liabilities is attributable  to the Company's  aggressive
marketing strategies, particularly in the relatively new Anderson County market.

         Management  believes that the Company's  liquidity sources are adequate
to meet its operating needs.

Capital Resources

         The Company's  capital base  increased by $807,000  since  December 31,
2000 as the result of net income of $406,000 for the first three months of 2001,
$41,000 added from the exercise of employee stock options,  less $95,000 used to
reacquire and retire 5,000 shares of the Company's common stock, plus a $455,000
change in unrealized losses on  available-for-sale  securities,  net of deferred
tax effects.

         The  Company  and its banking  subsidiary  (the  "Bank") are subject to
regulatory  risk-based capital adequacy standards.  Under these standards,  bank
holding  companies and banks are required to maintain  certain minimum ratios of
capital to risk-weighted  assets and average total assets.  Under the provisions
of the Federal Deposit Insurance  Corporation  Improvement Act of 1991 (FDICIA),
federal bank regulatory authorities are required to implement prescribed "prompt
corrective actions" upon the deterioration of the capital position of a bank. If
the  capital  position  of an affected  institution  were to fall below  certain
levels, increasingly stringent regulatory corrective actions are mandated.

         The March 31,  2001 risk based  capital  ratios for the Company and the
Bank are presented in the following table,  compared with the "well capitalized"
and minimum ratios under the regulatory definitions and guidelines:


                                                             Total
                                                  Tier 1    Capital    Leverage
                                                  ------    -------    --------
Community First Bancorporation .................   13.7%      14.6%      7.6%
Community First Bank ...........................   12.8%      13.7%      7.1%
Minimum "well-capitalized" requirement .........    6.0%      10.0%      5.0%
Minimum requirement ............................    4.0%       8.0%      3.0%







                                       10
<PAGE>



                           PART II - OTHER INFORMATION

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

(a)      Exhibits

         Exhibit No.
         from Item 601 of
         Regulation S-B                                Description
         ---------------                               -----------
             None                                      None

(b)      Reports on Form 8-K.  None.




                                       11
<PAGE>


SIGNATURE

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


                       COMMUNITY FIRST BANCORPORATION

May 10, 2001           /s/ Frederick D. Shepherd, Jr.
------------           ---------------------------------------------------------
    Date               Frederick D. Shepherd, Jr., President and Chief Executive
                       Officer (also principal accounting officer)



                                       12
<PAGE>


                                  Exhibit Index


Exhibits

Exhibit No.
from Item 601 of
Regulation S-B                                              Description
---------------                                             -----------

         None                                               None