UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

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

         For the quarterly period ended March 31, 2003

[ ]      TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from                 to
                                       -----------------  ----------------------

                        Commission file number: 000-50242


                              CFB Bancshares, Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Tennessee                                           62-1619339
--------------------------------------------------------------------------------
      (State of other jurisdiction of                           (IRS Employer
       incorporation or organization)                        Identification No.)

                                1015 Main Street
                            Wartburg, Tennessee 37887
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (423) 346-2265
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date: 353,904 shares of Common Stock
as of May 12, 2003.

     Transitional Small Business Disclosure Format (check one):   Yes   No  X
                                                                     ---   ---



<PAGE>


CONTENTS

PART I. FINANCIAL INFORMATION
        ---------------------

        Item 1. Financial Statements

                Consolidated  Balance Sheets as of March 31, 2003
                (Unaudited)and December 31, 2002                              3

                Consolidated  Statements  of  Income  for the
                Three  Months Ended March 31, 2003 and
                2002 (Unaudited)                                              4

                Consolidated Statements of Comprehensive Income
                for the Three Months Ended March 31, 2003 and
                2002 (Unaudited)                                              5

                Consolidated Statements of Changes in Shareholders'
                Equity for the Three Months Ended March 31,
                2003 (Unaudited)                                              6

                Consolidated Statements of Cash Flows for the
                Three Months Ended March 31, 2003 and 2002 (Unaudited)        7

                Notes to Consolidated Financial Statements
                for the Three Month Period Ended March 31,
                2003 and 2002 (Unaudited)                                  8-10

       Item 2.  Management's Discussion and Analysis or Plan
                of Operation                                              11-14

       Item 3.  Controls and Procedures                                      14


PART II.  OTHER INFORMATION
          -----------------

          Item 1.  Legal Proceedings                                         15

          Item 2.  Changes in Securities and Use of Proceeds                 15

          Item 3.  Defaults upon Senior Securities                           15

          Item 4.  Submission of Matters to a Vote of Security Holders       15

          Item 5.  Other Information                                         15

          Item 6.  Exhibits and Reports on Form 8-K                          15

SIGNATURES                                                                   16

CERTIFICATIONS                                                            17-18

                                       2
<PAGE>

                         PART I -- FINANCIAL INFORMATION


Item 1.  Financial Statements

                       CFB BANCSHARES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

             As of March 31, 2003 (Unaudited) and December 31, 2002

                                            March 31, 2003     December 31, 2002
                                            --------------     -----------------

Cash and Due From Banks..................         $ 2,541                $ 2,476
Federal Funds Sold.......................           3,248                  3,369
Total Cash and Cash Equivalents..........           5,789                  5,845

Interest-Bearing Deposits in other Banks.             794                    694
Investment Securities Available for Sale.          12,144                 10,305
Loans, Net...............................          44,988                 44,291
Premises and Equipment, Net..............           3,093                  3,130
Accrued Interest Receivable..............             326                    344
Foreclosed Real Estate...................             239                    175
Prepaid Income Tax ......................              27                     93
Prepaid Expenses and Other ..............             262                    163
                                              -----------           ------------
       Total Assets......................         $67,662                $65,040
                                              ===========           ============

Liabilities and Shareholders' Equity:

Liabilities:
Deposits
      Demand.............................         $31,046                $27,548
      Term...............................          31,255                 32,254
                                              -----------           ------------
          Total Deposits.................          62,301                 59,802

Securities Sold Under Agreements to
     Repurchase..........................             380                    378
Accrued Interest Payable.................             117                    124
Accrued Income Taxes.....................               0                      0
Deferred Income Taxes....................             203                    196
Other....................................              82                     58
                                              -----------           ------------
      Total Liabilities..................          63,083                 60,558
                                              -----------           ------------

Shareholders' Equity :
Common Stock, Par Value $1, Authorized 2,000,000 Shares;
     Issued and Outstanding 353,904
     Shares..............................             354                    354
Capital in Excess of Par Value...........           4,016                  4,016
Retained Earnings........................             167                     57
Accumulated Other Comprehensive Income (Loss)          42                     55
                                               ----------            -----------
      Total Shareholders' Equity.........           4,579                  4,482
                                               ----------            -----------
Total Liabilities and Shareholders' Equity        $67,662                $65,040
                                               ==========            ===========


The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>


                      CFB BANCSHARES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In Thousands, Except Earnings Per Share)

               For The Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

                                                 For the Three Months Ended
                                                         March 31,
                                              -------------------------------
                                                  2003                2002
                                              --------------   --------------
Interest Income
     Loans................................            $839              $868
     Investment Securities................              69                87
     Federal Funds Sold...................              10                15
     Interest Bearing Deposits at
       other Banks........................               3                 0
                                                         -                 -
     Total Interest Income................             921               970

 Interest Expense.........................             370               444
                                                      ----              ----

Net Interest Income.......................             551               526

Provision For Loan Losses.................              14                35
                                                      ----              ----
Net Interest Income After Provision
     For Loan  Losses.....................             537               491
                                                      ----              ----

Noninterest Income
     Loan Fees and Other Service Charges..              74                76
     Service Charges on Deposit Accounts .             153               109
     Other ...............................              27                11
                                                      ----              ----
    Total Noninterest Income..............             254               196

Noninterest Expense
     Salaries and Employee Benefits.......             284               290
     Occupancy and Equipment Expense......              90                91
     Office Supplies and Postage..........              36                34
     Data Processing Expenses.............              85                54
     Advertising and Promotion............              11                11
     Other................................             110                82
                                                      ----              ----
     Total Noninterest Expense............             616               562
                                                      ----              ----

Income Before Income Taxes ...............             175               125
Income Taxes..............................              65                37
                                                      ----              ----
Net Income................................            $110               $88
                                                     =====              ====

Earnings Per Share:
  Basic...................................           $0.31             $0.25
                                                     =====             =====
  Assuming Dilution.......................           $0.30             $0.24
                                                     =====             =====

The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>


                      CFB BANCSHARES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In Thousands)

               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                            For the Three Months Ended
                                                                                                      March 31,
                                                                                            --------------------------
                                                                                                  2003            2002
                                                                                            --------------  ----------
<S>                                                                                               <C>              <C>
Net income.............................................................................           $110             $88
                                                                                                  ----             ---

Other comprehensive income (loss), net of tax:
     Unrealized gains (losses) on investment securities................................            (21)            (42)
     Reclassification adjustment for gains / losses included in net income.............              0               0
     Income taxes related to unrealized gains / losses on investment securities........              8              16
     Other comprehensive income (loss), net of tax.....................................            (13)            (26)
                                                                                                   ----            ----
     Comprehensive income..............................................................             $97             $62
                                                                                                   ====            ====
</TABLE>



The accompanying notes are an integral part of these financial statements.

















                                       5
<PAGE>

                      CFB BANCSHARES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In Thousands)

                    For the Three Months Ended March 31, 2003
<TABLE>
<CAPTION>

                                                                                       Accumulated
                                                      Capital in                          Other               Total
                                         Common      Excess of Par       Retained     Comprehensive       Shareholders'
                                          Stock          Value           Earnings       Income(Loss)        Equity
                                         ------      -------------       --------     --------------      -------------
<S>                                        <C>              <C>              <C>               <C>              <C>

Balances, December 31, 2002                 354             $4,016            $57               $55             $4,482
Net Income......................              0                  0            110                 0                110
Dividends Paid .................              0                  0              0                 0                  0
Other Comprehensive Loss........              0                  0              0               (13)               (13)
                                         ------      -------------       --------     -------------       -------------
Balances, March 31, 2003                   $354             $4,016           $167               $42             $4,579
                                         ======      =============       ========     =============       =============

</TABLE>


The accompanying notes are an integral part of these financial statements.














                                       6
<PAGE>


                      CFB BANCSHARES, INC. AND SUBSIDIARIES
                     CONDSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                  For the Three Months Ended March 31,
                                                                                        2003                    2002
                                                                            --------------------------   ------------------
<S>                                                                                   <C>                    <C>
Operating Activities:                                                                 $  110                 $   88
                                                                                      ------                  -----
Net Income ...................................................
Adjustments to Reconcile Net Income to Net Cash
        Provided by Operating Activities:
     Depreciation ............................................                            89                     46
     Provision for Loan Losses................................                            14                     35
     Decrease in Accrued Interest Receivable .................                            18                     31
     (Increase) in Prepaid Expenses and Other.................                           (33)                   (60)
     Increase (Decrease) in Accrued Interest Payable..........                            (7)                    (9)
     Increase (Decrease) in Accrued Income Taxes and Other
        Liabilities...........................................                            39                    (10)
                                                                                      ------                  -----
           Total Adjustments..................................                           120                     33
                                                                                      ------                  -----
            Net Cash Provided by Operating Activities.........                           230                    121
                                                                                      ------                  -----
Investing Activities:
 Increase in Interest-Bearing Deposits in Other Banks............                       (100)                     0
 Investment Securities Available for Sale:
     Purchases................................................                        (4,360)                (4,666)
     Maturities...............................................                         2,500                  3,250
 Purchases of Premises and Equipment..........................                           (52)                  (467)
Net Increase in Loans.........................................                         ( 775)                (1,305)
                                                                                      ------                  -----
            Net Cash Used in Investing Activities.............                         (2787)                (3,188)
                                                                                      ------                  -----
Financing Activities:
Dividends Paid................................................                             0                    (35)
Increase in Securities Sold Under Agreements to Repurchase....                             2                      2
Net Increase in Deposits......................................                         2,499                  6,254
                                                                                      ------                  -----
           Net Cash Provided by Financing Activities..........                         2,501                  6,221
                                                                                      ------                  -----
Net Increase (Decrease) in Cash and Cash Equivalents..........                           (56)                 3,154
Cash and Cash Equivalents at Beginning of Period .............                         5,845                  2,520
                                                                                      ------                  -----
Cash and Cash Equivalents at End of Period ...................                        $5,789                 $5,674
                                                                                      ======                  =====
Supplementary Disclosures of Cash Flow Information:
  Cash Paid During the Period for:
    Interest..................................................                        $  377                 $  452
    Income Taxes..............................................                        $   66                 $   19

Supplementary Disclosures of Non Cash Investing Activities:
Acquisition of Foreclosed Real Estate                                                 $   64                 $   43
Change in Gross Unrealized Gain / Loss on Investment
     Securities Available for Sale............................                        $  (21)                $  (43)
Change in Deferred Taxes Associated with Unrealized
     Gain / Loss on Investment Securities Available for Sale..                        $   (8)                $  (16)
Change in Net Unrealized Gain/ Loss on Investment Securities
     Available for Sale........................................                       $  (13)                $  (27)
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       7

<PAGE>


                       CITIZENS FIRST BANK AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       March 31, 2003 and 2002 (Unaudited)


NOTE 1 - PRINCIPLES OF CONSOLIDATION, NATURE OF OPERATIONS AND SHARE EXCHANGE

The consolidated  financial  statements  include the accounts of CFB Bancshares,
Inc., a bank holding company, its wholly owned subsidiary,  Citizens First Bank,
and the Bank's wholly owned  subsidiary,  CFB Financial  Services,  Inc.,  which
provides insurance agency services. The management of CFB Bancshares, Inc. is in
the process of  organizing  a new bank called  Peoples  Bank of Scott  County in
Oneida,  Tennessee  (see Note 4).  All  significant  intercompany  balances  and
transactions have been eliminated.

Citizens  First Bank was  incorporated  on  October  1, 1995 for the  purpose of
organizing  a  state-chartered  commercial  bank  and  commenced  operations  on
February 10, 1997. Citizens First Bank provides a variety of banking services to
individuals  and  businesses  through  its two  offices in  Wartburg  and Oliver
Springs,  Tennessee.  Its  primary  deposit  products  are demand  deposits  and
certificates  of  deposit;  and its  primary  lending  products  are real estate
mortgage loans, consumer installment loans, and commercial business loans.

Effective October 24, 2002, Citizens First Bank's shareholders  approved a share
exchange agreement with CFB Bancshares,  Inc. whereby one share of Company stock
was exchanged for one share of Bank stock.  The Bank's  retained  earnings as of
October 24, 2002,  totalling  $656,612,  was transferred to capital in excess of
par value on a consolidated basis.

The unaudited  interim  consolidated  financial  statements for the three months
ended  March 31, 2003 and 2002,  and as of March 31, 2003 have been  prepared on
the same basis as the Bank's  audited  financial  statements  as of December 31,
2002 and for the year ended December 31, 2002. In the opinion of management, all
adjustments,  consisting  of normal  recurring  accruals,  necessary  to present
fairly  the  financial  position  of the  Company  as of March 31,  2003 and the
results of  operations  and cash flows for the three months ended March 31, 2003
and 2002 have been included.  The results of operations for such interim periods
is not necessarily indicative of the results expected for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates - The  preparation  of  consolidated  financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management  to make  estimates  and  assumptions  that affect
certain reported amounts and disclosures. Actual results could differ from those
estimates.  Material estimates that are particularly  susceptible to significant
change relate to the determination of the allowance for losses on loans.


Stock Option Plans - The Company has two stock option plans which are  described
more fully in Note 3. The Company accounts for those plans under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees,  and related  interpretations.  No stock-based employee  compensation
cost is reflected in consolidated net income, as all options granted under those
plans had an exercise price equal to the market value of the  underlying  common
stock on the date of grant.  The following  table  illustrates the effect on net
income  and  earnings  per  share if the  Company  had  applied  the fair  value
recognition  provisions of FASB Statement No. 123,  Accounting  for  Stock-Based
Compensation, to stock-based employee compensation.


                                                    Period Ended March 31
                                                      (in thousands)
                                          --------------------------------------
                                                2003                 2002
                                          ----------------      ----------------
Net Income, as Reported                   $           110       $            88
Less: Total Stock-Based Employee
  Compensation Expense Determined
  Under Fair Value Based Method for
  All Awards, Net of Related Tax Effects                0                     0
                                          ----------------      ----------------
Pro Forma Net Income                      $           110       $            88
                                          ================      ================

                                       8

<PAGE>

Earnings Per Share:
 Basic - as Reported                      $          0.31       $          0.25
                                          ================      ================
 Basic - Pro Forma                        $          0.31       $          0.25
                                          ================      ================
 Diluted - as Reported                    $          0.30       $          0.24
                                          ================      ================
 Diluted - Pro Forma                      $          0.30       $          0.24
                                          ================      ================


Earnings  Per  Share -  Earnings  per  share is based on the  following  for the
periods ended March 31:

                                                 2003                 2002
                                           ----------------     ----------------
Weighted Average Number of Shares
  Outstanding Used for Basic Calculation         353,904              353,904
Effect of Dilutive Stock Options                  12,779               11,368
                                           ----------------     ----------------
Number of Shares Used for Calculation            366,683              365,272
 Assuming Dilution                         ================     ================


NOTE 3 - STOCK OPTION PLANS

Key Employee Plan - In April 1998, the shareholders approved a stock option plan
to provide key  employees  with  additional  incentive to contribute to the best
interests of the Bank. The plan terminates in ten years.  The board of directors
has discretion  concerning which eligible persons shall be granted options,  the
term of each  granted  option,  and the number of shares  for which each  option
shall be granted.  Options must be exercised  within ten years from the date the
options are  granted and must  include a price per share of at least 100% of the
fair  market  value of the  Company's  common  stock on the date the  option  is
granted.  The board of directors has reserved  20,000 shares of common stock for
issuance during the term of the plan. The board of directors has granted options
to certain officers totalling 14,000 shares at a price of $15 per share.  10,000
options  were  granted in April 1998 and 4,000  options were granted in December
1999. No options have been exercised to date.

Director  Plan - In April 1998,  the  shareholders  approved the director  stock
option plan and awarded  nontransferable  stock options to its directors.  These
options  provide for the purchase of 40,000  shares at a price of $15 per share.
All options expire ten years from the date the options were granted.  No options
have been exercised to date.

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions:


                                                 Periods Ended December 31,
                                      ------------------------------------------
                                            2003                   2002
                                      -------------------    -------------------
Dividend Yield                                0%                     0%
Expected Life                               9.9 years              9.9 years
Expected Volatility                          16%                    16%
Risk-Free Interest Rate                     5.7%                   5.7%


                                        9
<PAGE>




A summary of the status of the  Company's  stock  option plans as of March 31 is
presented below:
<TABLE>
<CAPTION>

                                              2003                            2002
                                   ---------------------------    -----------------------------
                                                    Weighted                        Weighted
                                                    Average                          Average
                                                    Exercise                        Exercise
                                     Shares          Price           Shares           Price
                                   ------------    -----------    -------------    ------------
<S>                                <C>             <C>            <C>              <C>

Outstanding at
 Beginning of Period                    54,000     $    15.00           54,000     $     15.00
Granted                                      0           0.00                0            0.00
Exercised                                    0           0.00                0            0.00
Forfeited                                    0           0.00                0            0.00
                                   ------------    -----------    -------------    ------------
Outstanding at                          54,000     $    15.00           54,000     $     15.00
 End of Period
                                   ============    ===========    =============    ============
Options Exercisable                     54,000     $    15.00           54,000     $     15.00
 at Period-End
Weighted-Average Fair
 Value of Options Granted
 During the Period                 $      0.00                    $       0.00

</TABLE>

Information pertaining to options outstanding at March 31, 2003 is as follows:

<TABLE>
<CAPTION>
                                                       Options Outstanding                            Options Exercisable
                                       ----------------------------------------------------     --------------------------------
                                                               Weighted
                                                               Average          Weighted                             Weighted
                                                              Remaining          Average                             Average
             Range of                       Number           Contractual        Exercise           Number            Exercise
         Exercise Prices                 Outstanding            Life              Price          Exercisable          Price
-----------------------------------    -----------------    --------------     ------------     --------------     -------------
         <S>                                <C>               <C>              <C>                  <C>            <C>

         $15.00 - $15.00                    54,000            5.1 years        $      15.00         54,000         $       15.00

</TABLE>


NOTE 4 - NEW BANK FORMATION

As  explained  in  Note 1,  the  Company's  management  and  certain  individual
organizers  are in the process of  organizing a new bank called  Peoples Bank of
Scott  County (In  Organization)  in Oneida,  Tennessee  ("Peoples  Bank").  The
Company is in the process of an offering of its common stock in connection  with
the new bank organization. The Company and the organizers entered into a line of
credit borrowing  arrangement  with an unrelated  commercial bank on January 16,
2003 to provide funds for organizational costs until the stock offering proceeds
are received.  Each of the organizers has also entered into a stock subscription
agreement  with Peoples Bank in January 2003. The organizers are required to pay
$24 per share  for each  share of common  stock of  Peoples  Bank that they have
purchased.  In the  event  that  the  Company's  offering  of  common  stock  is
completed,  the shares of  Peoples  Bank  purchased  by the  organizers  will be
exchanged  for Company  shares on a one for one basis.  If the Company  does not
complete its offering, the organizers will be entitled to a refund of any amount
paid for the shares of Peoples Bank, less $1.00 per share for the organizational
costs.  Organizational costs totaling $47,563 have been incurred by Peoples Bank
as of March  31,  2003.  No  amounts  have  been  included  in the  accompanying
financial  statements in relation to Peoples Bank because the exchange of shares
of Peoples Bank for Company  stock has not taken place and will not be completed
until  all   regulatory   approvals  for  the  new  bank  have  been   obtained.
Organizational  expenses will be expensed in accordance  with AICPA Statement of
Position  98-5 and  included in the  consolidated  financial  statements  of the
Company after the share exchange is completed.

                                        10
<PAGE>

Item 2. Management's Discussion And Analysis Or Plan Of Operation.


Forward-Looking Statements

     This  report  contains   forward-looking   statements   under  the  Private
Securities  Litigation Reform Act of 1995 that involve risks and  uncertainties.
When  used  in  this   discussion,   the   words,   "believes",   "anticipates",
"contemplates",  "expects",  and similar  expressions  are  intended to identify
forward-looking  statements.  Such  statements  are subject to certain risks and
uncertainties  which could cause actual results to differ  materially from those
projected.   Although   we  believe   that  the   assumptions   underlying   the
forward-looking  statements  are  reasonable,  any of the  assumptions  could be
inaccurate,  and  therefore,  we  cannot  assure  you that  the  forward-looking
statements set out in this report will prove to be accurate.

     Factors  that  could  cause  actual  results  to  differ  from the  results
discussed in the forward-looking statements include, but are not limited to:

     o    economic  conditions  (both  generally  and more  specifically  in the
          markets in which we operate);
     o    competition  for our  customers  from  other  providers  of  financial
          services;
     o    government legislation and regulation (which changes from time to time
          and over which we have no control);
     o    changes in interest rates; and
     o    material  unforeseen changes in the liquidity,  results of operations,
          or financial condition of our customers.

These risks are difficult to predict and many of them are beyond our control.


RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2003 AND 2002
-------------------------------------------------------------------------------

GENERAL


     The Management's Discussion and Analysis of Financial Condition and Results
of  Operations of CFB  Bancshares,  Inc.  ("CFB")  covers the three months ended
March 31, 2003 and 2002.  Citizens First Bank (the "Bank") was  incorporated  on
October 1, 1995 and  commenced  operations  on February 10, 1997. On October 24,
2002, a Plan of Share Exchange was consummated between the Bank and CFB in which
holders of Bank common shares  exchanged  them for common shares of CFB on a one
for one basis, as provided for in the Plan of Share Exchange.  The Plan of Share
Exchange was approved by the Bank's shareholders on May 23, 2002. CFB was formed
August 28,  2002  under the laws of the State of  Tennessee  for the  purpose of
acquiring  the Bank by means of the share  exchange,  and  becoming a registered
bank holding  company under the Bank Holding Company Act. CFB's only activity is
owning the Bank and the members of the boards of  directors  of CFB and the Bank
are the same.

Comparison of Financial Condition at March 31, 2003 and December 31, 2002

     Total assets grew from  December 31, 2002 to March 31, 2003 as total assets
increased $2.6 million or 4.0%, from $65.0 million at December 31, 2002 to $67.6
million at March 31, 2003.  The primary  increases in asset  categories  for the
three month period ended March 31, 2003 were $1.8 million in available  for sale
securities and a $697 thousand increase in net loans.  Total deposits  increased
$2.5 million,  or 4.2%, from $59.8 million at December 31, 2002 to $62.3 million
at March 31, 2003.  CFB is  continuing  to attract new  customers at both of its
current locations.

     Total shareholders' equity increased  approximately  $97,000 as CFB had net
income  of   approximately   $110,000   and  had  a  net   unrealized   loss  on
available-for-sale securities of approximately $13,000.

                                       11

<PAGE>
Comparison of Results of Operations

     During the three months ended March 31, 2003,  CFB attained a net income of
approximately  $110,000 or $0.31 per share.  During the three months ended March
31,  2002,  CFB had a total net  income of  approximately  $88,000  or $0.25 per
share.

NET INCOME

     Net income for the three months ended March 31, 2003 totaled  approximately
$110,000.  This amount is $3,000 less than the  budgeted  amount.  The March 31,
2003 net interest margin  (annualized) was 3.44% compared to 3.58% for March 31,
2002 as deposit  account  rates have  repriced  more  quickly  than loan  rates.
Management  anticipates  substantially  achieving  the 2003 net income budget of
$494,000.  Net  income  for the  three  months  ended  March  31,  2002  totaled
approximately $88,000. This amount was equivalent to the budgeted amount.

NET INTEREST INCOME

     Net interest income was $551,000 for the three months ended March 31, 2003,
an increase of  approximately  4.8% or $25,000 over the same period in 2002. The
increase in net interest income was due primarily to the increase in the average
earning assets of CFB. CFB's net interest margin declined  slightly as the yield
on CFB's interest bearing assets decreased to a greater degree than the rates on
CFB's interest bearing  deposits.  Average loans net of unearned interest income
increased  approximately  $3.1 million to $44.4  million at March 31,  2003,  as
compared  to $41.3  million at March 31,  2002.  Average  loans net of  unearned
interest  income  at March 31,  2003 were  approximately  75% of  average  total
earning assets at March 31, 2003 and 77% at March 31, 2002.

     The yield on total earning  assets  declined 102 basis points for the three
months  ended March 31, 2003 as  compared  to the three  months  ended March 31,
2002.  The primary reason for the decline in yields on earning assets was due to
declines in the general  interest  rate  environment.  During 2002,  the Federal
Reserve lowered key interest rates 75 basis points in a series of rate cuts. The
yield on average  loans was 7.56% for the three  months  ended March 31, 2003 as
compared to 8.41% for the three months ended March 31, 2002.  Investment  yields
declined 146 basis points  during the first three months as compared to the same
period  in  2002  again  due  to  the  decline  in  the  general  interest  rate
environment.  Yields on  federal  funds  sold,  the  rates on which  can  change
overnight,  declined  41 basis  points due to the decline in the  interest  rate
environment.

     Total  interest  expense was  $370,000 for the three months ended March 31,
2003, a 17% decrease as compared to the same period in 2002. The average rate on
interest-bearing  liabilities  was 2.76% for the three  months  ended  March 31,
2003,  88  basis  points  lower  than  the  average  rate  on   interest-bearing
liabilities  during the three months  ended March 31, 2002.  The decrease in the
rates on  deposits  during 2003 as  compared  to 2002 can be  attributed  to the
decline in interest  rates during the latter part of 2002.  Initially,  as rates
began to decline after the Federal Reserve lowered interest rates, CFB's deposit
rates did not lower as quickly as did the rates on earning assets.  However,  as
rates  moderated  during the latter  part of 2002 and  remained  at their  lower
levels, the rate on CFB's deposits continued to decline as CFB repriced maturing
time deposits into lower rates and attracted new deposits at lower rates.

PROVISION FOR LOAN LOSSES

     The provision for loan loss was approximately  $14,000 for the three months
ended  March 31,  2003.  This was the result of net charge  offs of $30,000  and
maintaining  the  loan  loss  reserve  at  a  level  considered  appropriate  by
management.   This  amount  was  less  than  the  budgeted  amount.   Management
anticipates  the 2003  provision for loan loss expense to be lower than the 2002
expense of $288,000 on an annual basis.

     The provision for loan loss expense was approximately $35,000 for the three
months ended March 31, 2002 due to the  requirement of maintaining the loan loss
reserve at a level considered appropriate by management. Net charge-offs for the
three months ended March 31, 2002 were approximately $9,000.

                                       12

<PAGE>


     As a percentage of average loans,  the annualized  rate of net  charge-offs
was 0.27% for the three  months  ended March 31, 2003  compared to a 0.09% ratio
for fiscal period 2002. It is management's expectation that net charge-offs will
be moderate for the remainder of 2003.  While this is  management's  expectation
based on its own  internal  procedures,  reviews  and  knowledge  of CFB's  loan
portfolio and market area, there can be no assurances that net charge-off levels
will not be higher than levels realized thus far during 2002.

     As of March 31, 2003,  management's review of the allowance for loan losses
concluded  that the balance was adequate to provide for  potential  losses based
upon an  evaluation  of risk in the loan  portfolio.  Despite  the CFB's  credit
standards,  internal controls,  and continuous loan review process, the inherent
risk in the  lending  process  results  in  periodic  charge-offs.  Through  the
provision  for loan  losses,  CFB  maintains  a  reserve  for loan  losses  that
management believes is adequate to absorb losses within the loan portfolio.

NON-INTEREST INCOME

     Noninterest  income  for the three  months  ended  March 31,  2003  totaled
approximately  $254,000 compared to approximately  $196,000 for the three months
ended March 31,  2002.  Noninterest  income for the three months ended March 31,
2003 was less than the budgeted amount.  Noninterest income consists of fees for
sale of credit life  insurance  and other loan fees,  charges  for  insufficient
funds and stop payments, service charges on deposit accounts, and fees for other
services.  Management has budgeted 2003 noninterest  income to total $1,126,000.
Amounts  achieved  through March 31, 2003 indicate that budgeted amounts may not
be achieved.

NON-INTEREST EXPENSE

     Noninterest  expense  totaled  approximately  $616,000 for the three months
ended March 31, 2003.  This amount was comprised of  approximately  $284,000 for
salaries and benefits, approximately $90,000 for premises and equipment expense,
approximately $85,000 for data processing expenses,  and approximately  $157,000
for other expense items.

     Noninterest expense was $562,000 for the three months ended March 31, 2002.
This amount was comprised of  approximately  $290,000 for salaries and benefits,
approximately $91,000 for premises and equipment expense,  approximately $54,000
for data  processing  expenses,  and  approximately  $127,000 for other  expense
items.

INCOME TAXES

     CFB  recognizes   income  taxes  under  the  asset  and  liability   method
established in Statement of Financial  Accounting  Standards No.109,  Accounting
for Income Taxes.  Under this method,  deferred tax assets and  liabilities  are
established for the temporary  differences  between the accounting basis and the
tax basis of CFB's assets and liabilities at enacted tax rates expected to be in
effect when the amounts  related to such temporary  differences  are realized or
settled.  CFB's  deferred tax assets are reviewed  quarterly and  adjustments to
such assets are  recognized  as deferred  income tax expense or benefit based on
management's judgment relating to the realizability of such assets.

     CFB  recognized  income tax  expense of $65,000  and  $37,000 for the three
months ended March 31, 2003 and 2002,  respectively.  The effective tax rate for
the three month periods ended March 31, 2003 and 2002 were approximately 37% and
30%, respectively.

CAPITAL REQUIREMENTS

     CFB's  equity  capital  was  approximately  $4.6  million at March 31, 2003
compared  to $4.5  million  at year end 2002.  This  increase  of  approximately
$97,000 consists  primarily of CFB's net income for the three months ended March
31,   2003  of   approximately   $110,000   less  a  net   unrealized   loss  on
available-for-sale  securities  of  approximately  $13,000.  CFB is  subject  to
certain  restrictions  on the amount of  dividends  that it may declare  without
prior regulatory approval.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Liquidity  management  focuses on the need to meet both short-term  funding
requirements  and long-term  growth  objectives.  Primary  sources for liquidity
include deposits, loan repayments and investment security repayments or sales of
available for sale securities.

     During the three month period ended March 31, 2003, CFB increased available
for sale  securities  by  approximately  $1.8 million from  approximately  $10.3
million  at year end 2002 to  approximately  $12.1  million  at March 31,  2003.
Deposits  increased  approximately  $2.5  million  during the three months ended
March 31,  2003.  CFB has $2.5  million in  available  federal  funds  lines and
approximately  $7.5 million in available  borrowings  from the Federal Home Loan
Bank.  Management  believes that we have cash on hand and other funding  sources
adequate to fund operations for the next 12 months.

     CFB can also enter into repurchase  agreement  transactions should the need
for  additional  liquidity  arise.  As of March 31,  2003,  CFB had  $380,000 in
repurchase agreement balances outstanding.

     At March 31,  2003,  CFB had  capital  of $4.6  million,  or 6.77% of total
assets as  compared  to $4.5  million,  or 6.89% at December  31,  2002.  CFB is
subject to  minimum  capital  maintenance  requirements.  Regulatory  guidelines
define the minimum amount of qualifying  capital an institution must maintain as
a percentage of  risk-weighted  assets and average  total  assets.  At March 31,
2003, CFB exceeded the required capital levels.

     On April  14,  2003,  CFB's  Registration  Statement  on Form  SB-2  became
effective  with  the  Securities  and  Exchange  Commission.   Pursuant  to  the
Registration  Statement,  CFB is offering  its shares of common stock to current
shareholders of CFB and to the general public at a price of $24.00 per share. If
the offering is  successful,  we will use the first  $4,700,016 we raise in this
offering to capitalize  Peoples Bank of Scott County, a new bank in organization
that will be a  wholly-owned  subsidiary of CFB.  This is the minimum  amount of
capital our banking  regulators  will require for the new bank to open.  We will
use the remaining  net proceeds of the offering,  if any, to pay our expenses of
the  offering  and of  organizing  the new bank and to provide  us with  general
working capital. We cannot assure you that the offering will be successful, that
the new bank will obtain all required regulatory  approvals or that the new bank
will be profitable.

EFFECTS OF INFLATION AND CHANGING PRICES
----------------------------------------

     The financial  statements and related  financial data presented herein have
been prepared in accordance with generally accepted accounting principles, which
require the measurement of financial  position and operating results in terms of
historical  dollars,  without  considering  changes in relative purchasing power
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  generally  have  a  more  significant  impact  on  a  financial
institution's  performance  than does the effect of  inflation.  In the  current
interest rate environment,  the liquidity and maturity  structures of the Bank's
assets and  liabilities  are critical to maintenance  of acceptable  performance
levels.

Item 3.  Controls and Procedures.

     (a) Evaluation of Disclosure Controls and Procedures. CFB's Chief Executive
Officer and its Chief Financial  Officer have evaluated the effectiveness of the
design and operation of CFB's disclosure  controls and procedures (as defined in
Exchange Act Rule  13a-14(c))  as of a date within 90 days of the filing date of
this quarterly report. Based on that evaluation, the Chief Executive Officer and
the Chief Financial  Officer have concluded that CFB's  disclosure  controls and
procedures are effective to ensure that material information relating to CFB and
CFB's consolidated  subsidiaries is made known to such officers by others within
these  entities,  particularly  during  the  period  this  quarterly  report was
prepared, in order to allow timely decisions regarding required disclosure.

     (b)  Changes in  Internal  Controls.  There  have not been any  significant
changes in CFB's internal controls or in other factors that could  significantly
affect these controls subsequent to the date of their evaluation.

                                       14

<PAGE>


                          PART II -- OTHER INFORMATION


Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities

          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)  Exhibits:

99.1*     Certification   Pursuant  to  18  U. S. C.  Section  1350,  as Adopted
          Pursuant to Section  906 of the  Sarbanes-Oxley  Act of  2002,  signed
          by  Billy  M.  Rice,  President  and  Chief  Executive  Officer of CFB
          Bancshares,  Inc. on May 14, 2003.

99.2*     Certification   Pursuant  to  18 U. S. C.  Section  1350,  as  Adopted
          Pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002, signed by
          Wendell  S. Langley,  the  Chief  Financial Officer of CFB Bancshares,
          Inc. on May 14, 2003.

-----------------
*         A  signed  original  of this written statement required by Section 906
          has  been  provided to the Company and will be retained by the Company
          and  furnished  to the Securities and Exchange Commission or its staff
          upon request.

         (b) Reports on Form 8-K:

          There have been no Current  Reports on Form 8-K filed during the three
          months ended March 31, 2003.


                                       15
<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.

                                      CFB BANCSHARES, INC.
                                      (Registrant)

                                      /s/ Billy M. Rice
Date: May 14, 2003                    ---------------------------------------
                                      Billy M. Rice, President and Chief
                                      Executive Officer

                                      /s/ Wendell S. Langley
Date: May 14, 2003                    ---------------------------------------
                                      Wendell S. Langley, Chief Financal Officer



                                       16

<PAGE>


                    Certification of Chief Executive Officer
                         Pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002

I, Billy M. Rice, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-QSB of CFB  Bancshares,
     Inc. ("CFB");

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of CFB as of,  and  for,  the  periods  presented  in this  quarterly
     report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                        /s/ Billy M. Rice
Date:  May 14, 2003                     ----------------------------------------
                                        Billy M. Rice
                                        President and Chief Executive Officer


                                       17

<PAGE>


                    Certification of Chief Financial Officer
                         Pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002

I, Wendell S. Langley, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-QSB of CFB  Bancshares,
     Inc. ("CFB");

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of CFB as of,  and  for,  the  periods  presented  in this  quarterly
     report.

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                       /s/ Wendell S. Langley
Date:  May 14, 2003                    ----------------------------------------
                                        Wendell S. Langley
                                        Chief Financial Officer



                                       18