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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended September 30, 2003



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from  to



Commission file number 333-70231



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SUNCOAST BANCORP, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)



|Florida                                                        |  | 65-0827141                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



8592 Potter Park
Drive, Suite 200

Sarasota, Florida 34238

(Address of Principal Executive Offices)



(941) 923-0500

(Issuers Telephone Number, Including Area Code)



(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)



---



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



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable
date;



|Common stock, par value $.01 per share |  | 700,000 shares                 
|-------------------------------------- |  | -------------------------------
|(class)                                |  | Outstanding at October 24, 2003



Transitional Small
Business Format (Check One):    Yes ̈No  x



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



INDEX



|PART I. FINANCIAL INFORMATION |  |        
|----------------------------- |  | -------
|                              |  | Page   
|                              |  |        
|                              |  | Item 1.
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  |        
|                              |  | Item 2.
|                              |  |        
|                              |  | Item 3.
|                              | 
|PART II. OTHER INFORMATION    |  |        
|                              |  |        
|                              |  | Item 1.
|                              |  |        
|                              |  | Item 2.
|                              |  |        
|                              |  | Item 6.
|                              | 
|SIGNATURES                    |  | 20     



1



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



PART I. FINANCIAL INFORMATION



Item 1.
Financial Statements



Condensed Consolidated Balance
Sheets

($ in thousands, except per share amounts)



|                                                                                                                                                                                               |  | September 30,2003 |        |   | December 31,2002 |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | - | ---------------- | ------
|                                                                                                                                                                                               |  | (Unaudited)       |        |   |                  |       
|Assets                                                                                                                                                                                         |  |                   |        |   |                  |       
|Cash and due from banks                                                                                                                                                                        |  | $                 | 3,388  |   |                  | 3,246 
|Interest-bearing deposits with banks                                                                                                                                                           |  |                   | 505    |   |                  | 1,038 
|Federal funds sold                                                                                                                                                                             |  |                   | 1,583  |   |                  | 5,699 
|                                                                                                                                                                                               |  |                   |        |   |                  |       
|Total cash and cash equivalents                                                                                                                                                                |  |                   | 5,476  |   |                  | 9,983 
|                                                                                                                                                                                               |  |                  
|Securities available for sale                                                                                                                                                                  |  |                   | 10,486 |   |                  | 8,692 
|Loans, net of allowance for loan losses of $576 in 2003 and $518 in 2002                                                                                                                       |  |                   | 51,802 |   |                  | 40,457
|Premises and equipment, net                                                                                                                                                                    |  |                   | 361    |   |                  | 438   
|Federal Reserve Bank stock, at cost                                                                                                                                                            |  |                   | 134    |   |                  | 134   
|Federal Home Loan Bank stock, at cost                                                                                                                                                          |  |                   | 177    |   |                  | 109   
|Accrued interest receivable                                                                                                                                                                    |  |                   | 260    |   |                  | 229   
|Foreclosed real estate                                                                                                                                                                         |  |                   |       |   |                  | 153   
|Deferred tax asset                                                                                                                                                                             |  |                   | 734    |   |                  | 686   
|Other assets                                                                                                                                                                                   |  |                   | 114    |   |                  | 115   
|                                                                                                                                                                                               |  |                   |        |   |                  |       
|Total assets                                                                                                                                                                                   |  | $                 | 69,544 |   |                  | 60,996
|                                                                                                                                                                                               |  |                   |        |   |                  |       
|Liabilities and Stockholders Equity                                                                                                                                                           |  |                   |        |   |                  |       
|                                                                                                                                                                                               |  |                  
|Liabilities:                                                                                                                                                                                   |  |                   |        |   |                  |       
|Noninterest-bearing demand deposits                                                                                                                                                            |  |                   | 6,070  |   |                  | 7,187 
|Savings and NOW deposits                                                                                                                                                                       |  |                   | 6,152  |   |                  | 4,446 
|Money-market deposits                                                                                                                                                                          |  |                   | 27,797 |   |                  | 25,009
|Time deposits                                                                                                                                                                                  |  |                   | 21,501 |   |                  | 17,992
|                                                                                                                                                                                               |  |                   |        |   |                  |       
|Total deposits                                                                                                                                                                                 |  |                   | 61,520 |   |                  | 54,634
|Other borrowings                                                                                                                                                                               |  |                   | 500    |   |                  | 1,026 
|Other liabilities                                                                                                                                                                              |  |                   | 154    |   |                  | 79    
|                                                                                                                                                                                               |  |                   |        |   |                  |       
|Total liabilities                                                                                                                                                                              |  |                   | 62,174 |   |                  | 55,739
|                                                                                                                                                                                               |  |                   |        |   |                  |       
|Stockholders equity:                                                                                                                                                                          |  |                   |        |   |                  |       
|Preferred stock, $.01 par value, 3,000,000 shares authorized, of which 300,000 designated as convertible preferred stock, $10
liquidation value, 225,400 shares issued and outstanding in 2003 |  |                   | 2      |   |                  |      
|Common stock, $.01 par value 10,000,000 shares authorized, 700,000 shares issued and outstanding                                                                                               |  |                   | 7      |   |                  | 7     
|Additional paid-in capital                                                                                                                                                                     |  |                   | 8,611  |   |                  | 6,394 
|Accumulated deficit                                                                                                                                                                            |  |                   | (1,182 | ) |                  | (1,224
|Accumulated other comprehensive income (loss)                                                                                                                                                  |  |                   | (68    | ) |                  | 80    
|                                                                                                                                                                                               |  |                   |        |   |                  |       
|Total stockholders equity                                                                                                                                                                     |  |                   | 7,370  |   |                  | 5,257 
|                                                                                                                                                                                               |  |                   |        |   |                  |       
|Total liabilities and stockholders equity                                                                                                                                                     |  | $                 | 69,544 |   |                  | 60,996
|                                                                                                                                                                                               |  |                   |        |   |                  |       



See Accompanying Notes
to Condensed Consolidated Financial Statements.



2



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Operations

($ in thousands, except per share amounts)

(Unaudited)





|                                                                        |  | Three Months Ended September 30, |         |   | Nine Months EndedSeptember 30, |        
|----------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ------------------------------ | -------
|                                                                        |  | 2003                             |         |   | 2002                           |        
|Interest income:                                                        |  |                                  |         |   |                                |        
|Loans                                                                   |  | $                                | 761     |   |                                | 640    
|Securities                                                              |  |                                  | 94      |   |                                | 106    
|Other interest-earning assets                                           |  |                                  | 7       |   |                                | 23     
|                                                                        |  |                                  |         |   |                                |        
|Total interest income                                                   |  |                                  | 862     |   |                                | 769    
|                                                                        |  |                                  |         |   |                                |        
|Interest expense:                                                       |  |                                  |         |   |                                |        
|Deposits                                                                |  |                                  | 297     |   |                                | 337    
|Other borrowings                                                        |  |                                  | 8       |   |                                | 3      
|                                                                        |  |                                  |         |   |                                |        
|Total interest expense                                                  |  |                                  | 305     |   |                                | 340    
|                                                                        |  |                                  |         |   |                                |        
|Net interest income                                                     |  |                                  | 557     |   |                                | 429    
|Provision for loan losses                                               |  |                                  | 18      |   |                                | 55     
|                                                                        |  |                                  |         |   |                                |        
|Net interest income after provision for loan losses                     |  |                                  | 539     |   |                                | 374    
|                                                                        |  |                                  |         |   |                                |        
|Noninterest income:                                                     |  |                                  |         |   |                                |        
|Service charges on deposit accounts                                     |  |                                  | 9       |   |                                | 3      
|Other service charges and fees                                          |  |                                  | 16      |   |                                | 18     
|(Loss) gain on sale of securities available for sale                    |  |                                  |        |   |                                |       
|                                                                        |  |                                  |         |   |                                |        
|Total noninterest income                                                |  |                                  | 25      |   |                                | 21     
|                                                                        |  |                                  |         |   |                                |        
|Noninterest expense:                                                    |  |                                  |         |   |                                |        
|Salaries and employee benefits                                          |  |                                  | 276     |   |                                | 226    
|Occupancy expense                                                       |  |                                  | 89      |   |                                | 85     
|Professional fees                                                       |  |                                  | 32      |   |                                | 26     
|Data processing                                                         |  |                                  | 27      |   |                                | 29     
|Stationery and supplies                                                 |  |                                  | 18      |   |                                | 16     
|Advertising                                                             |  |                                  | 4       |   |                                | 4      
|Other                                                                   |  |                                  | 25      |   |                                | 48     
|                                                                        |  |                                  |         |   |                                |        
|Total noninterest expense                                               |  |                                  | 471     |   |                                | 434    
|                                                                        |  |                                  |         |   |                                |        
|Earnings (loss) before income taxes                                     |  |                                  | 93      |   |                                | (39    
|Income tax provision (benefit)                                          |  |                                  | 35      |   |                                | (15    
|                                                                        |  |                                  |         |   |                                |        
|Net earnings (loss)                                                     |  |                                  | 58      |   |                                | (24    
|Accrued preferred stock dividends                                       |  |                                  | (27     | ) |                                |       
|                                                                        |  |                                  |         |   |                                |        
|Net earnings (loss) applicable to common stockholders                   |  | $                                | 31      |   |                                | (24    
|                                                                        |  |                                  |         |   |                                |        
|Earnings (loss) per share, basic and diluted                            |  | $                                | .04     |   |                                | (.03   
|                                                                        |  |                                  |         |   |                                |        
|Weighted-average number of common shares outstanding, basic and diluted |  |                                  | 700,000 |   |                                | 700,000
|                                                                        |  |                                  |         |   |                                |        
|Dividends per share                                                     |  | $                                |        |   |                                |       
|                                                                        |  |                                  |         |   |                                |        



See
Accompanying Notes to Condensed Consolidated Financial Statements.





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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Changes in Stockholders Equity



For the Nine Months Ended September 30, 2003 and 2002

(In thousands)



|                                                                                         |  | PreferredStock |   | CommonStock |   | AdditionalPaid-InCapital |       | AccumulatedDeficit |        |   | AccumulatedOtherComprehensiveIncome (Loss) |      |   | TotalStockholdersEquity |      
|---------------------------------------------------------------------------------------- |  | -------------- | - | ----------- | - | ------------------------ | ----- | ------------------ | ------ | - | ------------------------------------------ | ---- | - | ------------------------ | -----
|Balance at December 31, 2001                                                             |  | $              |  |             | 7 |                          | 6,394 |                    | (1,188 | ) |                                            | 107  |   |                          | 5,320
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Comprehensive income (loss):                                                             |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|Net loss (unaudited)                                                                     |  |                |  |             |  |                          |      |                    | (73    | ) |                                            |     |   |                          | (73  
|                                                                                         |  |                |   |             |   |                         
|Net change in unrealized gain on securities available for sale, net of taxes (unaudited) |  |                |  |             |  |                          |      |                    |       |   |                                            | (11  | ) |                          | (11  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Comprehensive income (loss) (unaudited)                                                  |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          | (84  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Balance at September 30, 2002 (unaudited)                                                |  |                |  |             | 7 |                          | 6,394 |                    | (1,261 | ) |                                            | 96   |   |                          | 5,236
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Balance at December 31, 2002                                                             |  |                |  |             | 7 |                          | 6,394 |                    | (1,224 | ) |                                            | 80   |   |                          | 5,257
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Comprehensive income (loss):                                                             |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Net earnings (unaudited)                                                                 |  |                |  |             |  |                          |      |                    | 69     |   |                                            |     |   |                          | 69   
|                                                                                         |  |                |   |             |   |                         
|Net change in unrealized gain on securities available for sale, net of taxes (unaudited) |  |                |  |             |  |                          |      |                    |       |   |                                            | (148 | ) |                          | (148 
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Comprehensive income (loss) (unaudited)                                                  |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          | (79  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Sale of preferred stock (net of issuance costs of $35) (unaudited)                       |  |                | 2 |             |  |                          | 2,217 |                    |       |   |                                            |     |   |                          | 2,219
|                                                                                         |  |                |   |             |   |                         
|Preferred stock dividend payable (unaudited)                                             |  |                |  |             |  |                          |      |                    | (27    | ) |                                            |     |   |                          | (27  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      
|                                                                                         |  |                |   |             |   |                         
|Balance at September 30, 2003 (unaudited)                                                |  | $              | 2 |             | 7 |                          | 8,611 |                    | (1,182 | ) |                                            | (68  | ) |                          | 7,370
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                            |      |   |                          |      



See
Accompanying Notes to Condensed Consolidated Financial Statements.





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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



|                                                                                                               |  | Nine Months EndedSeptember 30, |        
|-------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | -------
|                                                                                                               |  | 2003                           |        
|Cash flows from operating activities:                                                                          |  |                                |        
|Net earnings (loss)                                                                                            |  | $                              | 69     
|Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:           |  |                                |        
|Depreciation and amortization                                                                                  |  |                                | 89     
|Provision for loan losses                                                                                      |  |                                | 58     
|Net amortization of loan fees, premiums and discounts                                                          |  |                                | 14     
|Provision (credit) for deferred income taxes                                                                   |  |                                | 42     
|Loss (gain) on sale of securities available for sale                                                           |  |                                | 1      
|Write down of foreclosed real estate                                                                           |  |                                | 17     
|(Increase) decrease in accrued interest receivable                                                             |  |                                | (31    
|Decrease (increase) in other assets                                                                            |  |                                | 1      
|Increase in other liabilities                                                                                  |  |                                | 48     
|                                                                                                               |  |                                |        
|Net cash provided by operating activities                                                                      |  |                                | 308    
|                                                                                                               |  |                                |        
|Cash flows from investing activities:                                                                          |  |                                |        
|Purchase of securities available for sale                                                                      |  |                                | (9,070 
|Principal repayments of securities available for sale                                                          |  |                                | 2,393  
|Proceeds from sale of securities available for sale                                                            |  |                                | 4,644  
|Net increase in loans                                                                                          |  |                                | (11,281
|Purchase of premises and equipment                                                                             |  |                                | (12    
|Purchase of Federal Home Loan Bank stock                                                                       |  |                                | (68    
|                                                                                                               |  |                                |        
|Net cash used in investing activities                                                                          |  |                                | (13,394
|                                                                                                               |  |                                |        
|Cash flows from financing activities:                                                                          |  |                                |        
|Net increase in deposits                                                                                       |  |                                | 6,886  
|Net (decrease) increase in other borrowings                                                                    |  |                                | (526   
|Net proceeds from sale of preferred stock                                                                      |  |                                | 2,219  
|                                                                                                               |  |                                |        
|Net cash provided by financing activities                                                                      |  |                                | 8,579  
|                                                                                                               |  |                                |        
|Net (decrease) increase in cash and cash equivalents                                                           |  |                                | (4,507 
|Cash and cash equivalents at beginning of period                                                               |  |                                | 9,983  
|                                                                                                               |  |                                |        
|Cash and cash equivalents at end of period                                                                     |  | $                              | 5,476  
|                                                                                                               |  |                                |        
|Supplemental disclosure of cash flow information:                                                              |  |                                |        
|Cash paid during the period for:                                                                               |  |                                |        
|Interest                                                                                                       |  | $                              | 937    
|                                                                                                               |  |                                |        
|Income taxes                                                                                                   |  | $                              |       
|                                                                                                               |  |                                |        
|Noncash transactions:                                                                                          |  |                                |        
|Transfer of loans to foreclosed real estate                                                                    |  | $                              |       
|                                                                                                               |  |                                |        
|Transfer from foreclosed real estate to loans                                                                  |  | $                              | 136    
|                                                                                                               |  |                                |        
|Preferred stock dividend payable                                                                               |  | $                              | 27     
|                                                                                                               |  |                                |        
|Accumulated other comprehensive income, change in unrealized gain on securities available for sale, net of tax |  | $                              | (148   
|                                                                                                               |  |                                |        



See
Accompanying Notes to Condensed Consolidated Financial Statements.



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited)



(1) Description of Business and Basis of Presentation



General. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial
position at September 30, 2003, the results of operations for the three- and nine-month periods ended September 30, 2003 and 2002 and cash flows for the nine month periods ended September 30, 2003 and 2002. The results of operations for the three-
and nine- month periods ended September 30, 2003 are not necessarily indicative of the results to be expected for the year ending December 31, 2003.



SunCoast Bancorp, Inc. (the Holding Company) owns 100% of the outstanding common stock of SunCoast Bank (the Bank) (collectively
the Company). The Holding Company was organized simultaneously with the Bank and its only business is the ownership and operation of the Bank. The Bank was incorporated under the laws of the United States and received its charter from
the Comptroller of the Currency. However, on January 1, 2003 the Bank converted to a state (Florida) chartered commercial bank (see next paragraph). The Banks deposits are insured by the Federal Deposit Insurance Corporation. The Bank provides
a variety of community banking services to businesses and individuals through its two banking offices located in Sarasota County, Florida.



On August 20, 2002, the Bank filed an Application and Plan of Conversion with the Florida Department of Banking and Finance to convert the Bank from a
national banking association to a Florida bank which also would be a member of the Federal Reserve System. The primary reason for the application to convert the Bank to a Florida bank was to afford the Bank the opportunity to utilize the lending
limitations under Florida law, as opposed to the more reduced loan limitation requirements imposed under the national banking laws. In connection with the conversion process, and following the receipt of approval of the Banks application by
the Florida Department of Banking and Finance, the Bank filed an application for approval of the conversion with the Federal Reserve Bank of Atlanta. The Bank converted to a state (Florida) chartered commercial bank on January 1, 2003 and became a
member of the Federal Reserve System on January 1, 2003.



(2) Loan
Impairment and Loan Losses



There were no loans identified
as impaired at September 30, 2003 or 2002 or during the nine months ended September 30, 2003 or the three months ended September 30, 2002. One loan was identified as impaired during the nine-months ended September 30, 2002. The following is a
summary of information pertaining to this impaired loan (in thousands):



|                                            |  | Nine Months EndedSeptember 30,
|------------------------------------------- |  | ------------------------------
|                                            |  | 2002                          
|Average net investment in impaired loan     |  | $                             
|                                            |  |                               
|Interest income recognized on impaired loan |  | $                             
|                                            |  |                               
|Interest income received on impaired loan   |  | $                             
|                                            |  |                               



At September 30, 2003
and 2002, the Company had no nonaccrual loans or loans ninety days past due still accruing interest.



(continued)



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited),
Continued



(2) Loan Impairment and Loan Losses, Continued

The activity in the allowance for loan losses is as follows (in thousands):



|                                |  | Three MonthsEndedSeptember 30, |     | Nine MonthsEndedSeptember 30,
|------------------------------- |  | ------------------------------ | --- | -----------------------------
|                                |  | 2003                           |     | 2002                         
|Balance at beginning of period  |  | $                              | 558 |                              
|Provision charged to operations |  |                                | 18  |                              
|                                |  |                                |     |                              
|Balance at end of period        |  | $                              | 576 |                              
|                                |  |                                |     |                              



(3) Earnings (Loss) Per Share



Basic and diluted earnings (loss) per share have been
computed on the basis of the weighted-average number of shares of common stock outstanding during the period. Outstanding stock options are not considered dilutive.



(4) Stock Options



The Company has both an Employee and Director Stock Option Plan. Under the Employee Stock Option Plan, the exercise price of the stock options must at
least equal the fair market value of the common stock at the date of grant. Options granted under this plan are exercisable for 10 years from date of grant and vest in increments of 20% per year commencing one year from grant date. A total of 28,000
shares of common stock have been reserved under this Plan. At September 30, 2003, all stock options have been granted under this plan.



Under the Director Stock Option Plan, the exercise price of the stock options is the fair market value of the common stock at the date of grant. The
options have a ten year term. These options vest in increments of 20% per year commencing one year from grant date. A total of 42,000 shares of common stock have been reserved under this Plan. At September 30, 2003, all stock options have been
granted under this plan (dollars in thousands except per share information).





|                                                                 |  | Number ofShares |  | Rangeof PerShareOptionPrice |       | Weighted-AveragePer SharePrice |       | AggregateOptionPrice
|---------------------------------------------------------------- |  | --------------- |  | --------------------------- | ----- | ------------------------------ | ----- | --------------------
|Outstanding at September 30, 2003 and December 31, 2002 and 2001 |  | 70,000          |  | $                           | 10.00 |                                | 10.00 |                     
|                                                                 |  |                 |  |                             |       |                                |       |                     



(continued)



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited),
Continued



(4) Stock Options, Continued



The Company accounts for their stock option plans under the recognition and
measurement principles of APB No. 25. No stock-based employee compensation cost is reflected in net earnings (loss), as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date
of grant. The following table illustrates the effect on net earnings (loss) and earnings (loss) per share if the Company had applied the fair value recognition provisions of FASB No. 123 to stock-based employee compensation (dollars in thousands,
except per share information).



|                                                                                                                                       |  | Three MonthsEndedSeptember 30, |     |   | Nine MonthsEnded September 30, |     
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | --- | - | ------------------------------ | ----
|                                                                                                                                       |  | 2003                           |     |   | 2002                           |     
|Net earnings (loss) applicable to common stockholders, as reported                                                                     |  | $                              | 31  |   |                                | (24 
|Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of related tax
effect |  |                                | (4  | ) |                                | (8  
|                                                                                                                                       |  |                                |     |   |                                |     
|Proforma net earnings (loss) applicable to common stockholders                                                                         |  | $                              | 27  |   |                                | (32 
|                                                                                                                                       |  |                                |     |   |                                |     
|Earnings (loss) per share, basic and diluted                                                                                           |  | $                              | .04 |   |                                | (.03
|                                                                                                                                       |  |                                |     |   |                                |     
|Proforma earnings (loss) per share, basic and diluted                                                                                  |  | $                              | .04 |   |                                | (.05
|                                                                                                                                       |  |                                |     |   |                                |     



(5) Regulatory Capital



The Bank is required to maintain certain minimum
regulatory capital requirements. The following is a summary at September 30, 2003 of the regulatory capital requirements and the Banks actual capital on a percentage basis:



|                                                |  | Actual |   |  | RegulatoryRequirementfor Well-CapitalizedBanks |  
|----------------------------------------------- |  | ------ | - |  | ---------------------------------------------- | -
|Total capital to risk-weighted assets           |  | 12.55  | % |  | 10.00                                          | %
|Tier I capital to risk-weighted assets          |  | 11.57  | % |  | 6.00                                           | %
|Tier I capital to total assets - leverage ratio |  | 10.15  | % |  | 5.00                                           | %



At September 30, 2003,
management believes the Bank is adequately capitalized.



In
connection with its conversion to a state bank on January 1, 2003, the Bank agreed that until December 31, 2004, it would maintain a Tier 1 capital ratio of at least 8%. In addition, the Bank also agreed that it would raise a minimum of $500,000 of
Tier 1 capital no later than June 30, 2003, and an additional minimum of $1.0 million of Tier 1 capital no later than September 30, 2003 (see note 6).



(continued)



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited),
Continued



(6) Sale of Preferred Stock



As of September 30, 2003 the Company had sold 225,400 shares of cumulative
convertible preferred stock for $2,219,000, net of issuance cost of approximately $35,000. The cumulative convertible preferred stock is automatically convertible into common stock at a conversion price of $8.50 per share (subject to antidilution
adjustments) on the earlier of September 5, 2005 or a change of control of the Company, and will pay per share cumulative stock dividends of .06 of a share of preferred stock on September 30, 2004 and 2005.





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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Review by Independent Certified Public Accountants



Hacker, Johnson & Smith PA, independent certified public accountants, have made a limited review of the financial data as of September 30, 2003, and for the three- and nine- month periods ended September 30, 2003 and 2002 presented in
this document, in accordance with standards established by the American Institute of Certified Public Accountants.



Their report furnished pursuant to Article 10 of Regulation S-X is included herein.



10



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##### Table of Contents

Independent Accountants Report



The Board of
Directors

SunCoast Bancorp, Inc.

Sarasota, Florida:



We have reviewed the accompanying condensed consolidated
balance sheet of SunCoast Bancorp, Inc. and Subsidiary (the Company) as of September 30, 2003, the related condensed consolidated statements of operations for the three- and nine- month periods ended September 30, 2003 and 2002 and the
related condensed consolidated statements of changes in stockholders equity and cash flows for the nine-month periods ended September 30, 2003 and 2002. These financial statements are the responsibility of the Companys management.



We conducted our reviews 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 conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.



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



We have
previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2002, and the related consolidated statements of operations, changes in
stockholders equity and cash flows for the year then ended (not presented herein); and in our report dated January 7, 2003 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of December 31, 2002, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



|/s/ Hacker, Johnson & Smith PA
|------------------------------
|                              
|HACKER, JOHNSON & SMITH PA    
|Tampa, Florida                
|October 24, 2003              





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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Item 2. Managements Discussion and Analysis

of Financial Condition and Results of Operations



Comparison of September 30, 2003 and December 31, 2002



General



SunCoast Bancorp, Inc. (the Holding Company) owns 100% of the
outstanding common stock of SunCoast Bank (the Bank) (collectively the Company). The Holding Company was organized simultaneously with the Bank and its only business is the ownership and operation of the Bank. The Bank was
incorporated under the laws of the United States and received its charter from the Comptroller of the Currency. However, on January 1, 2003 the Bank converted to a state (Florida) chartered commercial bank (see next paragraph). The Banks
deposits are insured by the Federal Deposit Insurance Corporation. The Bank provides a variety of community banking services to businesses and individuals through its two banking offices located in Sarasota County, Florida.



On August 20, 2002, the Bank filed an Application and Plan of Conversion
with the Florida Department of Banking and Finance to convert the Bank from a national banking association to a Florida bank which also would be a member of the Federal Reserve System. The primary reason for the application to convert the Bank to a
Florida bank is to afford the Bank the opportunity to utilize the lending limitations under Florida law, as opposed to the more reduced loan limitation requirements imposed under the national banking laws. In connection with the conversion process,
and following the receipt of approval of the Banks application by the Florida Department of Banking and Finance, the Bank filed an application for approval of the conversion with the Federal Reserve Bank of Atlanta. The Bank converted to a
state (Florida) chartered commercial bank on January 1, 2003 and became a member of the Federal Reserve System on January 1, 2003.



Liquidity and Capital Resources



The Companys primary sources of cash during the nine months ended September 30, 2003 were from net deposit inflows of $6.9 million, proceeds from
the sale and repayment of securities available for sale of $7.0 million and net proceeds from the sale of preferred stock of $2.2 million. Cash was used primarily to originate loans, net of principal repayments, totaling $11.3 million and to
purchase securities of $9.1 million.



Off-Balance Sheet Arrangements and
Aggregate Contractual Obligations



The Company is a party
to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments
involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract amounts of those instruments reflect the extent of the Companys involvement in
particular classes of financial instruments.



The
Companys exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The
Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.



Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent
future cash requirements. The Company evaluates each customers credit worthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on managements
credit evaluation of the counter party.





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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Item 2. Managements Discussion and Analysis of Financial Condition

and Results of Operations, Continued



Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Continued



Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a
third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.



A summary of the Companys financial instruments, which approximates fair value, with off-balance sheet risk at September 30, 2003 follows (in
thousands):



|                                       |  | ContractAmount
|-------------------------------------- |  | --------------
|Commitments to extend credit           |  | $             
|                                       |  |               
|Unused line of credit and construction |  | $             
|                                       |  |               
|Standby letters of credit              |  | $             
|                                       |  |               



Management believes
that the Company has adequate resources to fund all of its commitments and that substantially all its existing commitments will be funded within the next twelve months.



The following rates are presented for the dates and periods indicated:



|                                                                                                |  | Nine MonthsEndedSeptember 30,2003 |   |  | Year EndedDecember 31,2002 |    |  | Nine MonthsEndedSeptember 30,2002 |   
|----------------------------------------------------------------------------------------------- |  | --------------------------------- | - |  | -------------------------- | -- |  | --------------------------------- | --
|                                                                                                |  |                                   |  
|Average equity as a percentage of average assets                                                |  | 9.86                              | % |  | 10.16                      | %  |  | 10.55                             | % 
|                                                                                                |  |                                   |  
|Equity to total assets at end of period                                                         |  | 10.60                             | % |  | 8.62                       | %  |  | 9.40                              | % 
|                                                                                                |  |                                   |  
|Return on average assets (1)                                                                    |  | 0.14                              | % |  | (0.07                      | )% |  | (.19                              | )%
|                                                                                                |  |                                   |  
|Return on average equity (1)                                                                    |  | 1.46                              | % |  | (0.68                      | )% |  | (1.84                             | )%
|                                                                                                |  |                                   |  
|Noninterest expenses to average assets (1)                                                      |  | 3.00                              | % |  | 3.28                       | %  |  | 3.34                              | % 
|                                                                                                |  |                                   |  
|Nonperforming loans and foreclosed real estate as a percentage of total assets at end of period |  | N/A                               |   |  | 0.25                       | %  |  | 27                                | % 

---

|(1) | Annualized for the nine months ended September 30.
|--- | --------------------------------------------------



(continued)



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Results of Operations



The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of the Company from
interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; and (v) net interest
margin.



|                                                                                 |  | Three Months Ended September 30, |       
|-------------------------------------------------------------------------------- |  | -------------------------------- | ------
|                                                                                 |  | 2003                             |       
|                                                                                 |  | AverageBalance                   |       
|                                                                                 |  | (Dollars in thousands)           |       
|Interest-earning assets:                                                         |  |                                  |       
|Loans                                                                            |  | $                                | 48,847
|Securities                                                                       |  |                                  | 11,192
|Other interest-earning assets (1)                                                |  |                                  | 2,290 
|                                                                                 |  |                                  |       
|Total interest-earning assets                                                    |  |                                  | 62,329
|                                                                                 |  |                                  |       
|Noninterest-earning assets                                                       |  |                                  | 4,914 
|                                                                                 |  |                                  |       
|Total assets                                                                     |  | $                                | 67,243
|                                                                                 |  |                                  |       
|Interest-bearing liabilities:                                                    |  |                                  |       
|Savings, NOW, money-market deposit accounts                                      |  |                                  | 33,749
|Time deposits                                                                    |  |                                  | 19,077
|Other interest-bearing liabilities (2)                                           |  |                                  | 1,745 
|                                                                                 |  |                                  |       
|Total interest-bearing liabilities                                               |  |                                  | 54,571
|                                                                                 |  |                                  |       
|Noninterest-bearing liabilities                                                  |  |                                  | 5,781 
|Stockholders equity                                                             |  |                                  | 6,891 
|                                                                                 |  |                                  |       
|Total liabilities and stockholders equity                                       |  | $                                | 67,243
|                                                                                 |  |                                  |       
|Net interest income                                                              |  |                                  |       
|                                                                                 |  |                                  |       
|Interest-rate spread (3)                                                         |  |                                  |       
|                                                                                 |  |                                  |       
|Net interest margin (4)                                                          |  |                                  |       
|                                                                                 |  |                                  |       
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                                  | 1.14  
|                                                                                 |  |                                  |       

---

|(1) | Includes Federal Home Loan Bank stock, Federal Reserve Bank stock, federal funds sold and interest-bearing deposits.
|--- | --------------------------------------------------------------------------------------------------------------------

|(2) | Includes securities sold under agreements to repurchase.
|--- | --------------------------------------------------------

|(3) | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Net interest margin is net interest income divided by average interest-earning assets.
|--- | --------------------------------------------------------------------------------------



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income
of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; and
(v) net interest margin.



|                                                                                 |  | Nine Months Ended September 30, |       
|-------------------------------------------------------------------------------- |  | ------------------------------- | ------
|                                                                                 |  | 2003                            |       
|                                                                                 |  | AverageBalance                  |       
|                                                                                 |  | (Dollars in thousands)          |       
|Interest-earning assets:                                                         |  |                                 |       
|Loans                                                                            |  | $                               | 45,377
|Securities                                                                       |  |                                 | 9,630 
|Other interest-earning assets (1)                                                |  |                                 | 4,268 
|                                                                                 |  |                                 |       
|Total interest-earning assets                                                    |  |                                 | 59,275
|                                                                                 |  |                                 |       
|Noninterest-earning assets                                                       |  |                                 | 4,749 
|                                                                                 |  |                                 |       
|Total assets                                                                     |  | $                               | 64,024
|                                                                                 |  |                                 |       
|Interest-bearing liabilities:                                                    |  |                                 |       
|Savings, NOW, money-market deposit accounts                                      |  |                                 | 33,749
|Time deposits                                                                    |  |                                 | 18,268
|Other interest-bearing liabilities (2)                                           |  |                                 | 1,269 
|                                                                                 |  |                                 |       
|Total interest-bearing liabilities                                               |  |                                 | 53,286
|                                                                                 |  |                                 |       
|Noninterest-bearing liabilities                                                  |  |                                 | 4,424 
|Stockholders equity                                                             |  |                                 | 6,314 
|                                                                                 |  |                                 |       
|Total liabilities and stockholders equity                                       |  | $                               | 64,024
|                                                                                 |  |                                 |       
|Net interest income                                                              |  |                                 |       
|                                                                                 |  |                                 |       
|Interest-rate spread (3)                                                         |  |                                 |       
|                                                                                 |  |                                 |       
|Net interest margin (4)                                                          |  |                                 |       
|                                                                                 |  |                                 |       
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                                 | 1.11  
|                                                                                 |  |                                 |       

---

|(1) | Includes Federal Home Loan Bank stock, Federal Reserve Bank stock, federal funds sold and interest-bearing deposits.
|--- | --------------------------------------------------------------------------------------------------------------------

|(2) | Includes securities sold under agreements to repurchase.
|--- | --------------------------------------------------------

|(3) | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Net interest margin is net interest income divided by average interest-earning assets.
|--- | --------------------------------------------------------------------------------------



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Comparison of the Three-Month Periods Ended September 30, 2003 and 2002



General. Net earnings
applicable to common stockholders for the three months ended September 30, 2003 were $31,000 or $.04 basic and diluted earnings per share compared to a net loss of $24,000 or $.03 basic and diluted loss per share for the three months ended September
30, 2002. The increase in the Companys net earnings was primarily due to an increase in net interest income, partially offset by an increase in noninterest expenses.



Interest Income and Expense. Interest income increased by $93,000 from $769,000 for the three
months ended September 30, 2002 to $862,000 for the three months ended September 30, 2003. Interest income on loans increased $121,000 primarily due to an increase in the average loan portfolio balance from $37.1 million for the three months ended
September 30, 2002 to $48.8 million for the comparable period in 2003 which was partially offset by a decrease in the weighted-average yield from 6.90% in 2002 to 6.23% in 2003. Interest on securities decreased $12,000 primarily due to a decrease in
the weighted average yield from 4.92% in 2002 to 3.36% in 2003, which was partially offset by an increase in the average securities balance to $11.2 million in 2003 from $8.6 million in 2002.



Interest expense on interest-bearing deposits decreased to $297,000 for the
three months ended September 30, 2003 compared to $337,000 for the three months ended September 30, 2002. Interest expense on interest-bearing deposits decreased due to a decrease in the weighted rate paid from 3.11% in 2002 to 2.25% in 2003
partially offset by an increase in the average balance from $43.4 million in 2002 to $52.8 million in 2003.



Provision for Loan Losses. The provision for loan losses is charged to operations to bring the total allowance to a level
deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of nonperforming loans, general economic conditions, particularly as they relate to the
Companys market areas, and other factors related to the collectibility of the Companys loan portfolio. The provision for loan losses was $18,000 for the three months ended September 30, 2003 compared to $55,000 for the comparable period
in 2002. Management believes the balance in the allowance for loan losses of $576,000 at September 30, 2003 is adequate.



Noninterest Income.Noninterest income increased $4,000 during the three month period ended September 30, 2003 compared to
the same period in 2002.



Noninterest
Expenses. Noninterest expenses increased $37,000 during the three-month period ended September 30, 2003 compared to the same period in 2002. Noninterest expense increased primarily due to the growth of the Company.



Income Taxes. The income tax provision for the
three months ended September 30, 2003 was $35,000 (an effective rate of 37.6%) compared to an income tax benefit of $15,000 (an effective rate of 38.5%) for the comparable 2002 period.



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Comparison of the Nine-Month Periods Ended September 30, 2003 and 2002



General. Net earnings
applicable to common stockholders for the nine months ended September 30, 2003 was $42,000 or $.06 basic and diluted earnings per share compared to a net loss of $73,000 or $.10 basic and diluted loss per share for the nine months ended September
30, 2002. The increase in the Companys net earnings was primarily due to an increase in net interest income, partially offset by an increase in noninterest expenses.



Interest Income and Expense. Interest income increased by $323,000, from $2.2 million for the
nine months ended September 30, 2002 to $2.5 million for the nine months ended September 30, 2003. Interest income on loans increased $404,000 primarily due to an increase in the average loan portfolio balance from $34.0 million for the nine months
ended September 30, 2002 to $45.4 million for the comparable period in 2003 which was partially offset by a decrease in the weighted-average yield from 6.91% in 2002 to 6.36% in 2003. Interest on securities decreased $65,000 primarily due to a
decrease in the weighted average yield from 5.45% in 2002 to 3.88% in 2003, which was partially offset by an increase in the average securities balance to $9.6 million in 2003 from $8.4 million in 2002.



Interest expense on interest-bearing deposits decreased to $923,000 for the
nine months ended September 30, 2003 compared to $959,000 for the nine months ended September 30, 2002. Interest expense on interest-bearing deposits decreased due to a decrease in the weighted rate paid from 3.10% in 2002 to 2.37% in 2003 partially
offset by an increase in the average balance from $41.2 million in 2002 to $52.0 million in 2003.



Provision for Loan Losses. The provision for loan losses is charged to operations to bring the total allowance to a level
deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of nonperforming loans, general economic conditions, particularly as they relate to the
Companys market areas, and other factors related to the collectibility of the Companys loan portfolio. The provision for loan losses was $58,000 for the nine months ended September 30, 2003 compared to $137,000 for the comparable period
in 2002. Management believes the balance in the allowance for loan losses of $576,000 at September 30, 2003 is adequate.



Noninterest Income.Noninterest income decrease $23,000 during the nine month period ended September 30, 2003 compared to
the same period in 2002 due to a decrease of $36,000 from gains recognized on the sale of securities available for sale partially offset by an increase in service charges on deposit accounts due to the growth in customer accounts.



Noninterest Expenses. Noninterest expenses
increased $185,000 during the nine-month period ended September 30, 2003 compared to the same period in 2002. Noninterest expense increased primarily due to an increase in salaries and employee benefits due to the hiring of an additional commercial
loan officer and an increase in professional fees due to the conversion to a state (Florida) bank.



Income Taxes. The income tax provision for the nine months ended September 30, 2003 was $42,000 (an effective rate of 37.8%)
compared to an income tax benefit of $44,000 (an effective rate of 37.6%) for the comparable 2002 period.



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Item 3. Controls and Procedures



|a. | Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports
that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their
evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and Chief Financial officers of the Company concluded that the Companys disclosure controls and procedures were
adequate.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent
to the date of the evaluation of those controls by the Chief Executive and Chief Financial officers.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PART II. OTHER INFORMATION



Item 1. Legal Proceedings



There are no material
pending legal proceeding to which SunCoast Bancorp, Inc., or its subsidiary is a party or to which any of their property is subject.



Item 2. Changes in Securities and Use of Proceeds



On September 30, 2003, the Company completed its offering of Convertible Preferred Stock which commenced in May 2003. An aggregate of $1,096,000 (113,100 shares) were sold during the three months ended September 30, 2003 on a private
placement basis pursuant to applicable exemptions under the federal and state securities laws. The Preferred Stock will pay cumulative dividends on the basis of .06 of a share of Preferred Stock for each share of Preferred Stock purchased in the
offering, payable on each of September 30, 2004 (to shareholders of record on September 15, 2004), and September 30, 2005 (to shareholders of record on September 15, 2005). The shares of Preferred Stock are automatically convertible into shares of
Common Stock on the earlier of September 30, 2005 or a Change in Control of the Company, at a conversion price equal to $8.50 per share.



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



PART II. OTHER INFORMATION, CONTINUED



Item 6. Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                               
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|3.1         |  | Restated Articles of Incorporation of SunCoast Bancorp, Inc. (Incorporated by reference to Exhibit 3.1 to SunCoasts Registration Statement No. 333-70231 (the
Registration Statement).                            
|            | 
|3.2         |  | Bylaws of SunCoast Bancorp, Inc. (Incorporated by reference to Exhibit 3.2 to the Registration Statement).                                                                                                           
|            | 
|3.3         |  | Articles of Amendment of the Restated Articles of Incorporation of SunCoast Bancorp, Inc. filed with the Florida Secretary of State on June 23, 2003.                                                                
|            | 
|4.1         |  | Specimen Stock certificate of SunCoast Bancorp, Inc. (Incorporated by reference to Exhibit 4.2 to the Registration Statement).                                                                                       
|            | 
|10.1        |  | Form of Employment Agreement entered into between the Bank and William F. Gnerre (Incorporated by reference to Exhibit 10.2 to the Registration Statement)*                                                          
|            | 
|10.2        |  | SunCoast Bancorp, Inc. Director Stock Option Plan (Incorporated by reference to Exhibit 10.3 to the Registration Statement)*                                                                                         
|            | 
|10.3        |  | SunCoast Bancorp, Inc. Employee Stock Option Plan (Incorporated by reference to Exhibit 10.4 to the Registration Statement)*                                                                                         
|            | 
|10.4        |  | Lease Agreement dated August 28, 1998 between SunCoast Bancorp, Inc. and Palmer Medical Center Ltd. (Incorporated by reference to Exhibit 10.5 to the Form 10-KSB filed for the
fiscal year ended December 31, 1999).
|            | 
|31.1        |  | Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                                                                 
|            | 
|31.2        |  | Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                                                                 
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002                                                                        
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002                                                                        

---

|* | Represents a management contract or compensatory plan or announcement required to be filed as an exhibit.
|- | ---------------------------------------------------------------------------------------------------------

|(b) | Reports on Form 8-K.There were two reports on Form 8-K filed during the three months ended September 30, 2003:
|--- | --------------------------------------------------------------------------------------------------------------



On July 3, 2003, a Form 8-K was filed which disclosed the amount of
Convertible Preferred Stock sold through June 30, 2003.



On
August 8, 2003, a Form 8-K was filed to disclose the amount of Convertible Preferred Stock sold for the month of July 2003.



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



SIGNATURES



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





|                        |  | SUNCOAST BANCORP, INC. (Registrant)
|----------------------- |  | -----------------------------------
|                        |  |                                    
|Date: November 12, 2003 |  | By:                                
|                        |  |                                    
|                        |  |                                    
|Date: November 12, 2003 |  | By:                                
|                        |  |                                    



20