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 the quarter ended June 30, 2000. Commission file number:333-87781



                            Bay National Corporation
             (Exact name of Registrant as specified in its charter)


                     Maryland                               52-2176710
           (State or other jurisdiction of               (I.R.S. Employer
            incorporation or organization)               Identification No.)


        2328 West Joppa Road, Baltimore, MD                    21093
      (Address of principal executive offices)               (Zip Code)


        Registrant's telephone number including area code: (410) 494-2580



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                  Yes        X                         No
                          --------                        --------


The number of shares outstanding of the registrant's common stock on
August 7, 2000:
              $.01 Par Value -    1,242,020


<PAGE>
PART I  -  FINANCIAL INFORMATION
Item 1.  Financial Statements


<TABLE>
<CAPTION>
                                                                            June 30, 2000        December 31, 1999
                                                                            -------------        -----------------

<S>                                                                         <C>                    <C>
    Cash and cash equivalents                                               $  3,550,432           $    763,957
    Federal funds sold                                                         5,046,649                      0
    Investment securities available for sale (AFS) - at fair value             3,221,740                      0
    Loans                                                                        117,423                      0
         Less: Allowance for credit losses                                             0                      0
                                                                            ------------           ------------
             Loans, net                                                          117,423                      0
    Premises and equipment, net                                                  806,805                 22,768
    Accrued interest receivable and other assets                                  32,057                 49,659
                                                                            ------------           ------------

                Total Assets                                                $ 12,775,107           $    836,384
                                                                            ============           ============

LIABILITIES

    Non-interest bearing deposits                                           $    296,204           $          0
    Interest bearing deposits                                                    497,205                      0
                                                                            ------------           ------------
            Total deposits                                                       793,409                      0
    Short-term borrowings                                                        483,267                      0
    Accrued expenses and other liabilities                                       226,269                260,633
                                                                            ------------           ------------

                Total Liabilities                                              1,502,945                260,633
                                                                            ------------           ------------

STOCKHOLDERS' EQUITY

    Common stock - $.01 par value, authorized:
9,000,000 shares authorized, 1,242,020 and 112,500
issued and outstanding:                                                           12,420                  1,125
    Surplus                                                                   12,407,780              1,123,875
    Accumulated Deficit                                                       (1,148,988)              (549,249)
    Accumulated other comprehensive income                                           950                      0
                                                                            ------------           ------------

                Total Stockholders' Equity                                    11,272,162                575,751
                                                                            ------------           ------------

                Total Liabilities and Stockholders' Equity                  $ 12,775,107           $    836,384
                                                                            ============           ============


                          See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                                       1
<PAGE>
<TABLE>
<CAPTION>
                                                          Three Months Ending    Six Months Ending
                                                              June 30, 2000       June 30, 2000
                                                              -------------       -------------
INTEREST INCOME:
<S>                                                            <C>                 <C>
  Interest and fees on loans                                   $     470           $     470
  Interest on federal funds sold                                 190,307             190,307
  Interest and dividends on investment securities:                29,419              37,999
                                                               ---------           ---------
  Total interest income                                          220,196             228,776
                                                               ---------           ---------

INTEREST EXPENSE:
    Interest on deposits                                           1,733               1,733
    Interest on short-term borrowings                              2,084               2,084
                                                               ---------           ---------
    Total interest expense                                         3,817               3,817
                                                               ---------           ---------

Net interest income                                              216,379             224,959

Provision for credit losses                                            0                   0
                                                               ---------           ---------
Net interest income after provision for credit losses            216,379             224,959
                                                               ---------           ---------

OTHER OPERATING INCOME:
  Service charges on deposit accounts                                 20                  20
  Other income                                                       304                 304
                                                               ---------           ---------
     Total other operating income                                    324                 324
                                                               ---------           ---------

OTHER OPERATING EXPENSES:
  Salaries and employee benefits                                 308,752             440,848
  Net occupancy expenses of bank premises                         57,437              92,570
  Furniture and equipment expenses                                32,083              32,083
  Legal and professional fees                                     36,967              46,967
  Outside Services                                                66,238              66,238
  Other expenses                                                  88,039             146,315
                                                               ---------           ---------
     Total other operating expenses                              589,516             825,021
                                                               ---------           ---------

Loss before income taxes                                        (372,814)           (599,739)
Income tax benefit                                                     0                   0
                                                               ---------           ---------
NET LOSS                                                       $(372,814)          $(599,739)
                                                               =========           =========

Per Share Data:
  Cash Dividend Paid                                           $      --           $      --

  Net Loss (Basic)                                             $   (0.51)          $   (1.42)
  Net Loss (Diluted)                                           $   (0.51)          $   (1.42)
  Average Shares Outstanding (Basic)                             733,165             422,833
  Average Shares Outstanding (Diluted)                           733,165             422,823
</TABLE>


fully diluted includes stock options





                See accompanying Notes to Consolidated Financial Statements.


                                             2
<PAGE>
<TABLE>
<CAPTION>
                                                 BAY NATIONAL CORPORATION

                                 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                          For the six months ended June 30, 2000

                                                                                               Accumulated
                                                                                                  Other           Total
                                                   Common                      Accumulated      Comprehensive  Stockholders'
                                                   Stock          Surplus        Deficit          Income         Equity
                                                -------------   ------------   -------------   -------------   ------------
<S>                                                 <C>         <C>             <C>                    <C>      <C>
Balance at January 1, 2000                           $ 1,125     $1,123,875      $ (549,249)            $ -      $ 575,751

Net loss (1st and 2nd quarters 2000)                       -              -        (599,739)              -       (599,739)

Other comprehensive income, net of tax:
   unrealized gain on securities                                                                        950            950
                                                                                                               ------------

Total other comprehensive income (loss)                                                                           (598,789)

Issuance of common stock                              11,295     11,283,905               -               -     11,295,200
                                                ---------------------------------------------------------------------------


Balance at June 30, 2000                              12,420     12,407,780      (1,148,988)            950     11,272,162
                                                ===========================================================================


                                See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                                             3
<PAGE>

<TABLE>
<CAPTION>
                                  BAY NATIONAL CORPORATION

                            CONSOLIDATED STATEMENT OF CASH FLOWS

                           For the six months ended June 30, 2000

                                                                                    2000
-------------------------------------------------------------------------------------------

Cash Flows From Operating Activities
<S>                                                                              <C>
     Net loss                                                                    $(599,739)
     Adjustments to reconcile net loss to net cash used by operating
     activities:
         Depreciation                                                               21,200
         Provision for credit losses                                                     0
         Net  decrease in accrued interest receivable and other assets              17,602
         Net  (decrease) in accrued expenses and other liabilities                 (34,364)
                                                                             --------------

                    Net cash used by operating activities                         (595,301)
                                                                             --------------

Cash Flows From Investing Activities
     Purchases of investment securities - AFS                                   (3,220,790)
     Net (increase)  in loans                                                     (117,423)
     Capital expenditures                                                         (805,238)

                    Net cash used by investing activities                       (4,143,451)
                                                                             --------------

Cash Flows From Financing Activities
     Net increase in deposits                                                      793,409
     Net increase  in short-term borrowings                                        483,267
     Issuance of of common stock                                                11,295,200

                    Net cash provided by financing activities                   12,571,877
                                                                             --------------

Net increase  in cash and cash equivalents                                       7,833,124
Cash and cash equivalents at beginning of year                                     763,957
                                                                             --------------

Cash and cash equivalents at end of period                                     $ 8,597,081
                                                                             ==============

</TABLE>
                See accompanying Notes to Consolidated Financial Statements.


                                             4
<PAGE>

                            BAY NATIONAL CORPORATION


                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED June 30, 2000



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           General

                The foregoing  financial  statements are unaudited;  however, in
the opinion of management,  all adjustments  (comprising  only normal  recurring
accruals) necessary for a fair presentation of the results of the interim period
have been included.  These  statements  should be read in  conjunction  with the
financial   statements   and   accompanying   notes  included  in  Bay  National
Corporation's  1999 Annual  Report on Form  10-KSB.  The  results  shown in this
interim report are not necessarily  indicative of results to be expected for the
full year 2000.

                The   accounting   and   reporting   policies  of  Bay  National
Corporation (the "Company") conform to generally accepted accounting principles.

           Nature of Business

                Bay National  Corporation was incorporated on June 3, 1999 under
the laws of the State of  Maryland  to  operate as a bank  holding  company of a
national bank with the name Bay National Bank (the "Bank"). On May 12, 2000, the
Company  purchased  all the  shares of  common  stock  issued  by the Bank.  The
Company's  operations to date have been limited to taking the necessary  actions
to  organize  and  capitalize  the  Company  and the  Bank.  The Bank  commenced
operations  on May 12, 2000 after  successfully  meeting the  conditions  of the
Office of the  Comptroller  of the  Currency  (the "OCC") to receive its charter
authorizing  it to commence  operations  as a national  bank,  and  obtained the
approval  of the Federal  Deposit  Insurance  Corporation  to insure its deposit
accounts, and has met certain other regulatory requirements.

           Costs Associated with Start-Up Activities

                The Company expenses costs incurred during the start-up phase of
organization  in  accordance  with the American  Institute  of Certified  Public
Accountants'  Statement  of  Position  98-5  Reporting  on the Costs of Start-Up
Activities.

                                             5
<PAGE>



2.  CAPITAL RAISING EFFORTS

                As of April 30, 2000, the termination date of the offering,  the
Company had received  subscriptions  for  1,129,520  shares,  or an aggregate of
$11,295,200 in subscription funds.

3. INCOME TAXES

                The Company uses the liability  method of accounting  for income
taxes as required  by SFAS No. 109,  "Accounting  for Income  Taxes".  Under the
liability  method,  deferred-tax  assets and liabilities are determined based on
differences  between the financial  statement carrying amounts and the tax bases
of  existing  assets  and  liabilities  (i.e.,  temporary  differences)  and are
measured  at the  enacted  rates that will be in effect  when these  differences
reverse.  Deferred income taxes will be recognized when it is deemed more likely
than not that the  benefits  of such  deferred  income  taxes will be  realized,
accordingly,  no deferred income taxes or income tax benefits have been recorded
by the Company.




















                                       6
<PAGE>


Item 2.           Management's Plan of Operation.

General.

         Bay National  Corporation  (the  "Company") is a bank holding  company,
which on April 30, 2000,  completed its efforts to raise capital and closed with
$11,295,200.

         On May 12, 2000 the Company became a bank holding company by purchasing
all of the common stock of Bay National Bank. Bay National Bank opened its first
office on May 12, 2000, and a second office on May 26, 2000.

         Bay National Bank was formed to serve the business communities of North
Baltimore and Salisbury, Maryland.

Results of Operations.

         The Company  reported net losses of $(372,814)  and  $(599,739) for the
quarter  and six  months  ended  June 30,  2000.  The  losses  are  attributable
primarily to start-up costs associated with filing fees,  legal fees,  salaries,
rents and other related expenses  necessary to complete the offering and prepare
the Bank to do business during the first three months.  The loss for the quarter
is  related  to  operating  costs  of the Bank as it  opened  for  business  and
developed its customer base.  These losses will be reduced as the Bank increases
its deposit base and generates loan volume.

         While the bank is  pleased  with its  deposit  growth,  ending  one and
one-half  months with  deposits at  $793,409,  lending  activity has not been as
strong as anticipated.  The Bank's lending activity has generated loans totaling
$117,423.  This  is  not  up  to  expectations,  however,  the  market  is  very
competitive  and the Bank is committed to  maintaining a high quality  portfolio
which returns a reasonable  market rate, which  adequately  compensates the bank
for the risks undertaken.

         It is  expected  that the Bank will  have  losses  during  its start up
period and not break even for approximately twenty-four months.

         IN ADDITION TO THE HISTORICAL  INFORMATION  CONTAINED IN PART I OF THIS
QUARTERLY  REPORT ON FORM 10-QSB,  THE  DISCUSSION  IN PART I OF THIS  QUARTERLY
REPORT  ON FORM  10-QSB  CONTAINS  CERTAIN  FORWARD-LOOKING  STATEMENTS  SUCH AS
STATEMENTS OF BAY NATIONAL  CORPORATION'S  PLANS,  OBJECTIVES,  EXPECTATIONS AND
INTENTIONS THAT INVOLVE RISKS AND  UNCERTAINTIES.  THESE RISKS AND UNCERTAINTIES
INCLUDE,   AMONG  OTHERS,   THOSE   DISCUSSED  IN  BAY  NATIONAL   CORPORATION'S
REGISTRATION  STATEMENT UNDER THE CAPTION "RISK FACTORS," SUCH AS THE LACK OF AN
OPERATING HISTORY AND EXPECTATION OF LOSSES; DEPENDENCE ON KEY PERSONNEL;  RISKS
RELATED TO BAY NATIONAL  BANK'S CHOICE OF LOAN  PORTFOLIO;  RISKS RELATED TO BAY
NATIONAL  BANK'S  LENDING  LIMIT;  RISKS  OF A  COMPETITIVE  MARKET;  IMPACT  OF
GOVERNMENT  REGULATION  ON  OPERATING  RESULTS;  AND EFFECT OF  DEVELOPMENTS  IN
TECHNOLOGY.  BAY NATIONAL  CORPORATION'S  ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE DISCUSSED HEREIN.



                                       7
<PAGE>


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

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

         Not applicable.

Item 5.  Other Information.

         Not applicable.

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

                           (a)      Exhibits.

                           The following exhibit is being filed herewith:

                           EXHIBIT 27       Financial Data Schedule

                           (b)      Reports on Form 8-K.

                           None.




                                       8
<PAGE>


                                   SIGNATURES

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

                                 Bay National Corporation

Date: August 9, 2000             By:      /s/ Hugh W. Mohler
                                    ---------------------------------
                                    Hugh W. Mohler, President
                                    (Principal Executive Officer)


Date: August 9, 2000             By:      /s/ John S. DiPietro
                                    ---------------------------------
                                    John S. DiPietro, Treasurer
                                    (Principal Accounting and Financial Officer)



















                                       9