##### 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 |  | Commission File Number 333-40028
|ended September 30, 2002 |  | 333-40028-01                    

Front Range Capital Corporation

(Exact name of registrant as specified in its charter)


|                                |  |                    
|------------------------------- |  | -------------------
|Colorado                        |  | 4-0970160          
|                                |  |                    
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

|                                                    |  |           
|--------------------------------------------------- |  | ----------
|1020 Century Drive, Suite 202, Louisville, Colorado |  | 80027     
|                                                    |  |           
|(Address of principal executive offices)            |  | (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
September 30, 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 2. Managements Discussion and Analysis or Plan of Operation
|                                                   | Item 3. Controls and Procedures                                  
|PART II. OTHER INFORMATION                        
|                                                   | Item 1. Legal Proceedings.                                       
|                                                   | Item 2. Changes in Securities and Use of Proceeds                
|                                                   | Item 3. Defaults Upon Senior Securities                          
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders      
|                                                   | Item 5. Other Information                                        
|                                                   | Item 6. Exhibits and Reports on Form 8-K                         
|SIGNATURES                                        
|CERTIFICATIONS                                    
|EXHIBIT INDEX                                     
|EX-23.1 Consent of Fortner, Bayens, Levkulich & Co
|EX-99.1 Certificate of Chief Executive Officer    
|EX-99.12Certificate of 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 September 30, 2002, and
the related interim consolidated statements of income and comprehensive income
for the three-month and nine-month periods then ended and cash flows for the
nine-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.

Denver, Colorado
November 1, 2002

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##### Table of Contents



Front Range Capital Corporation and Subsidiary

CONSOLIDATED BALANCE SHEETS

|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |              |             |             |  | 
|------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ------------------- | ------------------------- | ------------------------------------ | ----------- | ------------- | ----------- | ------------ | ----------- | ----------- |  | 
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             | September 30, |             | December 31,
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             | 2002          |             | 2001        
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             | (Unaudited)   |             |              |             |            
|                                                                                                                                |                                                                                                                     |                     |                           | ASSETS                               |             |               |             |              |             |             |  | 
|Cash and due from banks                                                                                                         |                                                                                                                     | $                   | 13,131,000                |                                      |             | $             | 9,980,000   |             
|Federal funds sold                                                                                                              |                                                                                                                     |                     |                          |                                      |             |               | 1,250,000   |             
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     |                     | Cash and cash equivalents |                                      |             | 13,131,000    |             |              |             | 11,230,000  | 
|Securities available for sale                                                                                                   |                                                                                                                     |                     | 42,190,000                |                                      |             |               | 28,290,000  |             
|Nonmarketable securities                                                                                                        |                                                                                                                     |                     | 3,337,000                 |                                      |             |               | 2,626,000   |             
|Loans, net of unearned income                                                                                                   |                                                                                                                     |                     | 275,733,000               |                                      |             |               | 234,301,000 |             
|Less allowance for loan losses                                                                                                  |                                                                                                                     |                     | (2,373,000                | )                                    |             |               | (2,164,000  | )           
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     |                     | Net loans                 |                                      |             | 273,360,000   |             |              |             | 232,137,000 | 
|Foreclosed assets                                                                                                               |                                                                                                                     |                     |                          |                                      |             |               | 21,000      |             
|Premises and equipment, net                                                                                                     |                                                                                                                     |                     | 17,465,000                |                                      |             |               | 14,937,000  |             
|Accrued interest receivable                                                                                                     |                                                                                                                     |                     | 1,132,000                 |                                      |             |               | 1,293,000   |             
|Deferred income taxes                                                                                                           |                                                                                                                     |                     | 717,000                   |                                      |             |               | 1,099,000   |             
|Other assets                                                                                                                    |                                                                                                                     |                     | 6,885,000                 |                                      |             |               | 6,417,000   |             
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     | $                   | 358,217,000               |                                      |             | $             | 298,050,000 |             
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     |                     |                           | LIABILITIES AND
STOCKHOLDERS EQUITY |             |               |             |              |             |             |  | 
|Liabilities                                                                                                                     |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                | Deposits                                                                                                            |                     |                           |                                      |             |               |             |              |            
|                                                                                                                                |                                                                                                                     | Noninterest-bearing |                           | $                                    | 49,880,000  |               |             | $            | 41,210,000  |            
|                                                                                                                                |                                                                                                                     | Interest-bearing    |                           |                                      | 241,953,000 |               |             |              | 201,162,000 |            
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     |                     | Total deposits            |                                      |             | 291,833,000   |             |              |             | 242,372,000 | 
|                                                                                                                                | Federal funds purchased                                                                                             |                     |                           | 3,280,000                            |             |               |             |             |            
|                                                                                                                                | Other short-term funds borrowed                                                                                     |                     |                           | 11,800,000                           |             |               |             | 18,000,000   |            
|                                                                                                                                | Long-term debt                                                                                                      |                     |                           | 18,736,000                           |             |               |             | 11,246,000   |            
|                                                                                                                                | Accrued interest payable                                                                                            |                     |                           | 853,000                              |             |               |             | 761,000      |            
|                                                                                                                                | Other liabilities                                                                                                   |                     |                           | 1,817,000                            |             |               |             | 1,514,000    |            
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     |                     | Total liabilities         |                                      |             | 328,319,000   |             |              |             | 273,893,000 | 
|Company obligated mandatorily 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; 1,665,144 & 1,327,744 shares issued and outstanding |                     |                           | 2,000                                |             |               |             | 1,000        |            
|                                                                                                                                | Paid in capital in excess of par value on common stock                                                              |                     |                           | 8,521,000                            |             |               |             | 4,563,000    |            
|                                                                                                                                | Retained earnings                                                                                                   |                     |                           | 7,828,000                            |             |               |             | 6,691,000    |            
|                                                                                                                                | Accumulated other comprehensive income (loss)                                                                       |                     |                           | 677,000                              |             |               |             | 32,000       |            
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     |                     | 20,698,000                |                                      |             |               | 14,957,000  |             
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             
|                                                                                                                                |                                                                                                                     | $                   | 358,217,000               |                                      |             | $             | 298,050,000 |             
|                                                                                                                                |                                                                                                                     |                     |                           |                                      |             |               |             |             

See accompanying notes and accountants report.

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Front Range Capital Corporation and Subsidiary

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |            |         |            |           | 
|--------------------------------------------------- | --------------------------------------------- | ----------- | ------------------------- | ---------------------- | ------- | ------------------- | --------- | ------------------- | ------- | --------- | ---------- | ---------- | ------- | ---------- | --------- | ---------- | ------- | ---------- | --------- | 
|                                                    |                                               |             |                           |                        |         | Three Months        |           | Nine Months        
|                                                    |                                               |             |                           |                        |         | Ended September 30, |           | Ended September 30,
|                                                    |                                               |             |                           |                        |         |                     |           |                    
|                                                    |                                               |             |                           |                        |         | 2002                |           | 2001                |         | 2002      |            | 2001      
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |           
|Interest and dividend income                        |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    | Loans, including fees                         |             | $                         | 5,392,000              |         |                     | $         | 5,154,000           |         |           | $          | 15,621,000 |         |            | $         | 15,173,000 |        
|                                                    | Investment securities                         |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |            |        
|                                                    |                                               | Taxable     |                           |                        | 340,000 |                     |           |                     | 296,000 |           |            |            | 920,000 |            |           |            | 792,000 |           
|                                                    |                                               | Non-taxable |                           |                        | 123,000 |                     |           |                     | 111,000 |           |            |            | 350,000 |            |           |            | 331,000 |           
|                                                    | Dividends                                     |             |                           | 45,000                 |         |                     |           | 40,000              |         |           |            | 122,000    |         |            |           | 108,000    |        
|                                                    | Federal funds sold and other                  |             |                           | 2,000                  |         |                     |           | 1,000               |         |           |            | 2,000      |         |            |           | 26,000     |        
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    |                                               |             | Total interest income     |                        |         | 5,902,000           |           |                     |         | 5,602,000 |            |            |         | 17,015,000 |           |            |         | 16,430,000 |          
|Interest expense                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    | Deposits                                      |             |                           | 1,454,000              |         |                     |           | 1,833,000           |         |           |            | 4,214,000  |         |            |           | 5,721,000  |        
|                                                    | Federal funds purchased                       |             |                           | 42,000                 |         |                     |           | 84,000              |         |           |            | 214,000    |         |            |           | 238,000    |        
|                                                    | Other short-term funds borrowed               |             |                           | 77,000                 |         |                     |           | 29,000              |         |           |            | 273,000    |         |            |           | 143,000    |        
|                                                    | Long-term debt                                |             |                           | 220,000                |         |                     |           | 267,000             |         |           |            | 574,000    |         |            |           | 602,000    |        
|                                                    | Trust preferred securities                    |             |                           | 275,000                |         |                     |           | 275,000             |         |           |            | 824,000    |         |            |           | 831,000    |        
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    |                                               |             |                           | Total interest expense |         |                     | 2,068,000 |                     |         |           | 2,488,000  |            |         |            | 6,099,000 |            |         |            | 7,535,000 | 
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|Net interest income                                 |                                               |             | 3,834,000                 |                        |         |                     | 3,114,000 |                     |         |           | 10,916,000 |            |         |            | 8,895,000 |           
|Provision for loan losses                           |                                               |             | 337,000                   |                        |         |                     | 325,000   |                     |         |           | 687,000    |            |         |            | 631,000   |           
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|Net interest income after provision for loan losses |                                               |             | 3,497,000                 |                        |         |                     | 2,789,000 |                     |         |           | 10,229,000 |            |         |            | 8,264,000 |           
|Noninterest income                                  |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    | Customer service fees                         |             |                           | 431,000                |         |                     |           | 231,000             |         |           |            | 1,229,000  |         |            |           | 619,000    |        
|                                                    | Gain on sale of available for sale securities |             |                           | 18,000                 |         |                     |           | 8,000               |         |           |            | 33,000     |         |            |           | 13,000     |        
|                                                    | Loan origination fees                         |             |                           | 179,000                |         |                     |           | 212,000             |         |           |            | 450,000    |         |            |           | 514,000    |        
|                                                    | Other                                         |             |                           | 72,000                 |         |                     |           | 153,000             |         |           |            | 314,000    |         |            |           | 431,000    |        
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    |                                               |             | Total noninterest income  |                        |         | 700,000             |           |                     |         | 604,000   |            |            |         | 2,026,000  |           |            |         | 1,577,000  |          
|Noninterest expense                                 |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    | Salaries and employee benefits                |             |                           | 2,063,000              |         |                     |           | 1,549,000           |         |           |            | 5,742,000  |         |            |           | 4,492,000  |        
|                                                    | Occupancy expense                             |             |                           | 374,000                |         |                     |           | 280,000             |         |           |            | 1,032,000  |         |            |           | 799,000    |        
|                                                    | Furniture and equipment                       |             |                           | 214,000                |         |                     |           | 204,000             |         |           |            | 611,000    |         |            |           | 549,000    |        
|                                                    | Data processing                               |             |                           | 182,000                |         |                     |           | 159,000             |         |           |            | 528,000    |         |            |           | 438,000    |        
|                                                    | Advertising                                   |             |                           | 152,000                |         |                     |           | 76,000              |         |           |            | 406,000    |         |            |           | 248,000    |        
|                                                    | Printing                                      |             |                           | 70,000                 |         |                     |           | 85,000              |         |           |            | 230,000    |         |            |           | 233,000    |        
|                                                    | Loan and Collection                           |             |                           | 45,000                 |         |                     |           | 56,000              |         |           |            | 164,000    |         |            |           | 184,000    |        
|                                                    | Other                                         |             |                           | 824,000                |         |                     |           | 403,000             |         |           |            | 1,814,000  |         |            |           | 1,003,000  |        
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    |                                               |             | Total noninterest expense |                        |         | 3,924,000           |           |                     |         | 2,812,000 |            |            |         | 10,527,000 |           |            |         | 7,946,000  |          
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|Income before income taxes                          |                                               |             | 273,000                   |                        |         |                     | 581,000   |                     |         |           | 1,728,000  |            |         |            | 1,895,000 |           
|Income tax expense                                  |                                               |             | 28,000                    |                        |         |                     | 165,000   |                     |         |           | 462,000    |            |         |            | 563,000   |           
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|NET INCOME                                          |                                               | $           | 245,000                   |                        |         | $                   | 416,000   |                     |         | $         | 1,266,000  |            |         | $          | 1,332,000 |           
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|EARNINGS PER SHARE                                  |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    | Basic                                         |             | $                         | 0.12                   |         |                     | $         | 0.28                |         |           | $          | 0.72       |         |            | $         | 0.91       |        
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           
|                                                    | Diluted                                       |             | $                         | 0.12                   |         |                     | $         | 0.28                |         |           | $          | 0.71       |         |            | $         | 0.90       |        
|                                                    |                                               |             |                           |                        |         |                     |           |                     |         |           |            |            |         |            |           |           

See accompanying notes and accountants report.

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Front Range Capital Corporation and Subsidiary

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

|                           |                                                                                              |   |                     |         |                     |   |         |         |      |   |           |         |  |   |           |         | 
|-------------------------- | -------------------------------------------------------------------------------------------- | - | ------------------- | ------- | ------------------- | - | ------- | ------- | ---- | - | --------- | ------- |  | - | --------- | ------- | 
|                           |                                                                                              |   | Three Months        |         | Nine Months        
|                           |                                                                                              |   | Ended September 30, |         | Ended September 30,
|                           |                                                                                              |   |                     |         |                    
|                           |                                                                                              |   | 2002                |         | 2001                |   | 2002    |         | 2001
|                           |                                                                                              |   |                     |         |                     |   |         |         |     
|Net income                 |                                                                                              | $ | 245,000             |         |                     | $ | 416,000 |         |      | $ | 1,266,000 |         |  | $ | 1,332,000 |        
|Other comprehensive income |                                                                                              |   |                     |         |                     |   |         |         |      |   |           |         |  |   |           |        
|                           | Unrealized appreciation (depreciation)
on available for sale securities, net of
income taxes |   |                     | 375,000 |                     |   |         | 208,000 |      |   |           | 645,000 |  |   |           | 345,000 | 
|                           |                                                                                              |   |                     |         |                     |   |         |         |      |   |           |         |  |   |           |        
|Comprehensive income       |                                                                                              | $ | 620,000             |         |                     | $ | 624,000 |         |      | $ | 1,911,000 |         |  | $ | 1,677,000 |        
|                           |                                                                                              |   |                     |         |                     |   |         |         |      |   |           |         |  |   |           |        

See accompanying notes and accountants report.

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Front Range Capital Corporation and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine month periods ended September 30,
(Unaudited)

|                                                   |                                                        |                                 |                                   |                                           |            |             |             |             |            |             |             |  
|-------------------------------------------------- | ------------------------------------------------------ | ------------------------------- | --------------------------------- | ----------------------------------------- | ---------- | ----------- | ----------- | ----------- | ---------- | ----------- | ----------- | -
|                                                   |                                                        |                                 |                                   |                                           |            | 2002        |             | 2001       
|                                                   |                                                        |                                 |                                   |                                           |            |             |             |            
|Net cash provided by operating activities          |                                                        | $                               | 2,859,000                         |                                           |            | $           | 1,466,000   |            
|Cash flows from investing activities               |                                                        |                                 |                                   |                                           |            |             |             |            
|                                                   | Activity in available for sale securities              |                                 |                                   |                                           |            |             |             |             |           
|                                                   |                                                        |                                 | Sales                             |                                           |            | 3,671,000   |             |             |            | 6,418,000   |            
|                                                   |                                                        |                                 | Maturities, prepayments and calls |                                           |            | 2,503,000   |             |             |            | 2,858,000   |            
|                                                   |                                                        |                                 | Purchases                         |                                           |            | (19,113,000 | )           |             |            | (13,521,000 | )          
|                                                   | Purchases
of nonmarketable securities                  |                                 |                                   | (710,000                                  | )          |             |             | (1,043,000  | )         
|                                                   | Loan originations and principal collections, net       |                                 |                                   | (41,910,000                               | )          |             |             | (58,531,000 | )         
|                                                   | Net Additions to premises and equipment                |                                 |                                   | (3,259,000                                | )          |             |             | (6,637,000  | )         
|                                                   | Proceeds from sale of foreclosed assets                |                                 |                                   |                                          |            |             |             | 13,000      |           
|                                                   |                                                        |                                 |                                   |                                           |            |             |             |            
|                                                   |                                                        |                                 |                                   | Net cash used in investing activities     |            |             | (58,818,000 | )           |            |             | (70,443,000 | )
|Cash flows from financing activities               |                                                        |                                 |                                   |                                           |            |             |             |            
|                                                   | Net cash provided (used) by                            |                                 |                                   |                                           |            |             |             |             |           
|                                                   |                                                        | Deposits                        |                                   |                                           | 49,461,000 |             |             |             | 45,850,000 |            
|                                                   |                                                        | Federal funds purchased         |                                   |                                           | 3,280,000  |             |             |             | 3,550,000  |            
|                                                   |                                                        | Other short-term funds borrowed |                                   |                                           | (6,200,000 | )           |             |             | 14,000,000 |            
|                                                   | Proceeds from the issuance long-term debt              |                                 |                                   | 7,700,000                                 |            |             |             | 3,950,000   |           
|                                                   | Repayment of long-term debt                            |                                 |                                   | (210,000                                  | )          |             |             | (212,000    | )         
|                                                   | Cash dividends paid on Series B Preferred Stock        |                                 |                                   | (129,000                                  | )          |             |             | (126,000    | )         
|                                                   | Proceeds from issuance of trust preferred securities   |                                 |                                   |                                          |            |             |             | 1,140,000   |           
|                                                   | Proceeds from the issuance of Series B Preferred Stock |                                 |                                   |                                          |            |             |             | 2,500,000   |           
|                                                   | Proceeds from the issuance of common stock             |                                 |                                   | 3,958,000                                 |            |             |             |            |           
|                                                   |                                                        |                                 |                                   |                                           |            |             |             |            
|                                                   |                                                        |                                 |                                   | Net cash provided by financing activities |            |             | 57,860,000  |             |            |             | 70,652,000  |  
|                                                   |                                                        |                                 |                                   |                                           |            |             |             |            
|Net change in cash and cash equivalents            |                                                        |                                 | 1,901,000                         |                                           |            |             | 1,675,000   |            
|Cash and cash equivalents at beginning of period   |                                                        |                                 | 11,230,000                        |                                           |            |             | 9,184,000   |            
|                                                   |                                                        |                                 |                                   |                                           |            |             |             |            
|Cash and cash equivalents at end of period         |                                                        | $                               | 13,131,000                        |                                           |            | $           | 10,859,000  |            
|                                                   |                                                        |                                 |                                   |                                           |            |             |             |            
|Supplementary disclosures of cash flow information |                                                        |                                 |                                   |                                           |            |             |             |            
|                                                   | Cash paid during period for                            |                                 |                                   |                                           |            |             |             |             |           
|                                                   |                                                        | Interest                        |                                   | $                                         | 6,007,000  |             |             | $           | 7,151,000  |            
|                                                   |                                                        | Income taxes                    |                                   | $                                         | 814,000    |             |             | $           | 447,000    |            

See accompanying notes and accountants report.

5



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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 of
the allowance for loan losses from time to time. 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.

6



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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 September 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 nine-month period ended September 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        |       | Nine months        
|                                                                                                |  | Ended September 30, |       | Ended September 30,
|                                                                                                |  |                     |       |                    
|                                                                                                |  | 2002                |       | 2001                |  | 2002           |       | 2001
|                                                                                                |  |                     |       |                     |  |                |       |     
|                                                                                                |  |                     |       |                     |  | (in thousands) |       |      |  |  
|Net income                                                                                      |  | $                   | 245   |                     |  | $              | 416   |      |  | $ | 1,266 |  |  | $ | 1,332 | 
|Less preferred stock dividends                                                                  |  |                     | 43    |                     |  |                | 47    |      |  |   | 129   |  |  |   | 126   | 
|                                                                                                |  |                     |       |                     |  |                |       |      |  |   |       |  |  |   |       | 
|Net income applicable to common stock                                                           |  | $                   | 202   |                     |  | $              | 369   |      |  | $ | 1,137 |  |  | $ | 1,206 | 
|                                                                                                |  |                     |       |                     |  |                |       |      |  |   |       |  |  |   |       | 
|Average number of common shares
outstanding                                                     |  |                     | 1,665 |                     |  |                | 1,327 |      |  |   | 1,581 |  |  |   | 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 |  |                     | 1,676 |                     |  |                | 1,338 |      |  |   | 1,592 |  |  |   | 1,338 | 
|                                                                                                |  |                     |       |                     |  |                |       |      |  |   |       |  |  |   |       | 

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NOTE F  LOAN PORTFOLIO

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

|                           |            |   |               |             |              |   |             |             | 
|-------------------------- | ---------- | - | ------------- | ----------- | ------------ | - | ----------- | ----------- | 
|                           |            |   | September 30, |             | December 31,
|                           |            |   | 2002          |             | 2001        
|                           |            |   |               |             |             
|Real estate  construction |            | $ | 75,210,000    |             |              | $ | 62,060,000  |            
|Real estate  commercial   |            |   | 100,366,000   |             |              |   | 84,763,000  |            
|Real estate  residential  |            |   | 59,730,000    |             |              |   | 49,749,000  |            
|Commercial                 |            |   | 34,743,000    |             |              |   | 32,130,000  |            
|Consumer                   |            |   | 6,8556,000    |             |              |   | 6,549,000   |            
|                           |            |   |               |             |              |   |             |            
|                           |            |   | 276,904,000   |             |              |   | 235,251,000 |            
|Less unearned income       |            |   | (1,171,000    | )           |              |   | (950,000    | )          
|                           |            |   |               |             |              |   |             |            
|                           | Loans, net |   | $             | 275,733,000 |              |   | $           | 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. 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.

The Companys ability to predict results or the actual effect of future
plans or strategies is inherently uncertain. Factors that could have a
material adverse effect on the operations and future prospects of the Company
and its subsidiaries include, but are not limited to, the following:



| |  |  | The strength of the United States economy in general
and the strength of the local economies in which the Company
conducts its operations which may be less favorable than
expected and may result in, among other things, a
deterioration in the credit quality and value of the
Companys assets.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The economic impact of the terrorist attacks that
occurred on September 11, 2001, as well as any future threats
and attacks, and the response of the United States to any
such threats and attacks.                                                                                                
|
| |  |  | The effects of, and changes in, federal, state and
local laws, regulations and policies affecting banking,
securities, insurance and monetary and financial matters.                                                                                                                               
|
| |  |  | The effects of changes in interest rates (including
the effects of changes in the rate of prepayments of the
Companys assets) and the policies of the Board of Governors
of the Federal Reserve System.                                                                                           
|
| |  |  | The ability of the Company to effectively compete with
other financial institutions.                                                                                                                                                                                                               
|
| |  |  | The ability of the Company to obtain new customers and
to retain existing customers.                                                                                                                                                                                                               
|
| |  |  | Technological changes implemented by the Company and
by other parties which may be more difficult or more
expensive than anticipated or which may have unforeseen
consequences to the Company and its customers.                                                                                   

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| |  |  | The ability of the Company to develop and maintain
secure and reliable electronic systems.                                                                                            
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The ability of the Company to retain key executives
and employees and the difficulty that the Company may
experience in replacing key executives and employees in an
effective manner.
|
| |  |  | Consumer spending and saving habits which may change
in a manner that affects the Companys business adversely.                                                                       
|
| |  |  | The costs, effects and outcomes of existing or future
litigation.                                                                                                                     
|
| |  |  | Changes in accounting policies and practices, as may
be adopted by state and federal regulatory agencies and the
Financial Accounting Standards Board.                                
|
| |  |  | The ability of the Company to manage the risks
associated with the foregoing as well as anticipated.                                                                                  

These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Additional information concerning the Company and its business,
including other factors that could materially affect the Companys financial
results, is included in the Companys filings with the Securities and Exchange
Commission.

A.     COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2002 AND DECEMBER
31, 2001

During the first nine months of 2002, the Companys total assets increased
by $60.2 million or 20.2% to $358.2 million at September 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 $41.2
million or 17.8% to $273.4 million at September 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 $13.9 million or 49.1% to $42.2
million at September 30, 2002 from $28.3 million at December 31, 2001. There
were no federal funds sold in the first nine months of 2002 and the Companys
cash and cash equivalents increased $1.9 million or 16.9% to $13.1 million at
September 30, 2002 from $11.2 million at December 31, 2001.

10



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The Companys liabilities are comprised chiefly of deposits, federal funds
purchased and other borrowed funds. Total deposits increased $49.5 million or
20.4% to $291.8 million at September 30, 2002, compared to $242.4 million at
December 31, 2001. The increase over the nine-month period was due largely to
an increase of interest-bearing deposits, which accounted for
$40.8 million or 81.0% of
the total deposit growth for the period. Total other borrowed funds,
which includes federal funds purchased, short-term borrowings, long-term debt
and Company obligated trust preferred securities, increased $4.6 million to
$43.0 million for the nine months ended September 30, 2002 compared to $38.4
million at December 31, 2001. Although short-term borrowings decreased $6.2
million to $11.8 million at September 30, 2002 from $18.0 million at December
31, 2001, federal funds purchased increased $3.3 million from $0 at December
31, 2001, and long-term debt increased $7.5 million to $18.7 million at
September 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 and Company obligated trust preferred securities, to
increase $54.4 million or 19.2% to $337.5 million at September 30, 2002 from
$283.1 million at December 31, 2001.

B.     RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND
2001

Net income for the three months ended September 30, 2002 was $245,000, a
decrease of $171,000 or 41.1% from $416,000 for the same period in 2001. This
decrease was due to increased salaries and employee benefits, development and
carrying costs and expenses related to marketing and preparation of the
Heritage Place project (described elsewhere in this report) in the amount of
$336,000 and other expenses.

Diluted earnings per share decreased 56.9% to $.12 per share for the
three-month period ended September 30, 2002, compared to $.28 per share for the
same period in 2001.

The annualized return on average assets for the three months ended
September 30, 2002 and 2001 was .28% and .61%, respectively. Return on average
shareholders equity on an annualized basis for the three months ended
September 30, 2002 and 2001 was 4.8% and 11.74%, respectively. Return on
average shareholders equity decreased as the balance of shareholders equity
increased over the same period, due largely to the issuance of 337,400 shares
of the Companys common stock in February, March and July of 2002.

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C.     RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

Net income for the nine months ended September 30, 2002 was $1.3 million,
a decrease of $66,000 or 5.0% from the same period in 2001. This decrease was
due to increased salaries and employee benefits, development and carrying costs
and expenses for Heritage Place of $476,000 for the nine months ended September
30, 2002 and other expenses.

Diluted earnings per share decreased 21.0% to $.72 per share for the
nine-month period ended September 30, 2002, compared to $.91 per share for the
same period in 2001.

The annualized return on average assets for the nine months ended
September 30, 2002 and 2001 was .52% and .69%, respectively. Return on average
shareholders equity on an annualized basis for the nine months ended September
30, 2002 and 2001 was 9.1% and 14.2%, respectively. Return on average
shareholders equity decreased as the balance of shareholders equity increased
over the same period, due largely to the issuance of 337,400 shares of the
Companys common stock in February, March & July of 2002.

D.     NET INTEREST INCOME

Net interest income is the difference between interest income and interest
expense and represents the Companys primary source of operating income.
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.

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Net interest income for the three months ended September 30, 2002 was $3.8
million, a $720,000 or 23.1% increase over net interest income for the
three-month period ended September 30, 2001, which was $3.1 million. Net
interest income for the nine months ended September 30, 2002 was $10.9 million,
a $2.0 million or 22.7% increase over net interest income for the nine-month
period ended September 30, 2001, which was $8.9 million. These net interest
income increases are attributable to an increase in loans, net of unearned
income, to $275.7 million at September 30, 2002 from $234.3 million at
September 30, 2001 despite an accompanying decrease in the average rate earned
on interest-earning assets to 7.57% from 8.96% for the three months ended
September 30, 2002 and 2001, respectively; and to 7.76% from 9.38% for the nine
months ended September 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
three fiscal quarters 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.

The average interest rate incurred on interest-bearing liabilities for the
three-month period ended September 30, 2002 and 2001 was 2.98% and 4.47%
respectively on average interest-bearing liabilities of $274.9 million in 2002
and $222.6 million in 2001. The average interest rate incurred on
interest-bearing liabilities for the nine-month period ended September 30, 2002
and 2001 was 3.10% and 4.71% respectively on average interest-bearing
liabilities of $262.8 million in 2002 and $213.1 million in 2001. The Companys
net interest margin decreased to 4.92% from 4.98% for the three months ended
September 30, 2002 and 2001 respectively; and 4.97% from 5.08% for the nine
months ended September 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 $337,000 to Provision for Loan Losses in the three
months ended September 30, 2002 and $325,000 for the same period in 2001. The
Company charged $687,000 to Provision for Loan Losses in the nine months ended
September 30, 2002 and $631,000 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 0.89% at September 30, 2002 and 1.08% at September 30, 2001.

13



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##### Table of Contents



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 $3.5 million at September 30, 2002, which was
1.27% 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 $259,000 at
September 30, 2002, which was .09% of total loans, and $-0- at December 31,
2001.

G.     NON-INTEREST INCOME

Non-interest income was $700,000 for the three months ended September 30,
2002; an increase of $96,000 or 15.9% compared with $604,000 for the three
months ended September 30, 2001. This increase was primarily due to a $200,000
increase in customer service fees. Non-interest income was $2.0 million for the
nine months ended September 30, 2002; an increase of $449,000 or 28.5% compared
with $1.6 million for the nine months ended September 30, 2001. This increase
was primarily due to a $610,000 increase in customer service fees during this
period.

H.     NON-INTEREST EXPENSE

Non-interest expense was $3.9 million for the three months ended September
30, 2002; an increase of $1.1 million or 39.5% compared with $2.8 million for
the three months ended September 30, 2001. This increase was due primarily to
salaries and employee benefits increasing by $514,000 or 33.2% to $2.1 million
for the three months ended September 30, 2002, from $1.5 million for the three
months ended September 30, 2001. Non-interest expense was $10.5 million for the
nine months ended September 30, 2002; an increase of $2.6 million or 32.5%
compared with $7.9 million for the nine months ended September 30, 2001. This
increase was primarily a result of salaries and employee benefits increasing by
$1.2 million or 27.8% to $5.7 million for the nine months ended September 30,
2002, from $4.5 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 September 30,
2002 to 146 compared to 120 employees at September 30, 2001.

14



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##### Table of Contents



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 $20.7 million at September 30, 2002 from
$15.0 million at December 31, 2001, an increase of $5.7 million or 38.4%. This
increase was due to the sale of 337,400 shares of Common stock to accredited
investors in February, March and July of 2002 in the aggregate amount of $4.0
million, net of issuance costs of $268,000.

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 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 September 30, 2002 were 10.3% and 6.5%, 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%.




Item 3. Controls and Procedures

Based upon an evaluation within the 90 days prior to the filing date of
this report, the Companys Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures are effective.
There have been no significant changes in the Companys internal controls or in
other factors that could significantly affect the Companys internal controls
subsequent to the date of the evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

15



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PART II. OTHER INFORMATION




Item 1. Legal Proceedings.

None.




Item 2. Changes in Securities and Use of Proceeds

On February 19, 2002, The Company issued 257,400 shares of its Common
Stock to 14 investors. On March 21, 2002, the Company issued an additional
40,000 shares of Common Stock to a single investor. In each case, the price was
$12.50 per share for an aggregate amount of $3,717,500. On July 1, 2002, the
Company issued an additional 40,000 shares of Common Stock to a single investor
at a price of $12.75 per share. In each of these cases, at the time of each
sale, each of the purchasers was an accredited investor as Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
Securities Act) defines that term. The maximum aggregate proceeds from these issuances was $3,961,000, net of issuance costs of $268,350.

The Wallach Company, a division of McDonald Investments, served as
placement agent for each of those offerings and issuances of Common Stock and
was paid a total of $255,783 as compensation for its role. The Common Stock,
in each case, was sold in reliance on the exemption from registration found in
Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
The proceeds from the offering were used to (i) increase capital to maintain a
well-capitalized status under federal banking regulations and (ii) support
continued growth and other corporate purposes.




Item 3. Defaults Upon Senior Securities

None.




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

None




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, seeking election in
the general election dated November 5, 2002. As of the date of this report, the
7th Congressional District has not yet completed tallying votes and a winner
for the congressional seat has not yet been determined. 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 resigned as President of the Bank but he
remains Chief

16



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Executive Officer of the Bank and President of the Company. The Board of
Directors of the Bank appointed William A. Mitchell, Jr. as the Banks
President. Even if Mr. Beauprez is not elected to serve in Congress, there is
no current intention for him to return as President of the Bank. 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 The 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. When the Bank purchased the parcels that now comprise Heritage
Place, the Bank intended to sell Heritage Place to an investor or group to
develop Heritage Place and thereafter the Bank intended to purchase a pad
within the newly developed property to open a new branch and relocate some of
the Companys and the Banks administrative offices.

The Bank entered into a letter of intent, dated September 4, 2002, with
Heritage Place Holdings, LLC and Heritage Place Partners, LLC (together, the
Developers) that discussed the proposed sale of Heritage Place to the
Developers along with the Banks right to purchase a pad inside Heritage Place
once the development is completed. At the time the Bank executed the letter of
intent, the individual members of the Developers included Mr. Beauprez, as well
as others unaffiliated with the Company or the Bank. On September 30, 2002
officers of the Bank and the Company met with representatives of the Federal
Reserve Bank and the Colorado Division of Banking to discuss the relationship
of the proposed transaction to federal and state banking laws and regulations
and to provide an opportunity for federal and state banking regulators to
comment upon the letter of intent. On November 5, 2002, the Bank and the
Developers terminated the letter of intent because the development project was
no longer economically feasible to the Developers due to market conditions.

In light of the termination of the letter of intent, the Bank is
considering its best course of action regarding Heritage Place including, but
not limited to, structuring a similar transaction with developers if market
conditions improve in the future; preparing Heritage Place for sale, except for
the pad the Bank could develop for a new branch location; or selling Heritage
Place including the pad. The Bank hopes to have decided the best course of
action regarding Heritage Place by December 31, 2002, but the Bank does not
anticipate that Heritage Place will be sold by that date. In the meantime, the
Bank continues to move forward with development preparations for the pad upon
which a branch building could be located and a site plan has been submitted to
the City and County of Broomfield, Colorado for approval.

The Bank has incurred and continues to incur costs in order to prepare
Heritage Place for development. As of September 30, 2002, the Bank had
capitalized total costs of $9,460,682.84 relating to preparing Heritage Place
for sale and development, including fees for a site plan,

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annexation, zoning, architectural and tap fees. 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 $476,734 for the nine months ended September 30, 2002
largely related to the marketing of the property, of which $336,116 was
incurred in the three months ended September 30, 2002. These costs are not
capitalized and are reflected as non-interest expense on the Companys
Consolidated Statements of Income presented in this report. The Bank expects to
incur additional capitalized and non-capitalized costs related to the
development and marketing of Heritage Place, but the Bank believes that future
costs could be substantially less than costs already incurred because many
pre-development costs have been paid. The Banks management believes that the
location of Heritage Place will become an important commercial site for a new
banking and office location. The capitalized and non-capitalized costs
incurred and to be incurred in the future 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 recoup its investment and ongoing carrying costs.




Item 6. Exhibits and Reports on Form 8-K



| | (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                                                                                        

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|            |  |   |  |                                                                                                     
|----------- |  | - |  | ----------------------------------------------------------------------------------------------------
|Exhibit No. |  |   |  | Description                                                                                         
|            |  |   |  |                                                                                                     
|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 906 of the Sarbanes-Oxley Act of 2002
|99.2        |  |  |  | Certificate of the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed with the Registrants 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 Registrants Form 10-KSB filed March 28, 2001
incorporated herein by this reference.

(b)  Reports on Form 8-K

None

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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 13th day of
November, 2002.

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

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CERTIFICATIONS

I, Robert L. Beauprez, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Front Range
Capital Corporation;

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

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

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules l3a-14 and 15d-14) for the registrant and have:

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

b. Evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

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

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

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

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

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that

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could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

|                        |  |  |                        |                        
|----------------------- |  |  | ---------------------- | -----------------------
|Date: November 12, 2002 |  | 
|                        |  |  | /s/ Robert L. Beauprez
|                        |  |  |                        | Robert L. Beauprez     
|                        |  |  |                        | Chief Executive Officer

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CERTIFICATIONS

I, Alice M. Bier, certify that:

7.     I have reviewed this quarterly report on Form 10-QSB of Front Range
Capital Corporation;

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

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

10.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules l3a-14 and 15d-14) for the registrant and have:

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

b. Evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

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

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

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

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

12.     The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that

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could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

|                        |  |  |                   |                        
|----------------------- |  |  | ----------------- | -----------------------
|Date: November
12, 2002 |  | 
|                        |  |  | /s/ Alice M. Bier
|                        |  |  |                   | Alice M. Bier          
|                        |  |  |                   | Chief Financial Officer

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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 906 of the Sarbanes-Oxley Act of 2002                                                           
|99.2        |  |  |  | Certificate of the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002                                                           

* Previously filed with the Registrants 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 Registrants Form 10-KSB filed March 28, 2001
incorporated herein by this reference.