<PAGE>   1
                                  UNITED STATES
                       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 Quarterly Period Ended March 31, 1999 Commission File Number 0000887203

                               TOWNE BANCORP, INC.
        (Exact name of small business issuer as specified in its charter)

             OHIO                                      34-1704637
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

  16967 BG Road W, Bowling Green, Ohio                          43552
(Address of principal executive offices)                      (Zip Code)

                    Issuer's telephone number: (419) 352-5601

 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
   periods that the registrant was required to file such reports), and (2) has
         been subject to such filing requirements for the past 90 days.

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

          370,761 common shares were outstanding as of March 31, 1999.
          -------

                        This document contains 10 pages.



<PAGE>   2


                               TOWNE BANCORP, INC.

                                      INDEX


<TABLE>
<CAPTION>
                                                                                                           PAGE(S)
                                                                                                           -------

<S>             <C>                                                                                        <C>
PART I.         FINANCIAL INFORMATION

   ITEM 1.          FINANCIAL STATEMENTS..............................................................      3-7

   ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS..............................................        8

PART II.        OTHER INFORMATION

   ITEM 1.          LEGAL PROCEEDINGS.................................................................        9

   ITEM 2.          CHANGES IN SECURITIES AND USE OF PROCEEDS.........................................        9

   ITEM 3.          DEFAULTS UPON SENIOR SECURITIES...................................................        9

   ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............................        9

   ITEM 5.          OTHER INFORMATION.................................................................        9

   ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K..................................................        9

   SIGNATURES.........................................................................................       10
</TABLE>





<PAGE>   3


                                     PART I
ITEM 1.   FINANCIAL STATEMENTS


                               TOWNE BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                            MARCH 31,         DECEMBER 31,
                                                                                              1999                 1998    
                                                                                        ----------------    ---------------

                                                      ASSETS

<S>                                                                                     <C>                 <C>
   CASH AND CASH EQUIVALENTS
     Cash and due from banks                                                            $        631,189    $       729,471
                                                                                        ----------------    ---------------

                                                                        Total assets    $        631,189    $       729,471
                                                                                        ================    ===============



                                       LIABILITIES, RESCINDABLE COMMON STOCK
                                             AND STOCKHOLDERS' DEFICIT


   LIABILITIES
     Accounts payable and accrued liabilities                                           $        108,720    $       109,204
                                                                                        ----------------    ---------------

                                                                   Total liabilities             108,720            109,204
                                                                                        ----------------    ---------------

   RESCINDABLE COMMON STOCK
     Common stock, without par value.  Authorized
       800,000 shares; issued and outstanding
       370,761 shares                                                                          4,482,533          4,482,533
                                                                                        ----------------    ---------------

   STOCKHOLDERS' DEFICIT
     Accumulated deficit                                                                      (3,960,064)        (3,862,266)
                                                                                        ----------------      -------------

                                                         Total stockholders' deficit          (3,960,064)        (3,862,266)
                                                                                        ----------------    ---------------

                                                      Total liabilities, rescindable
                                              common stock and stockholders' deficit    $        631,189    $       729,471
                                                                                        ================    ===============
</TABLE>







                 See notes to consolidated financial statements.
                                       -3-

<PAGE>   4


                               TOWNE BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                      THREE MONTHS
                                                                                                     ENDED MARCH 31,       
                                                                                               ----------------------------
                                                                                                   1999            1998    
                                                                                               -------------  -------------
   INTEREST INCOME
<S>                                                                                            <C>            <C>          
     Loans                                                                                     $           0  $     320,181
     Investment securities                                                                             4,235         37,527
     Federal funds sold                                                                                    0         49,153
                                                                                               -------------  -------------

                                                                   Total interest income               4,235        406,861

   Interest expense-deposits                                                                               0        241,841
                                                                                               -------------  -------------

                                                                     Net interest income               4,235        165,020

   Provision for loan losses                                                                               0        333,307
                                                                                               -------------  -------------

                                                           Net interest income (expense)
                                                         after provision for loan losses               4,235       (168,287)
                                                                                               -------------  -------------

   NON-INTEREST INCOME
     Service charges on deposit accounts                                                                   0         18,321
     Other operating income                                                                                0         24,822
                                                                                               -------------  -------------

                                                               Total non-interest income               4,235         43,143
                                                                                               -------------  -------------
   NON-INTEREST EXPENSES
     Salaries, wages and employee benefits                                                                 0        106,901
     Occupancy expenses, including
       interest on capital lease obligations                                                               0        133,295
     Other operating expenses                                                                        102,033        239,281
                                                                                               -------------  -------------

                                                             Total non-interest expenses             102,033        479,477
                                                                                               -------------  -------------

   Net loss                                                                                    $     (97,798) $    (604,621)
                                                                                               =============  =============

   Comprehensive loss                                                                          $     (97,798) $    (603,272)
                                                                                               =============  =============

   PER SHARE
   Net loss                                                                                    $        (.26) $       (1.63)
                                                                                               =============  =============

   Comprehensive loss                                                                          $        (.26) $       (1.63)
                                                                                               =============  =============

   Average common shares outstanding                                                                 370,761        370,761
                                                                                               =============  =============
</TABLE>




                 See notes to consolidated financial statements.
                                       -4-

<PAGE>   5


                               TOWNE BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                      THREE MONTHS
                                                                                                  ENDED MARCH 31, 1998     
                                                                                             ------------------------------
                                                                                                 1999              1998    
                                                                                             -------------    -------------
   CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                          <C>              <C>           
     Net loss                                                                                $     (97,798)   $    (604,621)
     Adjustment to reconcile net loss to net cash
       used in operating activities:
         Depreciation and amortization                                                                   0           37,864
         Provision for loan losses                                                                       0          333,307
         Accretion of investment securities discounts,
           net of premium amortization                                                                   0           (1,097)
         Effects of changes in operating assets and liabilities:
           Other assets                                                                                  0           29,131
           Accounts payable and accrued liabilities                                                   (484)         (39,974)
                                                                                             -------------    -------------

                                                  Net cash used in operating activities            (98,282)        (245,390)
                                                                                             -------------    -------------

   CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturity of investment securities                                                     0          200,000
     Net increase in loans receivable                                                                    0       (1,311,230)
                                                                                             -------------    -------------

                                                  Net cash used in investing activities                  0       (1,111,230)
                                                                                             -------------    -------------

   CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in deposits                                                                            0        1,297,563
                                                                                             -------------    -------------

                                              Net decrease in cash and cash equivalents            (98,282)         (59,057)

   CASH AND CASH EQUIVALENTS
     At beginning of period                                                                        729,471        4,156,289
                                                                                             -------------    -------------

     At end of period                                                                        $     631,189    $   4,097,232
                                                                                             =============    =============
</TABLE>


                 See notes to consolidated financial statements.
                                       -5-

<PAGE>   6


                               TOWNE BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                   (UNAUDITED)


NOTE 1 -      CONSOLIDATED FINANCIAL STATEMENTS
              The consolidated financial statements have been prepared by Towne
              Bancorp, Inc. ("the Company") without audit. In the opinion of
              management, all adjustments necessary to present fairly the
              Company's financial position, results of operations and changes in
              cash flows have been made.

              Certain information and footnote disclosures normally included in
              financial statements prepared in accordance with generally
              accepted accounting principles have been omitted. The results for
              the period ended March 31, 1999 are not necessarily indicative of
              results for the full year.

              Until June, 1998, the Company owned all of the voting shares of
              Towne Bank (Bank), an Ohio-Chartered bank organized in 1995. In
              June, 1998, the Company sold the Bank, which was its only
              subsidiary. The proceeds of the transaction will be used to pay
              ongoing expenses of the Company including its proposed liquidation
              and dissolution. The Board of Directors of the Company plans to
              liquidate the Company as soon as practical following a resolution
              of pending litigation. All remaining assets of the Company, if
              any, will be distributed to its shareholders at such time.

              The Company does not conduct operations and is not a going
              concern. Since the sale of the Bank, the Company's only activities
              have been obtaining legal and other professional services for
              matters related to litigation and reporting requirements.


NOTE 2 -      REGULATORY MATTERS
              On a parent company only basis, the Company's only source of funds
              are dividends paid by the Bank. The ability of the Bank to pay
              dividends is subject to limitations under various laws and
              regulations, and to prudent and sound banking principles.

              The Board of Governors of the Federal Reserve System generally
              considers it unsafe and unsound banking practices for a bank
              holding company to pay dividends except out of current operating
              income, although other factors such as overall capital adequacy
              and projected income may also be relevant in determining whether
              dividends should be paid.

              Because the Bank was sold on June 19, 1998, the Company no longer
              has adequate sources of funds to pay dividends.


NOTE 3 -      CONTINGENT LIABILITIES - RESCINDABLE COMMON STOCK AND RELATED 
              CLASS ACTION LAWSUITS
              The Company, as a result of federal and state securities law
              compliance matters, has a contingent liability related to the sale
              of common stock in its initial public offering. Notification of
              these securities law compliance matters was first received from
              the Securities and Exchange Commission in a letter dated February
              4, 1997. The maximum contingent liability would be the full
              purchase price of all 370,761 shares sold by the Company, or
              approximately $4,500,000, plus interest. The common stock issued
              and outstanding has been reported in the consolidated balance
              sheets as "rescindable common stock." Such amount is reported
              after liabilities but before stockholders' deficit. The Company
              does not have adequate financial resources to fund the rescission
              offer if it is allowed.


                                       -6-


<PAGE>   7


              Two class action lawsuits, filed in the U.S. District Court for
              the Northern District of Ohio, Western Division, exist against the
              Company, its directors, its corporate stock transfer agent, and
              (in one suit) its Directors' and Officers' insurer. The suits
              allege violation of various Federal and State laws in connection
              with the Company's offering of common stock. The suits request
              unspecified damages and costs.

              In one of the class action lawsuits, the presiding judge ordered
              the freezing of the Company's bank account, with $125,000
              allocated to Huntington Trust Co., N.A. (a defendant in the suit),
              on an indicated claim. After obtaining court approval, monies from
              the frozen account can be withdrawn to pay current operating
              expenses.

              Also in connection with one of the class action lawsuits, the
              Company filed a cross claim against its casualty insurance carries
              for breach of contract for denying the voiding directors' and
              officers' liability insurance and tail coverage. The Company seeks
              reinstatement of coverage, and compensatory and punitive damages
              of $100,000 and $10,000,000, respectively. The insurance carrier
              refunded the Company approximately $100,000 of premiums paid to it
              by the Company, however, the Company returned the money to the
              insurance carrier and intends to vigorously pursue the cross
              claim.

              The Company has agreed to indemnify its directors and officers for
              costs assumed by them in connection with such lawsuits. The
              Company intends to vigorously defend itself in connection with
              these lawsuits.


NOTE 4 -      CONTINGENT LIABILITY - OTHER
              The Company has received an informal inquiry from the Securities
              and Exchange Commission, Midwest Regional Office, Division of
              Enforcement regarding the initial public offering of the Company's
              common shares. In connection with the informal inquiry, the
              Division of Enforcement has requested that the Company furnish
              certain documents relating to the offering. The Company intends to
              fully cooperate with the informal inquiry. In the event the
              Division of Enforcement determines that there is a basis for an
              enforcement action and elects to pursue such an action against the
              Company, its officers or directors, the defense costs associated
              with, and any resulting judgments from any enforcement action will
              have a material adverse affect on the Company.

NOTE 5 -      SALE OF BANK
              On June 11, 1998, the Company signed a definitive Agreement that
              provided for a capital infusion of $2,000,000 into Towne Bank, the
              wholly-owned subsidiary of the Company, by Exchange Bancshares,
              Inc. (EBI), Luckey, Ohio. The Company and EBI also joined the
              execution of a separate Merger Agreement by and between Towne Bank
              and The Exchange Bank, a wholly-owned subsidiary of EBI, dated as
              of June 19, 1998. The transactions contemplated under the
              Agreement and the Merger Agreement were consummated effective as
              of June 19, 1998, after receipt of approval from the Ohio Division
              of Financial Institutions and the Federal Reserve Bank of
              Cleveland. Pursuant to the terms of the Agreement and the Merger
              Agreement, the Company, as a shareholder of Towne Bank, received
              cash in the amount of $825,420 on June 19, 1998. A gain of
              $184,866 resulted from the sale.

              Under the terms of the Agreement and the Merger Agreement, an
              additional $275,140 was deposited with Exchange Bank, as escrow
              agent, to be held for a period of six (6) months. At the end of
              such six (6) month period, assuming there has been no demonstrated
              breach of the representations and warranties of the Agreement or
              Merger Agreement by the Company or Towne Bank, the $275,140 held
              in escrow will be released to the Company. It is not probable that
              the $275,140 will be received by the Company.


                                       -7-


<PAGE>   8


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS
              The Company had total consolidated assets of $631,189 at March 31,
              1999, a decrease of $98,282 compared to $729,471 at December 31,
              1998. The Company sold its bank subsidiary on June 19, 1998 as
              described in Note 5 of the Notes to Consolidated Financial
              Statements included in Item 1.

              The Company reported a net loss for the three months ended March
              31, 1999.

              The Company is a party to certain lawsuits. In 1998, two class
              action lawsuits were filed in the U.S. District Court for the
              Northern District of Ohio, Western Division, against the Company,
              its directors, its corporate stock transfer agent, and (in one
              suit) its Directors and Officers insurer. The suits allege
              violation of various Federal and State laws in connection with the
              Company's offering of common stock. The suits request unspecified
              damages and costs.

              The Company has agreed to indemnify its directors and officers for
              costs assumed by them in connection with such lawsuits. The
              Company intends to vigorously defend itself in connection with
              these lawsuits. The Company does not plan to liquidate until the
              lawsuits are settled.


              Safe Harbor Statement Under the Private Securities Litigation
              Reform Act of 1995

              The Company cautions that any forward-looking statements (as such
              term is defined in the Private Securities Litigation Reform Act of
              1995) including, but not limited to, statements regarding the
              Company's operations during the pendancy of litigation and the
              amount of working capital needed to fund operations contained in
              this report, or made by management of the Company, involves risks
              and uncertainties, and are subject to change based on various
              important factors. The following factors, among others, in some
              cases have affected, and in the future could affect, the Company's
              financial performance and actual results, and could cause actual
              results for fiscal 1999 and beyond to differ materially from those
              expressed or implied in any such forward-looking statements:
              greater than anticipated costs associated with pending litigation,
              additional claims, which could result in increased defense costs
              and future capital needs. Actual results may differ materially
              from management expectations.



                                       -8-

<PAGE>   9


                                     PART II

ITEM 1.    LEGAL PROCEEDINGS
           The Company had negotiated a settlement with Thomas Eichler, a former
           officer and director of the Company who filed a complaint against the
           Company. In connection with the settlement, all claims were dismissed
           and the Company accrued a $40,000 liability due to Mr. Eichler. The
           liability was paid in February, 1999.

           The Company is a party to certain lawsuits. In 1998, two class action
           lawsuits were filed in the U.S. District Court for the Northern
           District of Ohio, Western Division, against the Company, its
           directors, its corporate stock transfer agent, and (in one suit) its
           Directors and Officers insurer. The suits allege violation of various
           Federal and State laws in connection with the Company's offering of
           common stock. The suits request unspecified damages and costs.

           In one of the class action lawsuits, the presiding judge ordered the
           freezing of the Company's bank account, with $125,000 allocated to
           Huntington Trust Co., N.A. (a defendant in the suit), on an indicated
           claim. After obtaining court approval, monies from the frozen account
           can be withdrawn to pay current operating expenses.

           Also in connection with one of the class action lawsuits, the Company
           filed a cross claim against its casualty insurance carries for breach
           of contract for denying the voiding directors' and officers'
           liability insurance and tail coverage. The Company seeks
           reinstatement of coverage, and compensatory and punitive damages of
           $100,000 and $10,000,000, respectively. The insurance carrier
           refunded the Company approximately $100,000 of premiums paid to it by
           the Company, however, the Company returned the money to the insurance
           carrier and intends to vigorously pursue the cross claim.

           The Company has agreed to indemnify its directors and officers for
           costs assumed by them in connection with such lawsuits. The Company
           intends to vigorously defend itself in connection with these
           lawsuits. The Company does not plan to liquidate until the lawsuits
           are settled.


ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS
           None.


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
           None.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 
           None.


ITEM 5.    OTHER INFORMATION
           None


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K 
           (A) Exhibit 27 - Financial data schedule.
           (B) None.


                                       -9-

<PAGE>   10


                                   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.



                                       Towne Bancorp, Inc.
                                       ----------------------------------------
                                       Registrant



Dated    May 10, 1999                  /S/ John P. Weinert
         ------------                  ----------------------------------------
                                       John P. Weinert, Chairman



Dated    May 10, 1999                  /s/ Jerome C. Bechstein
         ------------                  ----------------------------------------
                                       Jerome C. Bechstein, President and CEO







                                      -10-

<PAGE>   11


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION
-----------         -----------

<S>                 <C>
  EX-27             Financial Data Schedule
</TABLE>