##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-QSB

Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

|                                             |  |                                              
|-------------------------------------------- |  | ---------------------------------------------
|For the Quarterly period
ended June 30, 2002 |  | Commission File Number 333-40028
333-40028-01

Front Range Capital
Corporation
(Exact name of registrant as specified in its charter)

|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Colorado
(State or other jurisdiction of
incorporation or organization) |  | 84-0970160
(I.R.S. Employer
Identification No.)

|                                                                                             |  |                 
|-------------------------------------------------------------------------------------------- |  | ----------------
|1020 Century Drive, Suite 202, Louisville, Colorado
(Address of principal executive offices) |  | 80027
(Zip Code)

Registrants telephone number, including area code:   (303) 926-0300

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

YES X       NO

The number of shares outstanding of Registrants classes of common stock, as of
August 13, 2002, was 1,665,144 shares of Common Stock, $.001 par value.

Transitional Small Business Disclosure Format:   Yes [   ]    No: [ X ]



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TABLE OF CONTENTS



|                                                   |                                                                               |                                                |  |  |  |  |  | 
|-------------------------------------------------- | ----------------------------------------------------------------------------- | ---------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION                      
|                                                   | Item 1. Consolidated Financial Statements and Independent Accountants Report
|                                                   |                                                                               | CONSOLIDATED BALANCE SHEET                    
|                                                   |                                                                               | CONSOLIDATED STATEMENTS OF INCOME             
|                                                   |                                                                               | CONSOLIDATED STAEMENTS OF COMPREHENSIVE INCOME
|                                                   |                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS         
|                                                   | Item 2. Managements Discussion and Analysis or Plan of Operation            
|SIGNATURES                                        
|EX-23.1 Consent of Fortner Bayens Levkulich & Co. 
|EX-99.1 Certificate of the Chief Executive Officer
|EX-99.2 Certificate of the Chief Financial Officer



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##### Table of Contents






PART I
FINANCIAL INFORMATION




Item 1.  Consolidated Financial Statements and Independent Accountants Report

The Board of Directors and Shareholders
Front Range Capital Corporation
   and Subsidiaries
Louisville, Colorado

We have
reviewed the accompanying interim consolidated balance sheet of Front
Range Capital Corporation and Subsidiaries as of June 30, 2002,
and the related interim consolidated statements of income and
comprehensive income for the three-month and six-month periods then ended and cash flows for the six-month period then ended. These financial statements are the responsibility of the Companys management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit in accordance with auditing
standards generally accepted in the United States of America, the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to
be in conformity with accounting principles generally accepted in the
United States of America.

/s/ FORTNER, BAYENS,
     LEVKULICH & CO., P.C.

Denver, Colorado
August 2, 2002

2



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##### Table of Contents



Front Range Capital Corporation and Subsidiaries




CONSOLIDATED BALANCE SHEET

|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |              |            |             |             | 
|------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ------------------- | ------------------------- | ---------- | ----------- | ----------- | ------------ | ---------- | ----------- | ----------- | 
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            | June 30,    |             | December 31,
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            | 2002        |             | 2001        
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            | (Unaudited) |             |              |            |            
|ASSETS                                                                                                                          |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|Cash and due from banks                                                                                                         |                                                           | $                                                                                                                   | 10,977,000          |                           |            | $           | 9,980,000   |             
|Federal funds sold                                                                                                              |                                                           |                                                                                                                     |                    |                           |            |             | 1,250,000   |             
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           |                                                                                                                     |                     | Cash and cash equivalents |            |             | 10,977,000  |              |            |             | 11,230,000  | 
|Securities available for sale                                                                                                   |                                                           |                                                                                                                     | 33,220,000          |                           |            |             | 28,290,000  |             
|Nonmarketable securities                                                                                                        |                                                           |                                                                                                                     | 3,337,000           |                           |            |             | 2,626,000   |             
|Loans, net of unearned income                                                                                                   |                                                           |                                                                                                                     | 259,561,000         |                           |            |             | 234,301,000 |             
|Less allowance for loan losses                                                                                                  |                                                           |                                                                                                                     | (2,488,000          | )                         |            |             | (2,164,000  | )           
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           |                                                                                                                     |                     | Net loans                 |            |             | 257,073,000 |              |            |             | 232,137,000 | 
|Foreclosed assets                                                                                                               |                                                           |                                                                                                                     |                    |                           |            |             | 21,000      |             
|Premises and equipment, net                                                                                                     |                                                           |                                                                                                                     | 16,748,000          |                           |            |             | 14,937,000  |             
|Accrued interest receivable                                                                                                     |                                                           |                                                                                                                     | 1,427,000           |                           |            |             | 1,293,000   |             
|Deferred income taxes                                                                                                           |                                                           |                                                                                                                     | 940,000             |                           |            |             | 1,099,000   |             
|Other assets                                                                                                                    |                                                           |                                                                                                                     | 6,452,000           |                           |            |             | 6,417,000   |             
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           | $                                                                                                                   | 330,174,000         |                           |            | $           | 298,050,000 |             
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|LIABILITIES AND
STOCKHOLDERS EQUITY                                                                                            |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|Liabilities                                                                                                                     |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           | Deposits                                                                                                            |                     |                           |            |             |             |              |            |            
|                                                                                                                                |                                                           |                                                                                                                     | Noninterest-bearing |                           | $          | 45,812,000  |             |              | $          | 41,210,000  |            
|                                                                                                                                |                                                           |                                                                                                                     | Interest-bearing    |                           |            | 216,992,000 |             |              |            | 201,162,000 |            
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           |                                                                                                                     |                     | Total deposits            |            |             | 262,804,000 |              |            |             | 242,372,000 | 
|                                                                                                                                |                                                           | Federal funds purchased                                                                                             |                     |                           | 12,175,000 |             |             |              |           |            
|                                                                                                                                |                                                           | Other short-term funds borrowed                                                                                     |                     |                           | 10,500,000 |             |             |              | 18,000,000 |            
|                                                                                                                                |                                                           | Long-term debt                                                                                                      |                     |                           | 13,555,000 |             |             |              | 11,246,000 |            
|                                                                                                                                |                                                           | Accrued interest payable                                                                                            |                     |                           | 888,000    |             |             |              | 761,000    |            
|                                                                                                                                |                                                           | Other liabilities                                                                                                   |                     |                           | 1,438,000  |             |             |              | 1,514,000  |            
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           |                                                                                                                     |                     | Total liabilities         |            |             | 301,360,000 |              |            |             | 273,893,000 | 
|Company obligated manditorily redeemable preferred securities of
subsidiary trust holding solely Junior Subordinated Debentures |                                                           |                                                                                                                     | 9,200,000           |                           |            |             | 9,200,000   |             
|Stockholders equity
Preferred stock, authorized 100,000,000 shares of $.001 par
value; issued 14,117 shares                    |                                                           |                                                                                                                     |                    |                           |            |             |            |             
|                                                                                                                                | Paid in capital in excess of par value on preferred stock |                                                                                                                     |                     | 3,670,000                 |            |             |             | 3,670,000    |           
|                                                                                                                                |                                                           | Common stock, authorized 200,000,000 shares of $.001 par
value; 1,625,144 & 1,327,744 shares issued and outstanding |                     |                           | 2,000      |             |             |              | 1,000      |            
|                                                                                                                                |                                                           | Paid in capital in excess of par value on common stock                                                              |                     |                           | 8,014,000  |             |             |              | 4,563,000  |            
|                                                                                                                                |                                                           | Retained earnings                                                                                                   |                     |                           | 7,626,000  |             |             |              | 6,691,000  |            
|                                                                                                                                |                                                           | Accumulated other comprehensive income (loss)                                                                       |                     |                           | 302,000    |             |             |              | 32,000     |            
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           |                                                                                                                     | 19,614,000          |                           |            |             | 14,957,000  |             
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             
|                                                                                                                                |                                                           | $                                                                                                                   | 330,174,000         |                           |            | $           | 298,050,000 |             
|                                                                                                                                |                                                           |                                                                                                                     |                     |                           |            |             |             |             

See accompanying notes and accountants report.

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##### Table of Contents



Front Range Capital Corporation and Subsidiaries




CONSOLIDATED STATEMENTS OF
INCOME

(Unaudited)

|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |            |         |            | 
|--------------------------------------------------- | --------------------------------------------- | ----------- | ------------------------- | --------- | -------------- | --------- | -------------- | --------- | ------- | --------- | --------- | ---------- | ------- | ---------- | --------- | ---------- | ------- | ---------- | 
|                                                    |                                               |             |                           |           | Three Months   |           | Six Months    
|                                                    |                                               |             |                           |           | Ended June 30, |           | Ended June 30,
|                                                    |                                               |             |                           |           |                |           |               
|                                                    |                                               |             |                           |           | 2002           |           | 2001           |           | 2002    |           | 2001     
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |          
|Interest and dividend income                        |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    | Loans, including fees                         |             | $                         | 5,330,000 |                |           | $              | 5,119,000 |         |           | $         | 10,229,000 |         |            | $         | 10,019,000 |        
|                                                    | Investment
securities                         |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |            |        
|                                                    |                                               | Taxable     |                           |           | 294,000        |           |                |           | 267,000 |           |           |            | 580,000 |            |           |            | 495,000 |           
|                                                    |                                               | Non-taxable |                           |           | 116,000        |           |                |           | 111,000 |           |           |            | 227,000 |            |           |            | 220,000 |           
|                                                    | Dividends                                     |             |                           | 39,000    |                |           |                | 35,000    |         |           |           | 77,000     |         |            |           | 67,000     |        
|                                                    | Federal funds sold and other                  |             |                           |          |                |           |                | 19,000    |         |           |           |           |         |            |           | 25,000     |        
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    |                                               |             | Total interest income     |           |                | 5,779,000 |                |           |         | 5,551,000 |           |            |         | 11,113,000 |           |            |         | 10,826,000 | 
|Interest expense                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    | Deposits                                      |             |                           | 1,347,000 |                |           |                | 1,934,000 |         |           |           | 2,760,000  |         |            |           | 3,887,000  |        
|                                                    | Federal funds purchased                       |             |                           | 114,000   |                |           |                | 79,000    |         |           |           | 172,000    |         |            |           | 154,000    |        
|                                                    | Other short-term funds borrowed               |             |                           | 73,000    |                |           |                | 10,000    |         |           |           | 196,000    |         |            |           | 114,000    |        
|                                                    | Long-term debt                                |             |                           | 184,000   |                |           |                | 209,000   |         |           |           | 354,000    |         |            |           | 335,000    |        
|                                                    | Trust preferred securities                    |             |                           | 275,000   |                |           |                | 267,000   |         |           |           | 549,000    |         |            |           | 548,000    |        
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    |                                               |             | Total interest expense    |           |                | 1,993,000 |                |           |         | 2,499,000 |           |            |         | 4,031,000  |           |            |         | 5,038,000  | 
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|Net interest income                                 |                                               |             | 3,786,000                 |           |                |           | 3,052,000      |           |         |           | 7,082,000 |            |         |            | 5,788,000 |           
|Provision for loan losses                           |                                               |             | 235,000                   |           |                |           | 203,000        |           |         |           | 350,000   |            |         |            | 306,000   |           
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|Net interest income after provision for loan losses |                                               |             | 3,551,000                 |           |                |           | 2,849,000      |           |         |           | 6,732,000 |            |         |            | 5,482,000 |           
|Noninterest income                                  |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    | Customer service fees                         |             |                           | 316,000   |                |           |                | 193,000   |         |           |           | 798,000    |         |            |           | 388,000    |        
|                                                    | Gain on sale of available for sale securities |             |                           | 14,000    |                |           |                |          |         |           |           | 15,000     |         |            |           | 5,000      |        
|                                                    | Loan origination fees                         |             |                           | 126,000   |                |           |                | 180,000   |         |           |           | 271,000    |         |            |           | 302,000    |        
|                                                    | Other                                         |             |                           | 212,000   |                |           |                | 136,000   |         |           |           | 242,000    |         |            |           | 279,000    |        
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    |                                               |             | Total noninterest income  |           |                | 668,000   |                |           |         | 509,000   |           |            |         | 1,326,000  |           |            |         | 974,000    | 
|Noninterest expense                                 |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    | Salaries and employee benefits                |             |                           | 1,886,000 |                |           |                | 1,498,000 |         |           |           | 3,679,000  |         |            |           | 2,943,000  |        
|                                                    | Occupancy expense                             |             |                           | 337,000   |                |           |                | 256,000   |         |           |           | 658,000    |         |            |           | 519,000    |        
|                                                    | Furniture and equipment                       |             |                           | 202,000   |                |           |                | 190,000   |         |           |           | 397,000    |         |            |           | 364,000    |        
|                                                    | Data processing                               |             |                           | 173,000   |                |           |                | 150,000   |         |           |           | 346,000    |         |            |           | 279,000    |        
|                                                    | Advertising                                   |             |                           | 162,000   |                |           |                | 104,000   |         |           |           | 254,000    |         |            |           | 172,000    |        
|                                                    | Printing                                      |             |                           | 80,000    |                |           |                | 87,000    |         |           |           | 160,000    |         |            |           | 148,000    |        
|                                                    | Loan & Collection                             |             |                           | 93,000    |                |           |                | 85,000    |         |           |           | 119,000    |         |            |           | 128,000    |        
|                                                    | Other                                         |             |                           | 534,000   |                |           |                | 323,000   |         |           |           | 990,000    |         |            |           | 581,000    |        
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    |                                               |             | Total noninterest expense |           |                | 3,467,000 |                |           |         | 2,693,000 |           |            |         | 6,603,000  |           |            |         | 5,134,000  | 
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|Income before income taxes                          |                                               |             | 752,000                   |           |                |           | 665,000        |           |         |           | 1,455,000 |            |         |            | 1,322,000 |           
|Income tax expense                                  |                                               |             | 226,000                   |           |                |           | 196,000        |           |         |           | 434,000   |            |         |            | 398,000   |           
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|NET INCOME                                          |                                               | $           | 526,000                   |           |                | $         | 469,000        |           |         | $         | 1,021,000 |            |         | $          | 924,000   |           
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|EARNINGS PER SHARE                                  |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    | Basic                                         |             | $                         | 0.30      |                |           | $              | 0.32      |         |           | $         | 0.61       |         |            | $         | 0.64       |        
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           
|                                                    | Diluted                                       |             | $                         | 0.30      |                |           | $              | 0.31      |         |           | $         | 0.60       |         |            | $         | 0.62       |        
|                                                    |                                               |             |                           |           |                |           |                |           |         |           |           |            |         |            |           |           

See accompanying notes and accountants report.

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##### Table of Contents



Front Range Capital Corporation and Subsidiaries




CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

|                                                                                             |  |                |           |                |  |      |          |      |  |   |           |  |  |   |           | 
|-------------------------------------------------------------------------------------------- |  | -------------- | --------- | -------------- |  | ---- | -------- | ---- |  | - | --------- |  |  | - | --------- | 
|                                                                                             |  | Three Months   |           | Six Months    
|                                                                                             |  | Ended June 30, |           | Ended June 30,
|                                                                                             |  |                |           |               
|                                                                                             |  | 2002           |           | 2001           |  | 2002 |          | 2001
|                                                                                             |  |                |           |                |  |      |          |     
|Net income                                                                                   |  | $              | 526,000   |                |  | $    | 469,000  |      |  | $ | 1,021,000 |  |  | $ | 924,000   | 
|Other comprehensive income                                                                   |  |                |           |                |  |      |          |      |  |   |           |  |  |   |           | 
|Unrealized (depreciation) appreciation
on available for sale securities, net of
income taxes |  |                | 504,000   |                |  |      | (112,000 | )    |  |   | 270,000   |  |  |   | 137,000   | 
|                                                                                             |  |                |           |                |  |      |          |      |  |   |           |  |  |   |           | 
|Comprehensive income                                                                         |  | $              | 1,030,000 |                |  | $    | 357,000  |      |  | $ | 1,291,000 |  |  | $ | 1,061,000 | 
|                                                                                             |  |                |           |                |  |      |          |      |  |   |           |  |  |   |           | 

See accompanying notes and accountants report.

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##### Table of Contents



Front Range Capital Corporation and Subsidiaries




CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six month periods ended June 30,
(Unaudited)

|                                                   |                                                        |                                 |                                   |                                           |            |            |             |             |            |             |             |  
|-------------------------------------------------- | ------------------------------------------------------ | ------------------------------- | --------------------------------- | ----------------------------------------- | ---------- | ---------- | ----------- | ----------- | ---------- | ----------- | ----------- | -
|                                                   |                                                        |                                 |                                   |                                           |            | 2002       |             | 2001       
|                                                   |                                                        |                                 |                                   |                                           |            |            |             |            
|Net cash provided by operating activities          |                                                        | $                               | 1,763,000                         |                                           |            | $          | 1,084,000   |            
|Cash flows from investing activities               |                                                        |                                 |                                   |                                           |            |            |             |            
|                                                   | Activity in available for sale securities              |                                 |                                   | 1,226,000                                 |            |            |             | 4,815,000   |           
|                                                   |                                                        |                                 | Sales                             |                                           |            |            |             |             |           
|                                                   |                                                        |                                 | Maturities, prepayments and calls |                                           |            | 1,262,000  |             |             |            | 2,258,000   |            
|                                                   |                                                        |                                 | Purchases                         |                                           |            | (7,032,000 | )           |             |            | (12,530,000 | )          
|                                                   | Purchases
of nonmarketable securities                  |                                 |                                   | (710,000                                  | )          |            |             |            |           
|                                                   | Loan originations and principal collections, net       |                                 |                                   | (25,286,000                               | )          |            |             | (41,793,000 | )         
|                                                   | Net Additions to premises and equipment                |                                 |                                   | (2,257,000                                | )          |            |             | (223,000    | )         
|                                                   | Proceeds from sale of foreclosed assets                |                                 |                                   |                                          |            |            |             | 13,000      |           
|                                                   |                                                        |                                 |                                   |                                           |            |            |             |            
|                                                   |                                                        |                                 |                                   | Net cash used in investing activities     |            |            | (32,797,000 | )           |            |             | (47,460,000 | )
|Cash flows from financing activities               |                                                        |                                 |                                   |                                           |            |            |             |            
|                                                   | Net cash provided (used) by                            |                                 |                                   | 20,432,000                                |            |            |             | 33,734,000  |           
|                                                   |                                                        | Deposits                        |                                   |                                           |            |            |             |            
|                                                   |                                                        | Federal funds purchased         |                                   |                                           | 12,175,000 |            |             |             | 7,725,000  |            
|                                                   |                                                        | Other short-term funds borrowed |                                   |                                           | (7,500,000 | )          |             |             | (8,400,000 | )          
|                                                   | Proceeds from the issuance long-term debt              |                                 |                                   | 2,500,000                                 |            |            |             | 19,112,000  |           
|                                                   | Repayment of long-term debt                            |                                 |                                   | (191,000                                  | )          |            |             | (8,656,000  | )         
|                                                   | Cash dividends paid on Series B Preferred Stock        |                                 |                                   | (86,000                                   | )          |            |             | (78,000     | )         
|                                                   | Proceeds from issuance of trust preferred securities   |                                 |                                   |                                          |            |            |             | 1,140,000   |           
|                                                   | Proceeds from the issuance of Series B Preferred Stock |                                 |                                   |                                          |            |            |             | 1,500,000   |           
|                                                   | Proceeds from the issuance of common stock             |                                 |                                   | 3,451,000                                 |            |            |             |            |           
|                                                   |                                                        |                                 |                                   |                                           |            |            |             |            
|                                                   |                                                        |                                 |                                   | Net cash provided by financing activities |            |            | 30,781,000  |             |            |             | 46,077,000  |  
|                                                   |                                                        |                                 |                                   |                                           |            |            |             |            
|Net change in cash and cash equivalents            |                                                        |                                 | (253,000                          | )                                         |            |            | (299,000    | )          
|Cash and cash equivalents at beginning of period   |                                                        |                                 | 11,230,000                        |                                           |            |            | 9,184,000   |            
|                                                   |                                                        |                                 |                                   |                                           |            |            |             |            
|Cash and cash equivalents at end of period         |                                                        | $                               | 10,977,000                        |                                           |            | $          | 8,885,000   |            
|                                                   |                                                        |                                 |                                   |                                           |            |            |             |            
|Supplementary disclosures of cash flow information |                                                        |                                 |                                   |                                           |            |            |             |            
|                                                   | Cash paid during period for                            |                                 | $                                 | 3,904,000                                 |            |            | $           | 4,719,000   |           
|                                                   |                                                        | Interest                        |                                   |                                           |            |            |             |            
|                                                   |                                                        | Income taxes                    |                                   | $                                         | 464,000    |            |             | $           | 296,000    |            

See accompanying notes and accountants report.

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NOTE A  BASIS OF PRESENTATION

Front Range Capital Corporation (the Company) was incorporated for the purposes of owning shares of and acting as parent holding company for Heritage Bank (the Bank). In connection with the offering of cumulative trust preferred securities in 2000, the Company formed Front Range Capital Trust I, which is treated as a wholly-owned subsidiary of the Company. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair
presentation have been included. The consolidated financial statements include the accounts of Heritage Bank and Front Range Capital Trust I. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys annual report on Form 10-KSB for the year ended December 31, 2001 filed with the Commission on March 27, 2002. These financial statements should be read in conjunction with the Form 10-KSB.

The financial statements have been prepared in conformity with U.S.
generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates.

NOTE B  ALLOWANCE FOR LOAN LOSSES

Material estimates that are particularly susceptible to significant change
in the near-term relate to the determination of the allowance for loan losses. The allowance for loan losses is based on estimates and ultimate losses may vary from current estimates. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties and assesses estimated future cash flows from borrowers operations and the liquidation of loan collateral.

Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans and foreclosed assets, changes in economic conditions may necessitate revisions in future years. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Companys allowance for loan losses and valuation of foreclosed real estate. Such agencies may require the Company to recognize additional losses based on their judgments about
information available to them at the time of their examination.

NOTE C  RESULTS OF OPERATIONS

The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.

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NOTE D  RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations and SFAS No. 142 Goodwill and Other Intangible Assets. SFAS 141 requires that all business combinations initiated after June 30, 2001 be accounted for using the purchase method of accounting. SFAS 142 changes the accounting for goodwill from an amortization method to an impairment-only method. Instead of amortization, goodwill is subject to a periodic (at least annual) assessment for impairment by applying a fair-value-based test.  Intangible assets acquired must be separated from goodwill and amortized over their useful life. At June 30, 2002, goodwill on the Companys books totaled $125,470. Accordingly, management does not believe that the effects of these new standards will have a material impact on the Companys financial statements.

There have been no other material changes in accounting policies used by
the Company during the six-month period ended June 30, 2002.

NOTE E  EARNINGS PER COMMON SHARE

Basic earnings per common share represents income available to common
stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

Earnings per common share have been computed based on the following:

|                                                                                                |  |                |       |                |  |                |       |      |  |   |       |  |  |   |       | 
|----------------------------------------------------------------------------------------------- |  | -------------- | ----- | -------------- |  | -------------- | ----- | ---- |  | - | ----- |  |  | - | ----- | 
|                                                                                                |  | Three months   |       | Six months    
|                                                                                                |  | Ended June 30, |       | Ended June 30,
|                                                                                                |  |                |       |               
|                                                                                                |  | 2002           |       | 2001           |  | 2002           |       | 2001
|                                                                                                |  |                |       |                |  |                |       |     
|                                                                                                |  |                |       |                |  | (in thousands) |       |      |  |  
|Net income                                                                                      |  | $              | 526   |                |  | $              | 469   |      |  | $ | 1,021 |  |  | $ | 924   | 
|Less preferred stock dividends                                                                  |  |                | 43    |                |  |                | 45    |      |  |   | 86    |  |  |   | 78    | 
|                                                                                                |  |                |       |                |  |                |       |      |  |   |       |  |  |   |       | 
|Net income applicable to common stock                                                           |  | $              | 483   |                |  | $              | 424   |      |  | $ | 935   |  |  | $ | 846   | 
|                                                                                                |  |                |       |                |  |                |       |      |  |   |       |  |  |   |       | 
|Average number of common shares outstanding                                                     |  |                | 1,625 |                |  |                | 1,327 |      |  |   | 1,536 |  |  |   | 1,327 | 
|Effect of dilutive convertible preferred                                                        |  |                | 11    |                |  |                | 11    |      |  |   | 11    |  |  |   | 11    | 
|                                                                                                |  |                |       |                |  |                |       |      |  |   |       |  |  |   |       | 
|Average number of common shares
outstanding used to calculate diluted
earnings per common share |  |                | 1,636 |                |  |                | 1,338 |      |  |   | 1,547 |  |  |   | 1,338 | 
|                                                                                                |  |                |       |                |  |                |       |      |  |   |       |  |  |   |       | 

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NOTE F  LOAN PORTFOLIO

A summary of the balances of loans in the loan portfolio is as follows:

|                           |            |   |             |             |              |   |             |             | 
|-------------------------- | ---------- | - | ----------- | ----------- | ------------ | - | ----------- | ----------- | 
|                           |            |   | June 30,    |             | December 31,
|                           |            |   | 2002        |             | 2001        
|                           |            |   |             |             |             
|Real estate  construction |            | $ | 71,793,000  |             |              | $ | 62,060,000  |            
|Real estate  commercial   |            |   | 94,396,000  |             |              |   | 84,763,000  |            
|Real estate  residential  |            |   | 51,510,000  |             |              |   | 49,749,000  |            
|Commercial                 |            |   | 36,378,000  |             |              |   | 32,130,000  |            
|Consumer                   |            |   | 6,636,000   |             |              |   | 6,549,000   |            
|                           |            |   |             |             |              |   |             |            
|                           |            |   | 260,713,000 |             |              |   | 235,251,000 |            
|Less unearned income       |            |   | (1,152,000  | )           |              |   | (950,000    | )          
|                           |            |   |             |             |              |   |             |            
|                           |            |   |             |             |              |   |             |            
|                           | Loans, net |   | $           | 259,561,000 |              |   | $           | 234,301,000 | 
|                           |            |   |             |             |              |   |             |            

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Item 2. Managements Discussion and Analysis or Plan of Operation

This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of the risks and uncertainties set forth in this report, the Companys Annual Report on Form 10-KSB and other reports and documents that the Company files with the
Securities and Exchange Commission. Such risks and uncertainties include, but are not limited to, (1) competitive pressures in the banking industry; (2) changes in the interest rate environment; (3) general national and regional economic conditions; (4) changes in the regulatory environment; (5) changes in business conditions and inflation; and (6) changes in security markets. Therefore, the information set forth herein and therein is not a guarantee of future performance, operating results or financial condition and should be carefully considered when evaluating the business prospects of the Company and the Bank. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

a. COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2002 AND DECEMBER 31, 2001

During the first six months of 2002, the Companys total assets increased by $32.1 million or 10.8% to $330.2 million at June 30, 2002 from $298.1 million at December 31, 2001. The increase was primarily the result of growth in loans, net of unearned income and the allowance for loan losses, of $24.9 million or 10.8% to $257.1 million at June 30, 2002 compared to $232.1 million
at December 31, 2001. Strong loan demand, primarily in the commercial and construction real estate sector, contributed to this increase in loans.  Securities available for sale also grew by $4.9 million or 17.4% to $33.2 million at June 30, 2002 from $28.3 million at December 31, 2001. There were no federal funds sold in the first six months of 2002 and the Companys cash and cash equivalents decreased $253,000 or 2.4% to $11.0 million at June 30, 2002
from $11.2 million at December 31, 2001.

The Companys liabilities are comprised chiefly of deposits, federal funds purchased and other borrowed funds. Total deposits increased $20.4 million or 8.4% to $262.8 million at June 30, 2002, compared to $242.4 million at December 31, 2001. The increase over the six-month period was due largely to an increase of interest-bearing deposits. Total other borrowed funds, which includes federal funds purchased, short-term borrowings, long-term debt and Company obligated trust preferred securities, increased $7.0 million to $45.4 million
for the six months ended June 30, 2002 compared to $38.4 million at December 31, 2001. Although short-term borrowings decreased $7.5 million to $10.5 million at June 30, 2002 from $18.0 million at December 31, 2001, federal funds purchased increased $12.2 million from $0 at December 31, 2001, and long-term debt increased $2.3 million to $13.6 million at June 30, 2002, from $11.2 million at December 31, 2001. This increase in other borrowed funds was necessary to fund growth in the loan portfolio and caused total liabilities, including Company obligated trust preferred securities, to increase $27.5 million or 9.7% to $310.6 million at June 30, 2002 from  $283.0 million at December 31, 2001.

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b. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001

Net income for the three months ended June 30, 2002 was $526,000, an increase of $57,000 or 12.2% from the same period in 2001. This increase was due to increased non-interest income and decreased interest expense, despite increases in non-interest expense.

Diluted earnings per share decreased to $.30 per share for the three-month
period ended June 30, 2002, compared to $.31 per share for the same period in 2001.

The annualized return on average assets for the three months ended June
30, 2002 and 2001 was .64% and .70%, respectively. Return on average shareholders equity on an annualized basis for the three months ended June 30, 2002 and 2001 was 11.1% and 14.8%, respectively. Return on average shareholders equity decreased as the balance of shareholders equity increased over the same period, due largely to the issuance of 297,400 shares of the Companys common stock in February and March of 2002.

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c. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

Net income for the six months ended June 30, 2002 was $1.0 million, an increase of $97,000 or 10.5% from the same period in 2001. This increase was due to increased non-interest income and decreased interest expense, despite increases in non-interest expense.

Diluted earnings per share decreased 3.2% to $.60 per share for the
six-month period ended June 30, 2002, compared to $.62 per share for the same period in 2001.

The annualized return on average assets for the six months ended June 30, 2002 and 2001 was .64% and .76%, respectively. Return on average shareholders equity on an annualized basis for the six months ended June 30, 2002 and 2001 was 11.5% and 15.4%, respectively. Return on average shareholders equity decreased as the balance of shareholders equity increased over the same period, due largely to the issuance of 297,400 shares of the Companys common stock in February and March of 2002.

d. NET INTEREST INCOME

The Companys primary source of operating income is net interest income. Net interest income is the difference between interest income and interest expense. Significant factors affecting net interest income include the types and amount of interest-earning assets and interest-bearing liabilities and their sensitivity to changes in interest rates. Interest-earning assets are categorized as loans, investment securities, and other earning assets, which
include federal funds sold and interest-bearing deposits from other financial institutions. Interest-bearing liabilities are categorized as customer deposits, time and savings deposits and borrowings including short-term borrowings, long-term debt and trust preferred securities. Net interest income depends on the volume of average interest-earning assets and average interest-bearing liabilities and the interest rates earned or incurred on them.

Net interest income for the three months ended June 30, 2002 was $3.8 million, a $734,000 or 24.0% increase over the net interest income for the three-month period ended June 30, 2001, which was $3.1 million. Net interest income for the six months ended June 30, 2002 was $7.1 million, a $1.3 million or 22.4% increase over the net interest income for the six-month period ended June 30, 2001, which was $5.8 million. The net interest income increases are attributable to an increase in loans to $259.6 million at June 30, 2002 from $210.6 million at June 30, 2001 despite an accompanying decrease in the average rate earned on interest-earning assets to 7.81% from 9.41% for the three months ended June 30, 2002 and 2001, respectively; and to 7.79% from 9.62% for the six months ended June 30, 2002 and 2001, respectively. The average interest rate earned on interest-earning assets decreased primarily due to Federal Reserve actions to reduce short-term interest rates during the last three quarters of 2001 evidenced by a 325 basis point decrease in the intended federal funds rate, which rate remained substantially unchanged in the first half of 2002.  However, a portion of these decreases was offset by an increase in the
percentage of loans as a portion of total interest-earning assets.

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The average interest rate incurred on interest-bearing liabilities for the three-month period ended June 30, 2002 and 2001 was 3.0% and 4.8% respectively on average interest-bearing liabilities of $265.3 million in 2002 and $207.6 million in 2001. The average interest rate incurred on interest-bearing liabilities for the six-month period ended June 30, 2002 and 2001 was 3.15% and 5.06% respectively on average interest-bearing liabilities of $255.8 million in 2002 and $195.4 million in 2001. The Companys net interest margin decreased to 5.12% from 5.17% for the three months ended June 30, 2002 and 2001 respectively; and 4.97% from 5.15% for the six months ended June 30, 2002 and 2001 respectively.

e. PROVISION FOR LOAN LOSSES

Management makes periodic provisions to the allowance for loan losses to
maintain the allowance at an adequate level commensurate with managements assessment of the credit risk inherent in the loan portfolio. In determining the adequacy of the Companys allowance for loan losses, management considers factors such as the historical loan loss experience, the amount of nonperforming loans and related collateral, volume, growth and composition of the loan portfolio, current economic conditions that may affect the borrowers ability to pay and the value of collateral, evaluation of the loan portfolio through the Companys internal loan review process and other relevant factors.

The Company charged $235,000 to Provision for Loan Losses in the three
months ended June 30, 2002 and $203,000 for the same period in 2001. The Company charged $350,000 to Provision for Loan Losses in the six months ended June 30, 2002 and $306,000 for the same period in 2001. These increases in the
Provision for Loan Losses were allocated in order to accommodate the overall growth in the loan portfolio. The ratio of loan loss reserve to total loans was 0.96% at June 30, 2002 and 1.05% at June 30, 2001.

f. ASSET QUALITY AND NON-PERFORMING LOANS

Asset quality relates to the composition of loans in the loan portfolio
that are classified as non-performing loans. Non-performing loans are nonaccrual loans, loans accruing that are 90 days or more past due, restructured loans and other real estate owned (OREO). Loans are placed on nonaccrual status and cease accruing interest when, in managements opinion, there is an indication that the borrower may be unable to meet payment
obligations when they become due. When a loan is placed on nonaccrual status, any previously accrued but unpaid interest is reversed. Delinquent real estate loans are reclassified as OREO when the Company takes title to the property securing the loan either through foreclosure or upon receipt of a deed in lieu of foreclosure. The loan is then reclassified on the balance sheet as OREO at the lesser of fair market value of the underlying collateral less estimated selling costs or the recorded amount of the loan.

Non-accrual loans equaled $654,000 at June 30, 2002, which was .25% of total loans and $189,000 at December 31, 2001, which was then 0.08% of total loans. Other loans 90 days or more past due equaled $349,000 at June 30, 2002, which was .13% of total loans, and $-0- at December 31, 2001.

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g. NON-INTEREST INCOME

Non-interest income was $668,000 for the three months ended June 30, 2002; an increase of $159,000 or 31.2% compared with $509,000 for the three months ended June 30, 2001. This increase was primarily due to a $123,000 increase in customer service fees. Non-interest income was $1.3 million for the six months ended June 30, 2002; an increase of $352,000 or 36.1% compared with $974,000 for the six months ended June 30, 2001. This increase was primarily due to a $410,000 increase in customer service fees during this period.

h. NON-INTEREST EXPENSE

Non-interest expense was $3.5 million for the three months ended June 30, 2002; an increase of $774,000 or 28.7% compared with $2.7 million for the three months ended June 30, 2001. This increase was due primarily to salaries and employee benefits increasing by $388,000 or 25.9% to $1.9 million for the three months ended June 30, 2002, from $1.5 million for the three months ended June
30, 2001. Non-interest expense was $6.6 million for the six months ended June 30, 2002; an increase of $1.5 million or 28.6% compared with $5.1 million for the six months ended June 30, 2001. This increase was primarily a result of salaries and employee benefits increasing by $736,000 or 25.0% to $3.7 million for the six months ended June 30, 2002, from $2.9 million for the same period in 2001. This increase in employee salaries and benefits was due mainly to the
addition of full-time or full-time equivalent employees bringing the total number of employees at June 30, 2002 to 139 compared to 120 employees at June
30, 2001.

i. LIQUIDITY

Liquidity, as it relates to the banking industry, generally refers to the
ability to obtain funds to meet loan commitments, to purchase loan participations, to purchase overnight investments (such as federal funds sold) and to meet other commitments. Principal sources of liquid funds for the Company include cash, maturities of investment securities, maturities of loans, collections on loans, increased deposits and temporary borrowings. Management
believes the Company has adequate resources to fund all its commitments and to enable it to meet its operating needs.

j. CAPITAL

Stockholders equity increased to $19.6 million at June 30, 2002 from $15.0 million at December 31, 2001, an increase of $4.7 million or 31.1%. This
increase was due to the sale of 297,400 shares of Common stock to accredited investors in February and March of 2002 in the aggregate amount of $3,451,000, net of issuance costs of $265,000.

Under Federal Reserve Board guidelines, bank holding companies are
required to maintain capital based on risk-weighted assets. These guidelines apply to the Company on a consolidated basis. Under the current guidelines, banking organizations must maintain a total capital to risk-weighted assets
ratio of eight percent and a Tier 1 capital to risk-weighted assets

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ratio of four percent. In addition, in order to be considered adequately capitalized,
bank holding companies must maintain a minimum leverage ratio, which is calculated by dividing Tier 1 capital by average total consolidated assets, of 4.0% (3.0% for some bank holding companies not experiencing substantial growth). The Companys risk-weighted capital ratios for Total and Tier 1 capital at June 30, 2002 are 10.6% and 6.6%, respectively, and its leverage
ratio was 5.8%. The Companys ratios at December 31, 2001 were 9.9% and 5.6%, respectively, and its leverage ratio was 5.1%.

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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 Vote of Security Holders

On May 23, 2002, the Company held its Annual Meeting of shareholders. At the Annual Meeting, 1,399,335 shares of common stock of the Company or 86.1% of the total issued and outstanding shares were present at the meeting in person or by proxy. A total of 225,809 proxies were not received. This number of
shares represented a quorum of the shares entitled to vote at the meeting.

The following matter was submitted to a vote of the shareholders:
Election of 10 persons as members of the Board of Directors. The
following directors were unanimously elected by the shares
represented at the Annual Meeting either in person or by proxy. There
was no solicitation in opposition to managements nominees of the slate of directors to be elected. A summary of votes cast for and against each nominee is set forth below:

|                          |  |       |           |         |  |            |   |              |  |  |   |  |  |          |         | 
|------------------------- |  | ----- | --------- | ------- |  | ---------- | - | ------------ |  |  | - |  |  | -------- | ------- | 
|                          |  |       |           |         |  |            |   |              |  |  |   |  |  | Votes   
|                          |  |       |           |         |  |            |   |              |  |  |   |  |  | Withheld
|                          |  | Votes |           | Votes   |  | Votes      |   | (Proxies not
|Nominee                   |  | For   |           | Against |  | Abstaining |   | received)   
|William L. Armstrong, III |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|Claudia A. Beauprez       |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|Robert L. Beauprez        |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|Victor Fruehauf           |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|Larry W. Gibson           |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|William G. Hofgard        |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|Donald E. Imel            |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|W. Bruce Joss             |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|Edwin S. Kanemoto         |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 
|Robert W. Lathrop         |  |       | 1,399,335 |         |  |            | 0 |              |  |  | 0 |  |  |          | 225,809 | 

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Item 5. Other Information

The Companys Chairman, President, and Chief Executive Officer, Robert L. Beauprez, announced his candidacy for the U.S. Congressional seat in the recently created 7th Congressional District for Colorado. If he is elected, Mr. Beauprez will be unable to devote the same amount of time and energy to managing the affairs of the Company as he has in the past. The Company does not know, at this time, which of Mr. Beauprezs responsibilities, if any, will be allocated to other members of the management team if he is elected to Congress, but he may be required to resign from certain of his duties with the Company and the Bank. Mr. Beauprez has recently resigned as President of the Bank but he remains Chief Executive Officer of the Bank and President of the Company. William A. Mitchell, Jr., was appointed by the Board of Directors of the Bank as the Banks new President. Previously, Mr. Mitchell was the
Executive Vice President of the Bank. The Banks Board of Directors also elected Mr. Mitchell to the Board of Directors on May 15, 2002.

On August 21, 2001, the Bank purchased three parcels of undeveloped property in Broomfield, Colorado. The first transaction involved a purchase of property from Joseph J. Fuentes and Christine R. Fuentes of undeveloped property located at 9590 Coalton Drive, Broomfield, Colorado 80020, also known
as 604 Interlocken Boulevard, Broomfield, Colorado 80020, for a purchase price of approximately $2,423,900. The second transaction involved the Banks purchase from Coalton Acres, LLC of two parcels comprising 161,094 square feet
of undeveloped property adjacent to 9590 Coalton Drive and part of
the development known as Main Street at FlatIron, for a purchase price of approximately $3,942,495. The parcels are collectively referred to as Heritage Place. The
aggregate combined purchase price for Heritage Place was approximately $6,366,395. The Bank has combined the three properties and intends to sell them to a development group in the third or fourth quarter of 2002. After the properties have been sold and developed, the Bank intends to purchase a pad within the newly developed property for the purpose of opening a new branch and
relocating some of the Companys administrative offices. The
Bank believes that these properties will be developed into high-end
retail, high-end residential and commercial office space, in addition to the Banks new building.

The Bank has incurred and continues to incur costs in order to prepare the
property for development. As of June 30, 2002, the Bank had
capitalized total costs of $2,324,514.28 relating to preparing
Heritage Place for sale to a development group,
 including fees for a
site plan, annexation, zoning, architectural, design and associated
fees and expenses.
These costs are capitalized and are reflected as an asset on the Companys Balance Sheet as presented in this report. In addition, the Bank has incurred marketing and related expenses of $140,618 for the six months ended June 30, 2002 largely related to the marketing of the property. These costs are not capitalized and are reflected as non-interest expense on the Companys Consolidated Statements of Income present in this report. The Bank expects to incur additional capitalized and non-capitalized
costs related to the development and marketing of Heritage Place. The
Banks management believes that the location of Heritage Place
will become an important commercial site for a new banking and office
location and that the capitalized and non-capitalized costs incurred
and to be incurred to prepare the property for development represent an
investment in the property in order to obtain that site. The
Banks management also believes that it can receive a favorable
price for the sale of Heritage Place to a development group and recoup its investment.

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Item 6. Exhibits and Reports on form 8-k and Form S-8



| |                                                                           
| | --------------------------------------------------------------------------
| | (a) Exhibits.The following documents are filed as exhibits to this
Report:

| |             |       |  |             |  |                                                                                                                                                                
| | ----------- | ----- |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit No. |       |  | Description
| |             | 3.1** |  |            |  | Articles of Incorporation of Front Range Capital
Corporation                                                                                                   
| |             |       |  |             |  |                                                                                                                                                                
| |             | 3.2*  |  |            |  | Bylaws of Front Range Capital Corporation                                                                                                                      
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.1*  |  |            |  | Form of Indenture by and between Front Range Capital
Corporation and Wilmington Trust Company                                                                  
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.2*  |  |            |  | Form of Subordinated Debenture (included as an
exhibit to Exhibit 4.1 to the Registrants
Registration Statement)                                              
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.3*  |  |            |  | Certificate of Trust of Front Range Capital Trust I,
as amended and restated                                                                                   
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.4*  |  |            |  | Trust Agreement between Front Range Capital
Corporation, Wilmington Trust Company and the
Administrative Trustees named therein                                
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.5*  |  |            |  | Form of Amended and Restated Trust Agreement between
Front Range Capital Corporation and Wilmington Trust
Company and the Administrative Trustees named therein
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.6*  |  |            |  | Form of Trust Preferred Securities Certificate
(included as an exhibit to Exhibit 4.5 of the
Registrants Registration Statement.)                             
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.7*  |  |            |  | Form of Trust Preferred Securities Guarantee
Agreement between Front Range Capital Corporation and
Wilmington Trust Company                                    
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.8*  |  |            |  | Revised Form of Agreement of Expenses and Liabilities
(included as an exhibit to Exhibit 4.5 of the
Registrants Registration Statement.)                      
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.1* |  |            |  | Lease Agreement between Lafayette State Bank and
Fruehauf Investments Ltd.                                                                                     
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.2* |  |            |  | Lease Agreement between Heritage Bank and 901 Walnut
Street, LLC                                                                                               
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.3* |  |            |  | Amendment and Restatement of Executive Retirement
Plan of Heritage Bank                                                                                        
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.4* |  |            |  | Indexed Salary Continuation Plan of Heritage Bank                                                                                                              
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.5* |  |            |  | Flexible Premium Life Insurance Endorsement Method
Split Dollar Plan Agreement                                                                                 
| |             |       |  |             |  |                                                                                                                                                                
| |             | 23.1  |  |            |  | Consent of Fortner, Bayens, Levkulich and Co., P.C.                                                                                                            
| |             |       |  |             |  |                                                                                                                                                                
| |             | 99.1  |  |            |  | Certificate of the Chief Executive Officer pursuant
to Section 903 of the Sarbanes-Oxley Act of 2002                                                           
| |             |       |  |             |  |                                                                                                                                                                
| |             | 99.2  |  |            |  | Certificate of the Chief Financial Officer pursuant
to Section 903 of the Sarbanes-Oxley Act of 2002                                                           

18



---



##### Table of Contents





---

|*  |  | Previously filed with the
Registrant's Registration Statement on Form SB-2
(333-40028 and 333-40028-01) in connection with the offer of Trust preferred
Securities and incorporated herein by reference.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | Previously filed with the
Registrant's Form 10-KSB filed March 28, 2001 and incorporated herein by this reference.                                                                                      

|     |  |                    
|---- |  | -------------------
|(b)  |  | Reports on Form 8-K
|     |  |                    
|None |  |                    
|     |  |                    
|(c)  |  | Reports on form S-8
|     |  |                    
|None |  |                    

19



---



##### Table of Contents






SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Front Range Capital Corporation has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Louisville,
Colorado on the 12th day of August, 2002.



|                                                                                                             
|-------------------------------------------------------------------------------------------------------------
|FRONT RANGE CAPITAL CORPORATION
(Registrant)                                                                 
|                                                                                                             
|By:/s/ ROBERT L. BEAUPREZ
Robert L. BeauprezChairman of the Board and President
(principal executive officer)
|                                                                                                             
|By:/s/ ALICE M. BIER
Alice M. BierChief Financial Officer                                                    

20



---



##### Table of Contents



EXHIBIT INDEX

| |             |       |  |             |  |                                                                                                                                                                
| | ----------- | ----- |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit No. |       |  | Description
| |             | 3.1** |  |            |  | Articles of Incorporation of Front Range Capital
Corporation                                                                                                   
| |             |       |  |             |  |                                                                                                                                                                
| |             | 3.2*  |  |            |  | Bylaws of Front Range Capital Corporation                                                                                                                      
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.1*  |  |            |  | Form of Indenture by and between Front Range Capital
Corporation and Wilmington Trust Company                                                                  
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.2*  |  |            |  | Form of Subordinated Debenture (included as an
exhibit to Exhibit 4.1 to the Registrants
Registration Statement)                                              
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.3*  |  |            |  | Certificate of Trust of Front Range Capital Trust I,
as amended and restated                                                                                   
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.4*  |  |            |  | Trust Agreement between Front Range Capital
Corporation, Wilmington Trust Company and the
Administrative Trustees named therein                                
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.5*  |  |            |  | Form of Amended and Restated Trust Agreement between
Front Range Capital Corporation and Wilmington Trust
Company and the Administrative Trustees named therein
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.6*  |  |            |  | Form of Trust Preferred Securities Certificate
(included as an exhibit to Exhibit 4.5 of the
Registrants Registration Statement.)                             
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.7*  |  |            |  | Form of Trust Preferred Securities Guarantee
Agreement between Front Range Capital Corporation and
Wilmington Trust Company                                    
| |             |       |  |             |  |                                                                                                                                                                
| |             | 4.8*  |  |            |  | Revised Form of Agreement of Expenses and Liabilities
(included as an exhibit to Exhibit 4.5 of the
Registrants Registration Statement.)                      
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.1* |  |            |  | Lease Agreement between Lafayette State Bank and
Fruehauf Investments Ltd.                                                                                     
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.2* |  |            |  | Lease Agreement between Heritage Bank and 901 Walnut
Street, LLC                                                                                               
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.3* |  |            |  | Amendment and Restatement of Executive Retirement
Plan of Heritage Bank                                                                                        
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.4* |  |            |  | Indexed Salary Continuation Plan of Heritage Bank                                                                                                              
| |             |       |  |             |  |                                                                                                                                                                
| |             | 10.5* |  |            |  | Flexible Premium Life Insurance Endorsement Method
Split Dollar Plan Agreement                                                                                 
| |             |       |  |             |  |                                                                                                                                                                
| |             | 23.1  |  |            |  | Consent of Fortner, Bayens, Levkulich and Co., P.C.                                                                                                            
| |             |       |  |             |  |                                                                                                                                                                
| |             | 99.1  |  |            |  | Certificate of the Chief Executive Officer pursuant
to Section 903 of the Sarbanes-Oxley Act of 2002                                                           
| |             |       |  |             |  |                                                                                                                                                                
| |             | 99.2  |  |            |  | Certificate of the Chief Financial Officer pursuant
to Section 903 of the Sarbanes-Oxley Act of 2002                                                           





---

|*  |  | Previously filed with the
Registrant's Registration Statement on Form SB-2
(333-40028 and 333-40028-01) in connection with the offer of Trust preferred
Securities and incorporated herein by reference.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | Previously filed with the
Registrant's Form 10-KSB filed March 28, 2001 and incorporated herein by this reference.