UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON D.C.    20549

                          FORM 10-Q

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

    For the quarterly period ended March 31, 2002
                                         --------------

                                       OR

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

    For the transition period from _______ to _______

    Commission file number 2-89283
                           -------


                           IOWA FIRST BANCSHARES CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       STATE  OF  IOWA                                            42-1211285
--------------------------------------------------------------------------------
 (State or other jurisdiction                                 (IRS Employer of
incorporation or organization)                               Identification No.)

                             300 East Second Street
                             Muscatine, Iowa 52761
                    ----------------------------------------
                    (Address of principal executive offices)

                                  563-263-4221
                        -------------------------------
                        (Registrant's telephone number)

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 [  ]

At March 31, 2002 there were 1,456,604 shares of the  registrant's  common stock
outstanding.

                                       1
<PAGE>



                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q

                                                                        PAGE NO.

PART 1   Financial Information

         Item 1.   Financial Statements

                   Consolidated Condensed Balance Sheets,
                   March 31, 2002 and December 31, 2001

                   Consolidated Condensed Statements of
                   Income, Three months Ended
                   March 31, 2002 and 2001

                   Consolidated Condensed Statements of
                   Cash Flows, Three months Ended
                   March 31, 2002 and 2001

                   Notes to Consolidated Condensed
                   Financial Statements


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

PART II  Other Information

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

         Item 6.   Exhibits and Reports on Form 8-K

Signatures


                                       2
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In Thousands)

                                                      (Unaudited)
                                                        March 31,   December 31,
                                                          2002        2001
                                                      --------------------------
               ASSETS

Cash and due from banks ............................   $  12,508    $  14,661

Interest-bearing deposits at financial institutions        1,890        1,620

Federal funds sold .................................      42,800       31,000

Investment securities available for sale ...........      40,799       44,466

Loans, net of allowance for possible loan losses
   March 31, 2002, $3,221; December 31, 2001,
   $3,182 ..........................................     273,762      272,695

Bank premises and equipment, net ...................       4,953        5,055

Life insurance contracts ...........................       3,404        3,361

Restricted investment securities ...................       3,868        3,868

Other assets .......................................       3,451        3,871
                                                       -------------------------
   TOTAL ASSETS ....................................   $ 387,435    $ 380,597
                                                       =========================

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Noninterest bearing deposits .......................   $  42,098    $  42,165
Interest bearing deposits ..........................     232,489      225,359
                                                       -------------------------
   TOTAL DEPOSITS ..................................     274,587      267,524
Notes payable ......................................       5,372        5,419
Securities sold under agreements to
   repurchase ......................................       5,724        5,068
Federal Home Loan Bank advances ....................      68,984       70,706
Treasury tax and loan open note ....................         996          622
Company obligated mandatorily redeemable preferred
  securities of subsidiary trust ...................       4,000        4,000
Other liabilities ..................................       2,097        1,976
                                                       -------------------------
   TOTAL LIABILITIES ...............................     361,760      355,315
                                                       -------------------------
Redeemable common stock held by employee stock
  ownership plan with 401(k) provisions (KSOP) .....       2,242        2,242
                                                       -------------------------
STOCKHOLDERS' EQUITY
Common stock .......................................         200          200
Additional paid-in capital .........................       4,263        4,265
Retained earnings ..................................      32,468       31,944
Accumulated other comprehensive income .............         722          858
Less net cost of common shares acquired for the
  treasury .........................................     (11,978)     (11,985)
Less maximum cash obligation related to KSOP shares       (2,242)      (2,242)
                                                       -------------------------
   TOTAL STOCKHOLDERS' EQUITY ......................      23,433       23,040
                                                       -------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .........   $ 387,435    $ 380,597
                                                       =========================

See Notes to Consolidated Condensed Financial Statements.

                                       3
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                      (In Thousands, Except Per Share Data)
                                   (Unaudited)

                                                         Three Months Ended
                                                             March 31,
                                                           2002     2001
                                                         ------------------

INTEREST INCOME:
   Interest and fees on loans .........................   $4,896   $5,688
   Interest on investment securities available for sale      532      872
   Interest on federal funds sold .....................      149      159
   Dividends on restricted investment securities ......       26       53
   Other interest .....................................       24       --
                                                          ---------------
   Total interest income ..............................    5,627    6,772
                                                          ---------------

INTEREST EXPENSE:
   Interest on deposits ...............................    1,544    2,789
   Interest on notes payable ..........................      108      120
   Interest on other borrowed funds ...................    1,079    1,138
   Interest on company obligated mandatorily
     redeemable preferred securities ..................      102        4
                                                          ---------------
   Total interest expense .............................    2,833    4,051
                                                          ---------------

   Net interest income ................................    2,794    2,721

Provision for loan losses .............................       68       39
                                                          ---------------
   Net interest income after provision for
      loan losses .....................................    2,726    2,682

Investment securities gains ...........................       72       61
Other income ..........................................      607      557
Other expense .........................................    2,176    2,057
                                                          ---------------

   Income before income taxes .........................   $1,229   $1,243
Applicable income taxes ...............................      374      391
                                                          ---------------
Net income ............................................   $  855   $  852
                                                          ===============

Net income per common share, basic and diluted ........   $ 0.59   $ 0.57
                                                          ===============

Dividends declared per common share ...................   $ 0.23   $ 0.22
                                                          ===============

Comprehensive income ..................................   $  719   $1,526
                                                          ===============

See Notes to Consolidated Condensed Financial Statements.

                                       4
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
               For The Three Months Ended March 31, 2002 and 2001
                                 (In Thousands)

                                                             2002        2001
                                                           ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..............................................  $    855    $    852
Adjustments to reconcile net income to net cash provided
  by  operating activities:
   Proceeds from real estate loans sold .................     2,754         642
   Real estate loans underwritten and sold ..............    (2,729)       (635)
   Gains on real estate loans sold ......................       (25)         (7)
   Provision for loan losses ............................        68          39
   Investment securities gains, net .....................       (72)        (61)
   Depreciation .........................................       158         157
   Amortization of premiums and accretion of discounts
     on investment securities available for sale, net ...         6          (2)
   Net decrease in other assets .........................       320       1,240
   Net increase in other liabilities ....................       201         308
                                                           --------------------
Net cash provided by operating activities ...............  $  1,536    $  2,533
                                                           ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Net (increase) in interest-bearing deposits at
     financial inst$tution ..............................      (270)   $ (1,432)
   Net (increase) decrease in federal funds sold ........   (11,800)      2,900
   Proceeds from sales, maturities, calls and paydowns
     of available for sale securities ...................     7,887       8,306
   Purchases of available for sale securities ...........    (4,370)     (2,464)
   Net (increase) in loans ..............................    (1,135)     (7,112)
   Purchases of bank premises and equipment .............       (56)       (307)
   Increase in cash value of life insurance contracts ...       (43)        (44)
                                                           ---------------------
   Net cash (used in) investing activities ..............  $ (9,787)   $   (153)
                                                           ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net (decrease) in noninterest bearing deposits .......  $    (67)   $ (8,995)
   Net increase in interest bearing deposits ............     7,130      10,556
   Net increase (decrease) in securities sold under
     agreements to repurchase ...........................       656        (544)
   Repayment of notes payable ...........................       (47)        (44)
   Net decrease in line of credit .......................        --        (125)
   Net increase (decrease) in treasury tax and loan open
     note ...............................................       374        (727)
   Advances from Federal Home Loan Bank .................        --       1,400
   Payments of advances from Federal Home Loan Bank .....    (1,722)    (11,436)
   Net proceeds from issuance of company obligated
     mandatorily redeemable preferred securities of
     subsidiary trust ...................................        --       3,832
   Cash dividends paid ..................................      (331)       (332)
   Purchases of common stock for the treasury ...........        --        (385)
   Proceeds from issuance of common stock ...............       105          --
                                                           ---------------------
   Net cash provided by (used in) financing activities ..  $  6,098    $ (6,800)
                                                           ---------------------

   Net (decrease) in cash and due from banks ............    (2,153)     (4,420)

Cash and due from banks:
   Beginning ............................................  $ 14,661    $ 16,182
                                                           ---------------------
   Ending ...............................................  $ 12,508    $ 11,762
                                                           =====================
Supplemental Disclosures of Cash Flow Information
   Cash payments for:
     Interest ...........................................  $  2,828    $  4,149
     Income taxes ............ ..........................        --          11
Supplemental Schedule of Noncash Investing and Financing
  Activities:
  Change in accumulated other comprehensive income,
    unrealized gains (losses) on investment securities
    available for sale, net .............................      (136)        674

See Notes to Consolidated Condensed Financial Statements.

                                       5
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.  Nature of Business and Significant Accounting Policies

Nature of business:

Iowa  First   Bancshares  Corp.  (the  "Company")  is  a  bank  holding  company
headquartered in Muscatine,  Iowa. The Company owns the outstanding stock of two
national banks, First National Bank of Muscatine  (Muscatine) and First National
Bank in Fairfield  (Fairfield).  First National Bank of Muscatine has a total of
five  locations in  Muscatine,  Iowa.  First  National Bank in Fairfield has two
locations in  Fairfield,  Iowa.  Each bank is engaged in the general  commercial
banking   business  and  provides  full  service   banking  to  individuals  and
businesses,  including checking, savings and other deposit accounts,  commercial
loans, consumer loans, real estate loans, safe deposit facilities,  transmitting
of funds,  trust  services,  and such other  banking  services  as are usual and
customary for commercial  banks. The Company also owns the outstanding  stock of
Iowa First Capital Trust I, which was  capitalized in March 2001 for the purpose
of issuing Company Obligated Mandatorily Redeemable Preferred Securities.

Reclassifications:

Certain amounts in the prior year financial  statements have been  reclassified,
with no effect on net income or  stockholders'  equity,  to conform with current
year presentations.

Note 2.  Capital Stock and Earnings Per Share

Common shares and preferred stock  authorized total 6,000,000 shares and 500,000
shares,  respectively.  Basic  earnings  per share is arrived at by dividing net
income by the weighted average number of shares of common stock  outstanding for
the respective period.  Diluted earnings per share is arrived at by dividing net
income  by the  weighted  average  number  of  common  stock  and  common  stock
equivalents  outstanding for the respective period. The average number of shares
of common  stock  outstanding  for the first three  months of 2002 and 2001 were
1,456,473 and 1,495,714, respectively. There were no common stock equivalents in
2002 or 2001.

                                       6
<PAGE>



                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Discussion and Analysis of Financial Condition

The Company's  total assets at March 31, 2002,  were  $387,435,000.  Muscatine's
total assets were $285,397,000  which reflects a $6,373,000 (2.3%) increase from
December 31, 2001,  total assets.  Fairfield's  total assets were $99,987,000 at
March 31, 2002, an increase of  $1,032,000  (1.0%) when compared to December 31,
2001, total assets. Total consolidated assets increased by 1.8% during the first
three months of 2002.  Compared to March 31, 2001,  however,  total consolidated
assets have increased $11,819,000 (3.1%).

Net loans  totaled  $273,762,000  at March  31,  2002.  Net  loans at  Muscatine
decreased by $848,000 (0.4%) during the first three months.  Net loans increased
at Fairfield by $1,915,000  (2.8%)  during the first three months.  Consolidated
net loans increased by $1,067,000 (0.4%) year-to-date.

Total available for sale securities  decreased $3,667,000 during the first three
months  of 2002  while  federal  funds  sold  increased  $11,800,000.  The Banks
emphasize  purchase of securities with maturities of five years and less as such
purchases  typically offer reasonable  yields with little credit risk as well as
limited  interest  rate risk.  Additionally,  selected  securities  with  longer
maturities  are  owned in order  to  enhance  overall  portfolio  yield  without
significantly  increasing risk. In the low interest rate environment experienced
during the first quarter of 2002, the banks purchased fewer  securities than the
total of securities that were sold, matured,  called, or paid down. Furthermore,
most of the  securities  that were purchased had  relatively  short  maturities.
Securities sold during the current year of $2,997,000 have resulted in net gains
recognized totaling $72,000.

Total  deposits  at  March  31,  2002,  were  $274,587,000.   Deposits,  net  of
intercompany  deposits,  at Muscatine increased $5,706,000 (3.0%) from the prior
year end. Fairfield's total deposits increased $1,357,000 (1.8%) during the same
period.  This  represents  a combined  deposit  increase of nearly $7.1  million
(2.6%) for the  Company  during the first  three  months of 2002.  Additionally,
securities  sold under  agreements  to  repurchase  increased  $656,000  to $5.7
million  and  advances  borrowed  from the  Federal  Home  Loan  Bank  decreased
$1,722,000 to total $69.0 million at quarter end.

On March 28,  2001,  the Company  issued  4,000 shares  totaling  $4,000,000  of
Company  Obligated  Mandatorily  Redeemable  Preferred  Securities of Iowa First
Capital  Trust I. The  securities  provide  for  cumulative  cash  distributions
calculated at a 10.18% annual rate. The Company may, at one or more times, defer
interest payments on the capital securities for up to 10 consecutive semi-annual
periods,  but not beyond June 8, 2036.  At the end of the deferral  period,  all
accumulated and unpaid  distributions  will be paid. The capital securities will
be redeemed on June 8, 2031; however,  the Company has the option to shorten the
maturity  date to a date not earlier  than June 8, 2011.  The  redemption  price
begins at 105.09% to par and is reduced 51 basis  points each year until June 8,
2021 when the capital  securities can be redeemed at par. Holders of the capital
securities have no voting rights, are unsecured,  and rank junior in priority of
payment to all of the Company's indebtedness and senior to the Company's capital
stock. For regulatory  purposes,  the entire amount of the capital securities is
allowed  in the  calculation  of Tier 1  capital.  The  capital  securities  are
included  in the  balance  sheet as a  liability  with  the  cash  distributions
included in interest expense.

Results of Operation

Consolidated  net income was  $855,000 for the first  quarter of 2002.  This was
$3,000 or 0.3% more than the same  period  last  year.  However,  net income per
share for the first three months of 2002 was $.59 which represented $.02 or 3.5%
more than the prior year. Net interest  income  increased from the first quarter
of 2001 to the first  quarter  of 2002 by  $73,000  (2.7%),  provision  for loan
losses increased $29,000 (74.4%), securities gains increased by $11,000 (18.0%),
other income increased by $50,000 (9.0%),  operating expenses increased $119,000
(5.8%), and income tax expense decreased $17,000 (4.3%).

                                       7
<PAGE>


The net interest  income  increase during the first quarter 2002 compared to the
first quarter 2001 resulted from a greater  decline in interest  expense paid on
liabilities than the decrease in interest income earned on assets.  During 2001,
the prime  lending rate dropped a  precipitous  475 basis points with most other
short-term market interest rates also experiencing sizable declines. This quick,
substantial  decline in the prime lending rate caused  downward  pressure on the
Company's  interest income;  however,  the balance sheet structure  allowed even
more  rapid  reductions  in the cost of funds.  The usage of  wholesale  funding
sources,  while  mitigating  intermediate  and  long-term  interest  rate  risk,
increases  interest  expense.  The Company somewhat reduced its reliance on such
wholesale funding sources during the first quarter of 2002. The interest expense
associated  with the debt incurred to purchase  treasury shares and the interest
expense related to the aforementioned  Company Obligated Mandatorily  Redeemable
Preferred Securities also adds pressure to the net interest income. Finally, the
intense  competition  for all types of loans and deposits  limits the  Company's
ability to control pricing and other terms when dealing with customers.

Provisions  for loan losses were  $68,000 for the three  months  ended March 31,
2002. This was $29,000 more than the first quarter of 2001. Net loan charge-offs
through March 31, 2002 totaled  $29,000  compared to net  charge-offs of $42,000
for the first three months of 2001.  The allowance for loan losses is maintained
at the level  considered  adequate  by  management  of the Banks to provide  for
losses that are probable.  The  allowance is increased by provisions  charged to
operating  expense and reduced by net charge-offs.  In determininig the adequacy
of the  allowance  balance  the Banks make  continuous  evaluations  of the loan
portfolio and related  off-balance sheet commitments,  consider current economic
conditions,  historical loan loss experience,  review of specific problem loans,
and other factors.

Nonaccrual loans totaled  $696,000 at March 31, 2002,  $13,000 less than the end
of the first  quarter in 2001.  Other real estate  owned  totaled  $251,000,  an
increase  of  $44,000  from a year ago,  and loans  past due 90 days or more and
still accruing  totaled  $245,000 which was $691,000 less than at the end of the
first  quarter of 2001.  The  allowance  for possible  loan losses of $3,221,000
represents  1.2% of net loans and 270% of total  nonaccrual  loans,  other  real
estate owned, and loans past due 90 days or more and still accruing.

The  efficiency  ratio,  defined  as  noninterest  expense  as a percent  of net
interest income plus noninterest income, was 62.7% for the first three months of
2002  compared to 62.2% for all of 2001.  The primary  reason for this change is
the increase in other  operating  expenses,  a  substantial  portion of which is
attributable to expanded technology costs.

Interest Rate Sensitivity

The Company  manages its balance  sheet to minimize the impact of interest  rate
movements on its earnings.  The term "rate sensitive" refers to those assets and
liabilities  which are  "sensitive" to  fluctuations  in rates and yields.  When
interest  rates move,  earnings may be affected in many ways.  Interest rates on
assets and liabilities  may change at different  times or by different  amounts.
Maintaining a proper  balance  between rate  sensitive  earning  assets and rate
sensitive   liabilities  is  the  principal  function  of  asset  and  liability
management of a banking organization.

A positive  repricing gap for a given period exists when total  interest-earning
assets exceed total interest-bearing  liabilities and a negative gap exists when
total  interest-bearing  liabilities are in excess of  interest-earning  assets.
Generally a positive  repricing gap will result in increased net interest income
in a rising rate environment and decreased net interest income in a falling rate
environment.  A negative  repricing gap tends to produce  increased net interest
income in a falling rate  environment  and  decreased  net interest  income in a
rising rate environment.  At March 31, 2002, rate sensitive liabilities exceeded
rate sensitive assets within a one year maturity range and, thus, the Company is
theoretically  positioned to benefit from a decline in interest rates within the
next year.

The Company's  repricing gap position is useful for measuring  general  relative
risk  levels.  However,  even with  perfectly  matched  repricing  of assets and
liabilities,  interest rate risk cannot be avoided entirely.  Interest rate risk
remains in the form of prepayment risk of assets and liabilities, timing lags in
adjusting  certain assets and  liabilities  that have varying  sensitivities  to
market interest rates, and basis risk. Basis risk refers to the possibility that
the repricing  behavior of variable-rate  assets could differ from the repricing
characteristics  of  liabilities  which  reprice in the same time  period.  Even
though  these  assets are  match-funded,  the spread  between  asset  yields and
funding costs could change.

Because the  repricing  gap position  does not capture  these risks,  Management
utilizes simulation modeling to measure and manage the rate sensitivity exposure
of earnings.  The Company's simulation model provides a projection of the effect
on net interest  income of various  interest  rate  scenarios  and balance sheet
strategies.

                                       8
<PAGE>


Liquidity

For  banks,  liquidity  represents  ability  to meet both loan  commitments  and
deposit withdrawals.  Factors which influence the need for liquidity are varied,
but include general economic  conditions,  asset/liability mix, bank reputation,
future  FDIC  funding  needs,  changes  in  regulatory  environment,  and credit
standing.  Assets which provide liquidity consist principally of loans, cash and
due from  banks,  investment  securities,  and  short-term  investments  such as
federal funds.  Maturities of securities  held for investment  purposes and loan
payments   provide  a  constant   flow  of  funds   available  for  cash  needs.
Additionally,  liquidity can be gained by the sale of loans or securities  prior
to maturity if such assets had previously been designated as available for sale.
Interest  rates,  relative to the rate paid by the security or loan sold,  along
with the maturity of the  security or loan,  are the major  determinates  of the
price which can be realized upon sale.

The  stability  of the  Company's  funding,  and  thus  its  ability  to  manage
liquidity,  is greatly enhanced by its consumer deposit base.  Consumer deposits
tend to be small in size,  diversified  across a large base of individuals,  and
are government  insured to the extent  permitted by law. Total deposits at March
31, 2002, were $274,587,000 or 71% of total liabilities and equity.

Federal funds sold overnight totaled $42,800,000 or 11% of March 31, 2002, total
assets.  These  federal  funds sold may be used to fund loans as well as deposit
withdrawals, or for other purposes as defined by management.

Securities  available for sale with a cost totaling  $39,648,000  at quarter-end
included net  unrealized  gains of $1,151,000.  These  securities may be sold in
whole or in part to increase liquid assets, reposition the investment portfolio,
or for other purposes as defined by management.

Capital

Stockholders'  equity  increased  $393,000  (1.7%) during the three months ended
March 31, 2002.

Federal regulatory agencies have adopted various capital standards for financial
institutions,  including risk-based capital standards. The primary objectives of
the  risk-based  capital  framework  are to  provide  a  consistent  system  for
comparing capital  positions of financial  institutions and to take into account
the  different   inherent  risks  among  financial   institutions'   assets  and
off-balance-sheet items.

Risk-based  capital  standards have been  supplemented  with  requirements for a
minimum Tier 1 capital to assets ratio (leverage ratio). In addition, regulatory
agencies consider the published capital levels as minimum levels and may require
a Financial Institution to maintain capital at higher levels.

A comparison of the Company's capital as of March 31, 2002 with the requirements
to be considered adequately capitalized is presented below.

                                                                  For Capital
                                                      Actual   Adequacy Purposes
--------------------------------------------------------------------------------
Tier 1 risk-based capital                              10.79%        4.00%
Total risk-based capital                               12.01%        8.00%
Tier 1 leverage ratio                                   7.48%        4.00%

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in
accordance with accounting  prinicles generally accepted in the United States of
America,  which  require the  measurement  of financial  position and  operating
results  in terms of  historical  dollars  without  considering  changes  in the
relative  purchasing  power of money  over time due to  inflation.  Unlike  most
industrial companies, virtually all of the assets and liabilities of a financial
institution are monetary in nature.

As a result,  interest  rates  have a more  significant  impact  on a  financial
institution's  performance  than the  effects  of general  levels of  inflation.
Interest  rates do not  necessarily  move in the same  direction  or in the same
magnitude  as the price of goods and  services.  In the  current  interest  rate
environment,  liquidity and the maturity  structure of the Company's  assets and
liabilities are critical to the maintenance of acceptable performance levels.

                                       9
<PAGE>


Trends, Events or Uncertainties

Officers  and  Directors of the Company and its  subsidiaries  have had, and may
have in the future,  banking  transactions in the ordinary course of business of
the Company's subsidiaries.  All such transactions are on substantially the same
terms, including interest rates on loans and collateral,  as those prevailing at
the time for comparable  transactions  with others,  involve no more than normal
risk of collectibility, and present no other unfavorable features.

In the normal  course of  business,  the Banks are  involved  in  various  legal
proceedings.  In the current opinion of management, any liability resulting from
such  proceedings  would not have a material  effect on the Company's  financial
statements.

The Company has in the past purchased shares of its outstanding common stock for
the treasury as they become available.  Additional future share repurchases have
been authorized by the board of directors.  During the first quarter of 2002, no
shares were purchased under the existing stock repurchase program.

Current Accounting Developments

In July 2001, the Financial  Accounting  Standards  Board issued  Statement 141,
"Business  Combinations"  and  Statement  142,  "Goodwill  and Other  Intangible
Assets". Statement 141 eliminates the pooling method for accounting for business
combinations;  requires  that  intangible  assets that meet certain  criteria be
reported separately from goodwill; and requires negative goodwill arising from a
business  combination  to be recorded as an  extraordinary  gain.  Statement 142
eliminates  the  amortization  of  goodwill  and  other   intangibles  that  are
determined  to have an  indefinite  life;  and  requires,  at a minimum,  annual
impairment tests for goodwill and other intangible assets that are determined to
have an indefinite life. For the Company,  the provisions of the Statements were
generally  effective  January 1, 2002.  Implementation  of the Statements had no
impact on the financial  statements,  except that annual  goodwill  amortization
expense of $56,000 will no longer be recorded.  For the three months ended March
31, 2001  goodwill  amortization  of $14,000 was  recorded,  thereby  decreasing
earnings per share by $.01 per share.

                                       10
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                                OTHER INFORMATION

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

At the Annual  Meeting of the Company held at its offices on April 18, 2002, the
shareholders elected the following individuals to the Board of Directors for the
indicated terms:

                            Votes in Favor   Votes Against     Term
---------------------------------------------------------------------

Craig R. Foss                 1,216,894           0           3 Years
Donald R. Heckman             1,207,674           0           3 Years
D. Scott Ingstad              1,037,485           0           3 Years
Beverly J. White              1,215,094           0           3 Years
Stephen R. Cracker            1,036,535           0           2 Years

ITEM 6.  Exhibits and reports on Form 8-K.

         Reports on Form 8-K.      No Form 8-K has been
                                   filed for the quarter
                                   ended March 31, 2002.

                                       11
<PAGE>


                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                           IOWA FIRST BANCSHARES CORP.

                                 (Registrant)


5/14/02                     /s/ George A. Shepley
----------------             -------------------------------
Date                         George A. Shepley, Chairman of
                             the Board


5/14/02                      /s/ Kim K. Bartling
----------------             -------------------------------
Date                         Kim K. Bartling, Executive Vice
                             President, Chief Operating
                             Officer & Treasurer




                                       12