##### Table of Contents

---

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



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 June 30, 2005



| ̈ | Transition report under Section 13 or 15(d) of the Exchange Act
|- | ---------------------------------------------------------------



For the transition period from  to



Commission file number 0-26231



---



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 |  | 739,206 shares              
|(class)                                |  | Outstanding at July 22, 2005



Transitional Small Business Format
(Check One):    YES ̈NO  x



---



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



INDEX



|                                                                                                                          |  |      
|------------------------------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                                          |  | Page 
|PART I.
FINANCIAL INFORMATION                                                                                             |  |      
|                                                                                                                          | 
|Item 1.
Financial Statements                                                                                              |  |      
|                                                                                                                          | 
|Condensed Consolidated Balance Sheets -At June 30, 2005 (unaudited) and At December 31, 2004                              |  | 2    
|                                                                                                                          | 
|Condensed Consolidated Statements of Earnings -Three and Six Months Ended June 30, 2005 and 2004 (unaudited)              |  | 3    
|                                                                                                                          | 
|Condensed Consolidated Statements of Changes in Stockholders Equity -Six Months Ended June 30, 2005 and 2004 (unaudited) |  | 4    
|                                                                                                                          | 
|Condensed Consolidated Statements of Cash Flows -Six Months Ended June 30, 2005 and 2004 (unaudited)                      |  | 5    
|                                                                                                                          | 
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                          |  | 6-10 
|                                                                                                                          | 
|Review by Independent Registered Public Accounting Firm                                                                   |  | 11   
|                                                                                                                          | 
|Report of Independent Registered Public Accounting Firm                                                                   |  | 12   
|                                                                                                                          | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                             |  | 13-19
|                                                                                                                          | 
|Item 3.
Controls and Procedures                                                                                           |  | 20   
|                                                                                                                          | 
|PART II.
OTHER INFORMATION                                                                                                |  |      
|                                                                                                                          | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                                               |  | 20   
|                                                                                                                          | 
|Item 6.
Exhibits                                                                                                          |  | 21   
|                                                                                                                          | 
|SIGNATURES                                                                                                                |  | 22   



1



---

##### 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)



|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------------- | ------- | -
|                                                                                                                                                                                                                                                                              |  | June 30, 2005 |         |   | December 31, 2004 |        
|                                                                                                                                                                                                                                                                              |  | (Unaudited)   |         |   |                   |        
|Assets                                                                                                                                                                                                                                                                        |  |               |         |   |                   |         |  
|                                                                                                                                                                                                                                                                              |  |              
|Cash and due from banks                                                                                                                                                                                                                                                       |  | $             | 2,878   |   |                   | 3,427   |  
|Interest-bearing deposits with banks                                                                                                                                                                                                                                          |  |               | 26      |   |                   | 58      |  
|Federal funds sold                                                                                                                                                                                                                                                            |  |               | 10,977  |   |                   | 3,393   |  
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|Total cash and cash equivalents                                                                                                                                                                                                                                               |  |               | 13,881  |   |                   | 6,878   |  
|                                                                                                                                                                                                                                                                              |  |              
|Securities available for sale                                                                                                                                                                                                                                                 |  |               | 8,605   |   |                   | 9,446   |  
|Loans, net of allowance for loan losses of $1,044 and $864                                                                                                                                                                                                                    |  |               | 95,804  |   |                   | 81,442  |  
|Premises and equipment, net                                                                                                                                                                                                                                                   |  |               | 2,058   |   |                   | 1,871   |  
|Federal Reserve Bank stock, at cost                                                                                                                                                                                                                                           |  |               | 401     |   |                   | 225     |  
|Federal Home Loan Bank stock, at cost                                                                                                                                                                                                                                         |  |               | 202     |   |                   | 166     |  
|Deferred tax assets                                                                                                                                                                                                                                                           |  |               | 193     |   |                   | 398     |  
|Accrued interest receivable                                                                                                                                                                                                                                                   |  |               | 358     |   |                   | 315     |  
|Other assets                                                                                                                                                                                                                                                                  |  |               | 338     |   |                   | 152     |  
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|Total assets                                                                                                                                                                                                                                                                  |  | $             | 121,840 |   |                   | 100,893 |  
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                                                          |  |               |         |   |                   |         |  
|                                                                                                                                                                                                                                                                              |  |              
|Liabilities:                                                                                                                                                                                                                                                                  |  |               |         |   |                   |         |  
|Noninterest-bearing demand deposits                                                                                                                                                                                                                                           |  |               | 8,833   |   |                   | 8,883   |  
|Savings and NOW deposits                                                                                                                                                                                                                                                      |  |               | 8,728   |   |                   | 7,699   |  
|Money-market deposits                                                                                                                                                                                                                                                         |  |               | 31,708  |   |                   | 32,908  |  
|Time deposits                                                                                                                                                                                                                                                                 |  |               | 58,093  |   |                   | 35,346  |  
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|Total deposits                                                                                                                                                                                                                                                                |  |               | 107,362 |   |                   | 84,836  |  
|                                                                                                                                                                                                                                                                              |  |              
|Federal funds purchased                                                                                                                                                                                                                                                       |  |               |        |   |                   | 1,987   |  
|Other liabilities                                                                                                                                                                                                                                                             |  |               | 524     |   |                   | 277     |  
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|Total liabilities                                                                                                                                                                                                                                                             |  |               | 107,886 |   |                   | 87,100  |  
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|Stockholders equity:                                                                                                                                                                                                                                                         |  |               |         |   |                   |         |  
|Preferred stock, par value $.01 per share, 3,000,000 shares authorized, of which 780,000 designated as mandatorily convertible preferred stock
$10 and $12.50 liquidation value, of which 720,975 shares are issued and outstanding as of June 30, 2005 and December 31, 2004 |  |               | 7       |   |                   | 7       |  
|Common stock, par value $0.1 per share, 10,000,000 shares authorized; 739,206 and 734,981 shares issued and outstanding as of June 30, 2005
and December 31, 2004, respectively                                                                                               |  |               | 7       |   |                   | 7       |  
|Additional paid-in capital                                                                                                                                                                                                                                                    |  |               | 15,184  |   |                   | 15,109  |  
|Accumulated deficit                                                                                                                                                                                                                                                           |  |               | (1,158  | ) |                   | (1,294  | )
|Accumulated other comprehensive income (loss)                                                                                                                                                                                                                                 |  |               | (86     | ) |                   | (36     | )
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|Total stockholders equity                                                                                                                                                                                                                                                    |  |               | 13,954  |   |                   | 13,793  |  
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                                    |  | $             | 121,840 |   |                   | 100,893 |  
|                                                                                                                                                                                                                                                                              |  |               |         |   |                   |         |  



See Accompanying Notes to Condensed
Consolidated Financial Statements.



2



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)



|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|--------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | ----- | - | ---- | ----- | - | ---- | ----- | -
|                                                    |  | Three Months EndedJune 30, |       |   | Six Months EndedJune 30, |      
|                                                    |  | 2005                       |       |   | 2004                     |       |   | 2005 |       |   | 2004 |      
|Interest income:                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Loans                                               |  | $                          | 1,506 |   |                          | 1,000 |   |      | 2,858 |   |      | 1,907 |  
|Securities                                          |  |                            | 86    |   |                          | 88    |   |      | 176   |   |      | 192   |  
|Other                                               |  |                            | 59    |   |                          | 18    |   |      | 80    |   |      | 30    |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Total interest income                               |  |                            | 1,651 |   |                          | 1,106 |   |      | 3,114 |   |      | 2,129 |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Interest expense:                                   |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Deposits                                            |  |                            | 637   |   |                          | 403   |   |      | 1,131 |   |      | 766   |  
|Other borrowings                                    |  |                            | 3     |   |                          |      |   |      | 5     |   |      | 1     |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Total interest expense                              |  |                            | 640   |   |                          | 403   |   |      | 1,136 |   |      | 767   |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Net interest income                                 |  |                            | 1,011 |   |                          | 703   |   |      | 1,978 |   |      | 1,362 |  
|                                                    |  |                            |       |  
|Provision for loan losses                           |  |                            | 60    |   |                          | 81    |   |      | 180   |   |      | 122   |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Net interest income after provision for loan losses |  |                            | 951   |   |                          | 622   |   |      | 1,798 |   |      | 1,240 |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Noninterest income:                                 |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Service charges on deposit accounts                 |  |                            | 9     |   |                          | 11    |   |      | 19    |   |      | 24    |  
|Other service charges and fees                      |  |                            | 16    |   |                          | 15    |   |      | 30    |   |      | 29    |  
|Other                                               |  |                            |      |   |                          | 1     |   |      | 1     |   |      | 2     |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Total noninterest income                            |  |                            | 25    |   |                          | 27    |   |      | 50    |   |      | 55    |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Noninterest expense:                                |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Salaries and employee benefits                      |  |                            | 330   |   |                          | 296   |   |      | 657   |   |      | 612   |  
|Occupancy                                           |  |                            | 102   |   |                          | 103   |   |      | 203   |   |      | 197   |  
|Professional fees                                   |  |                            | 64    |   |                          | 40    |   |      | 120   |   |      | 89    |  
|Data processing                                     |  |                            | 40    |   |                          | 38    |   |      | 83    |   |      | 74    |  
|Stationery and supplies                             |  |                            | 21    |   |                          | 20    |   |      | 41    |   |      | 44    |  
|Other                                               |  |                            | 68    |   |                          | 40    |   |      | 125   |   |      | 77    |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Total noninterest expense                           |  |                            | 625   |   |                          | 537   |   |      | 1,229 |   |      | 1,093 |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Earnings before income taxes                        |  |                            | 351   |   |                          | 112   |   |      | 619   |   |      | 202   |  
|                                                    |  |                            |       |  
|Income taxes                                        |  |                            | 133   |   |                          | 43    |   |      | 235   |   |      | 77    |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Net earnings                                        |  |                            | 218   |   |                          | 69    |   |      | 384   |   |      | 125   |  
|                                                    |  |                            |       |  
|Preferred stock dividend                            |  |                            | (125  | ) |                          | (34   | ) |      | (248  | ) |      | (76   | )
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Net earnings applicable to common stockholders      |  | $                          | 93    |   |                          | 35    |   |      | 136   |   |      | 49    |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Earnings per share:                                 |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Basic                                               |  | $                          | .13   |   |                          | .05   |   |      | .18   |   |      | .07   |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Diluted                                             |  | $                          | .12   |   |                          | .05   |   |      | .18   |   |      | .07   |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  
|Dividends per share                                 |  | $                          |      |   |                          |      |   |      |      |   |      |      |  
|                                                    |  |                            |       |   |                          |       |   |      |       |   |      |       |  



See Accompanying Notes to Condensed
Consolidated Financial Statements.



3



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited)



For the Six Months Ended June 30, 2005 and 2004

(In thousands)



|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|---------------------------------------------------------------------------------------------- |  | -------------- | - | ----------- | - | ------------------------ | ------ | ------------------ | ------ | - | ------------------------------------------- | ---- | - | ------------------------ | ------ | -
|                                                                                               |  | PreferredStock |   | CommonStock |   | AdditionalPaid-InCapital |        | AccumulatedDeficit |        |   | AccumulatedOther ComprehensiveIncome (Loss) |      |   | TotalStockholdersEquity |       
|Balance at December 31, 2003                                                                   |  | $              | 2 |             | 7 |                          | 8,611  |                    | (1,125 | ) |                                             | (43  | ) |                          | 7,452  |  
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Comprehensive income (loss):                                                                   |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Net earnings (unaudited)                                                                       |  |                |  |             |  |                          |       |                    | 125    |   |                                             |     |   |                          | 125    |  
|                                                                                               |  |                |   |             |   |                         
|Net change in unrealized loss on securities available for sale, net of tax benefit (unaudited) |  |                |  |             |  |                          |       |                    |       |   |                                             | (185 | ) |                          | (185   | )
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Comprehensive income (loss) (unaudited)                                                        |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          | (60    | )
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Preferred stock dividend (unaudited)                                                           |  |                |  |             |  |                          |       |                    | (76    | ) |                                             |     |   |                          | (76    | )
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Balance at June 30, 2004 (unaudited)                                                           |  | $              | 2 |             | 7 |                          | 8,611  |                    | (1,076 | ) |                                             | (228 | ) |                          | 7,316  |  
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Balance at December 31, 2004                                                                   |  |                | 7 |             | 7 |                          | 15,109 |                    | (1,294 | ) |                                             | (36  | ) |                          | 13,793 |  
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Comprehensive income (loss):                                                                   |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Net earnings (unaudited)                                                                       |  |                |  |             |  |                          |       |                    | 384    |   |                                             |     |   |                          | 384    |  
|                                                                                               |  |                |   |             |   |                         
|Net change in unrealized loss on securities available for sale, net of tax benefit (unaudited) |  |                |  |             |  |                          |       |                    |       |   |                                             | (50  | ) |                          | (50    | )
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Comprehensive income (unaudited)                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          | 334    |  
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Common stock granted as payment for services (unaudited)                                       |  |                |  |             |  |                          | 75     |                    |       |   |                                             |     |   |                          | 75     |  
|                                                                                               |  |                |   |             |   |                         
|Preferred stock dividend (unaudited)                                                           |  |                |  |             |  |                          |       |                    | (248   | ) |                                             |     |   |                          | (248   | )
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  
|Balance at June 30, 2005 (unaudited)                                                           |  | $              | 7 |             | 7 |                          | 15,184 |                    | (1,158 | ) |                                             | (86  | ) |                          | 13,954 |  
|                                                                                               |  |                |   |             |   |                          |        |                    |        |   |                                             |      |   |                          |        |  



See Accompanying Notes to Condensed
Consolidated Financial Statements.





4



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)



|                                                                                                                          |  |                          |         |   |      |         |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | ------- | -
|                                                                                                                          |  | Six Months EndedJune 30, |        
|                                                                                                                          |  | 2005                     |         |   | 2004 |        
|Cash flows from operating activities:                                                                                     |  |                          |         |   |      |         |  
|Net earnings                                                                                                              |  | $                        | 384     |   |      | 125     |  
|Adjustments to reconcile net earnings to net cash provided by operating activities:                                       |  |                          |         |   |      |         |  
|Depreciation                                                                                                              |  |                          | 57      |   |      | 74      |  
|Provision for loan losses                                                                                                 |  |                          | 180     |   |      | 122     |  
|Net amortization of loan costs                                                                                            |  |                          | 35      |   |      | 11      |  
|Provision for deferred income taxes                                                                                       |  |                          | 235     |   |      | 77      |  
|Increase in accrued interest receivable                                                                                   |  |                          | (43     | ) |      | (21     | )
|Increase in other assets                                                                                                  |  |                          | (186    | ) |      | (61     | )
|Increase in other liabilities                                                                                             |  |                          | 74      |   |      | 41      |  
|                                                                                                                          |  |                          |         |   |      |         |  
|Net cash provided by operating activities                                                                                 |  |                          | 736     |   |      | 368     |  
|                                                                                                                          |  |                          |         |   |      |         |  
|Cash flows from investing activities:                                                                                     |  |                          |         |   |      |         |  
|Purchase of securities available for sale                                                                                 |  |                          |        |   |      | (2,008  | )
|Principal repayments of securities available for sale                                                                     |  |                          | 761     |   |      | 922     |  
|Proceeds from sale of securities available for sale                                                                       |  |                          |        |   |      | 1,000   |  
|Purchase of Federal Home Loan Bank stock                                                                                  |  |                          | (36     | ) |      | (53     | )
|Net increase in loans                                                                                                     |  |                          | (14,577 | ) |      | (10,689 | )
|Purchase of premises and equipment                                                                                        |  |                          | (244    | ) |      | (144    | )
|Purchase of Federal Reserve Bank stock                                                                                    |  |                          | (176    | ) |      | (7      | )
|                                                                                                                          |  |                          |         |   |      |         |  
|Net cash used in investing activities                                                                                     |  |                          | (14,272 | ) |      | (10,979 | )
|                                                                                                                          |  |                          |         |   |      |         |  
|Cash flows from financing activities:                                                                                     |  |                          |         |   |      |         |  
|Net increase in deposits                                                                                                  |  |                          | 22,526  |   |      | 8,534   |  
|Net decrease in federal funds purchased                                                                                   |  |                          | (1,987  | ) |      |        |  
|                                                                                                                          |  |                          |         |   |      |         |  
|Net cash provided by financing activities                                                                                 |  |                          | 20,539  |   |      | 8,534   |  
|                                                                                                                          |  |                          |         |   |      |         |  
|Net increase (decrease) in cash and cash equivalents                                                                      |  |                          | 7,003   |   |      | (2,077  | )
|                                                                                                                          |  |                         
|Cash and cash equivalents at beginning of period                                                                          |  |                          | 6,878   |   |      | 10,413  |  
|                                                                                                                          |  |                          |         |   |      |         |  
|Cash and cash equivalents at end of period                                                                                |  | $                        | 13,881  |   |      | 8,336   |  
|                                                                                                                          |  |                          |         |   |      |         |  
|Supplemental disclosure of cash flow information:                                                                         |  |                          |         |   |      |         |  
|Cash paid during the period for:                                                                                          |  |                          |         |   |      |         |  
|Interest                                                                                                                  |  | $                        | 1,108   |   |      | 740     |  
|                                                                                                                          |  |                          |         |   |      |         |  
|Noncash transactions:                                                                                                     |  |                          |         |   |      |         |  
|Accumulated other comprehensive income, net change in unrealized gain (loss) on securities available for sale, net of tax |  | $                        | (50     | ) |      | (185    | )
|                                                                                                                          |  |                          |         |   |      |         |  
|Preferred stock dividends payable                                                                                         |  | $                        | 248     |   |      | 76      |  
|                                                                                                                          |  |                          |         |   |      |         |  
|Common stock granted as payment for services                                                                              |  | $                        | 75      |   |      |        |  
|                                                                                                                          |  |                          |         |   |      |         |  



See Accompanying Notes to Condensed
Consolidated Financial Statements.



5



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited)



(1) Description of Business and Basis of Presentation



SunCoast Bancorp, Inc. (the Holding Company) owns 100% of the outstanding common stock of SunCoast Bank (the Bank) (collectively the Company). The Holding Companys only business is the ownership and
operation of the Bank. The Bank is a state (Florida) chartered commercial bank providing a variety of community banking services to businesses and individuals through its two banking offices located in Sarasota County, Florida.



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 June 30, 2005, the results of operations for the three- and six-month periods ended June 30,
2005 and 2004 and cash flows for the six month periods ended June 30, 2005 and 2004. The results of operations for the three- and six- month periods ended June 30, 2005 are not necessarily indicative of the results to be expected for the year ending
December 31, 2005.



(2) Loan Impairment and Loan Losses



No loans were identified as impaired at or during the three and six months
ended June 30, 2005 and 2004. The activity in the allowance for loan losses is as follows (in thousands):



|                               |  |                            |       |                          |     |      |       |      |    
|------------------------------ |  | -------------------------- | ----- | ------------------------ | --- | ---- | ----- | ---- | ---
|                               |  | Three Months EndedJune 30, |       | Six Months EndedJune 30,
|                               |  | 2005                       |       | 2004                     |     | 2005 |       | 2004
|Balance at beginning of period |  | $                          | 984   |                          | 695 |      | 864   |      | 654
|Provision charged to earnings  |  |                            | 60    |                          | 81  |      | 180   |      | 122
|                               |  |                            |       |                          |     |      |       |      |    
|Balance at end of period       |  | $                          | 1,044 |                          | 776 |      | 1,044 |      | 776
|                               |  |                            |       |                          |     |      |       |      |    



There were no
nonaccrual loans or loans past due ninety days or more, but still accruing interest at June 30, 2005 or 2004.



(continued)



6



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited),
Continued



(3) Earnings Per Share



Earnings per share (EPS) of common stock has been computed on
the basis of the weighted-average number of shares of common stock outstanding. Outstanding common stock options were considered dilutive securities for purposes of calculating diluted EPS which is computed using the treasury stock method. The
preferred stock is not considered dilutive. The following table presents the calculations of the weighted-average number of shares for diluted EPS (dollars in thousands, except share amounts):



|                                                                      |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|--------------------------------------------------------------------- |  | -------- | --- | ----------------------- | ------- | -------------- | - | -------- |  | ----------------------- | -- | -------------- | ------- |  | - | ---
|                                                                      |  | 2005     |     | 2004                   
|                                                                      |  | Earnings |     | Weighted- AverageShares |         | PerShareAmount |   | Earnings |  | Weighted- AverageShares |    | PerShareAmount
|Three Months Ended June 30,:                                          |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Basic EPS:                                                            |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Net earnings available to common stockholders                         |  | $        | 93  |                         | 739,206 |                | $ | .13      |  | $                       | 35 |                | 734,981 |  | $ | .05
|                                                                      |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Effect of dilutive securities-                                        |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Incremental shares from assumed conversion of options                 |  |          |    |                         | 25,504  |                |   |          |  |                         |   |                | 9,770   |  |   |    
|                                                                      |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Diluted EPS:                                                          |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Net earnings available to common stockholders and assumed conversions |  | $        | 93  |                         | 764,710 |                | $ | .12      |  | $                       | 35 |                | 744,751 |  | $ | .05
|                                                                      |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Six Months Ended June 30,:                                            |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Basic EPS:                                                            |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Net earnings available to common stockholders                         |  | $        | 136 |                         | 739,206 |                | $ | .18      |  | $                       | 49 |                | 734,981 |  | $ | .07
|                                                                      |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Effect of dilutive securities-                                        |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Incremental shares from assumed conversion of options                 |  |          |    |                         | 25,587  |                |   |          |  |                         |   |                | 7,720   |  |   |    
|                                                                      |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Diluted EPS:                                                          |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    
|Net earnings available to common stockholders and assumed conversions |  | $        | 136 |                         | 764,793 |                | $ | .18      |  | $                       | 49 |                | 742,701 |  | $ | .07
|                                                                      |  |          |     |                         |         |                |   |          |  |                         |    |                |         |  |   |    



For the three and six
months ended June 30, 2004 the following options were excluded from the calculation due to the average market price being lower than the exercise price:



| |  |                 |  |               |       |             |      |              |     
| |  | --------------- |  | ------------- | ----- | ----------- | ---- | ------------ | ----
| |  | Number ofShares |  | ExercisePrice |       | YearGranted |      | YearExpiring
| |  | 2,100           |  | $             | 11.90 |             | 2004 |              | 2014
| |  |                 |  |               |       |             |      |              |     



(continued)



7



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited),
Continued



(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 common 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. All per share amounts reflect the 5% stock dividend declared on August 10, 2004. A total of 58,800 shares of common stock have been reserved under this Plan. At June 30, 2005, 9,700
options remain available for grant.



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. All per
share amounts reflect the 5% stock dividend declared on August 10, 2004. A total of 44,100 shares of common stock have been reserved under this Plan. At June 30, 2005, there were no shares available for additional grants under this plan ($ in
thousands except per share information).



|                                 |  |                 |   |  |                                |  |                                 |       |                      |   |     |  
|-------------------------------- |  | --------------- | - |  | ------------------------------ |  | ------------------------------- | ----- | -------------------- | - | --- | -
|                                 |  | Number ofShares |   |  | Range of Per Share OptionPrice |  | Weighted- AveragePer SharePrice |       | AggregateOptionPrice |  
|Outstanding at December 31, 2004 |  | 90,300          |   |  | $9.52-11.90                    |  | $                               | 9.93  |                      | $ | 896 |  
|Options forfeited                |  | (2,100          | ) |  | 11.90                          |  |                                 | 11.90 |                      |   | (25 | )
|Options granted                  |  | 5,000           |   |  | 15.00                          |  |                                 | 15.00 |                      |   | 75  |  
|                                 |  |                 |   |  |                                |  |                                 |       |                      |   |     |  
|Outstanding at June 30, 2005     |  | 93,200          |   |  | $9.52-15.00                    |  | $                               | 10.15 |                      | $ | 946 |  
|                                 |  |                 |   |  |                                |  |                                 |       |                      |   |     |  



Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS 148, Accounting for Stock-Based Compensation Transition and Disclosure (collectively SFAS No. 123) encourages all entities to
adopt a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting
period. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB No. 25), whereby compensation cost is the excess, if any, of the quoted market price of the stock at the grant date (or other measurement date) over the amount an employee must pay to acquire the stock.



(continued)



8



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited),
Continued



(4) Stock Options, Continued



The Company accounts for its stock option plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25. No stock-based employee compensation cost is reflected in net earnings, as all options granted under the 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 if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, accounting for
stock-based compensation, as amended by SFAS No. 148, accounting for stock-based compensation transition and disclosure, to stock-based employee compensation (in thousands, except per share amounts).



|                                                                                                                                       |  |                            |     |   |                          |     |   |      |     |   |      |     |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | --- | - | ------------------------ | --- | - | ---- | --- | - | ---- | --- | -
|                                                                                                                                       |  | Three Months EndedJune 30, |     |   | Six Months EndedJune 30, |    
|                                                                                                                                       |  | 2005                       |     |   | 2004                     |     |   | 2005 |     |   | 2004 |    
|Net earnings applicable to common stockholders, as reported                                                                            |  | $                          | 93  |   |                          | 35  |   |      | 136 |   |      | 49  |  
|Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of related tax
effect |  |                            | (10 | ) |                          | (2  | ) |      | (20 | ) |      | (4  | )
|                                                                                                                                       |  |                            |     |   |                          |     |   |      |     |   |      |     |  
|Proforma net earnings applicable to common stockholders                                                                                |  | $                          | 83  |   |                          | 33  |   |      | 116 |   |      | 45  |  
|                                                                                                                                       |  |                            |     |   |                          |     |   |      |     |   |      |     |  
|Earnings per share:                                                                                                                    |  |                            |     |   |                          |     |   |      |     |   |      |     |  
|Basic                                                                                                                                  |  | $                          | .13 |   |                          | .05 |   |      | .18 |   |      | .07 |  
|                                                                                                                                       |  |                            |     |   |                          |     |   |      |     |   |      |     |  
|Diluted                                                                                                                                |  | $                          | .12 |   |                          | .05 |   |      | .18 |   |      | .07 |  
|                                                                                                                                       |  |                            |     |   |                          |     |   |      |     |   |      |     |  
|Proforma earnings per share:                                                                                                           |  |                            |     |   |                          |     |   |      |     |   |      |     |  
|Basic                                                                                                                                  |  | $                          | .11 |   |                          | .04 |   |      | .16 |   |      | .06 |  
|                                                                                                                                       |  |                            |     |   |                          |     |   |      |     |   |      |     |  
|Diluted                                                                                                                                |  | $                          | .11 |   |                          | .04 |   |      | .15 |   |      | .06 |  
|                                                                                                                                       |  |                            |     |   |                          |     |   |      |     |   |      |     |  



The fair value of each
option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions, there were no options granted during the three months ended June 30, 2005:



|                                                                           |  |                            |       |   |                          |      |   |      |       |  
|-------------------------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | ---- | - | ---- | ----- | -
|                                                                           |  | Three Months EndedJune 30, |       |   | Six Months EndedJune 30, |     
|                                                                           |  | 2004                       |       |   | 2005                     |      |   | 2004 |      
|Weighted-average risk-free interest rate                                   |  |                            | 5.08  | % |                          | 4.51 | % |      | 5.08  | %
|Dividend yield                                                             |  |                            |      | % |                          |     | % |      |      | %
|Volatility                                                                 |  |                            | 31.00 | % |                          | 7.00 | % |      | 31.00 | %
|Expected life in years                                                     |  |                            | 10    |   |                          | 7.5  |   |      | 10    |  
|                                                                           |  |                            |      
|Weighted-average grant date fair value of options issued during the period |  | $                          | 6.63  |   |                          | 4.27 |   |      | 6.63  |  
|                                                                           |  |                            |       |   |                          |      |   |      |       |  



(continued)



9



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited),
Continued



(5) Regulatory Capital



The Bank is required to maintain certain minimum regulatory capital
requirements. The following is a summary at June 30, 2005 of the regulatory capital requirements and the Banks actual capital on a percentage basis:



|                                                |  |        |   |  |                                                  |  
|----------------------------------------------- |  | ------ | - |  | ------------------------------------------------ | -
|                                                |  | Actual |   |  | RegulatoryRequirement for Well-Capitalized Banks |  
|Total capital to risk-weighted assets           |  | 13.05  | % |  | 10.00                                            | %
|Tier I capital to risk-weighted assets          |  | 12.14  | % |  | 6.00                                             | %
|Tier I capital to total assets - leverage ratio |  | 12.02  | % |  | 5.00                                             | %



At June 30, 2005,
management believes the Bank is adequately capitalized.



(6) Preferred Stock



In 2004, the Company sold 480,000 shares of cumulative
convertible preferred stock for proceeds of $5,913,000, net of issuance cost of approximately $87,000. The cumulative convertible preferred stock is mandatorily convertible into common stock at a conversion price of $10.50 per share (subject to
antidilution adjustments) on the earlier of December 31, 2006 or a change of control of the Company. In addition, per share cumulative dividends of shares of preferred stock computed at 6% per annum will be paid on December 31, 2005 and 2006.



In 2003, the Company sold 225,400 shares of cumulative
convertible preferred stock for proceeds of $2,219,000, net of issuance cost of approximately $35,000. The cumulative convertible preferred stock is mandatorily convertible into common stock at a conversion price of $8.10 per share (subject to
antidilution adjustments) on the earlier of September 30, 2005 or a change of control of the Company. In addition, per share cumulative dividends of shares of preferred stock computed at 6% per annum are payable on September 30, 2004 and 2005. The
Company issued 15,575 shares of preferred stock as dividends on September 30, 2004.



Cumulative accrued dividends on all preferred stock totaled $313,000 at June 30, 2005.



10



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Review by Independent Registered Public Accounting Firm



Hacker, Johnson & Smith PA, the Companys independent registered public accounting firm, have made a limited review of the financial data as of June 30, 2005, and for the three- and six- month periods ended June 30, 2005 and 2004
presented in this document, in accordance with standards established by the Public Company Accounting Oversight Board.



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



11



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm



SunCoast Bancorp, Inc.

Sarasota, Florida:



We have reviewed the accompanying condensed consolidated balance sheet of SunCoast Bancorp, Inc. and Subsidiary (the Company) as of June 30,
2005, and the related condensed consolidated statements of earnings for the three- and six- month periods ended June 30, 2005 and 2004, the related condensed consolidated statements of cash flows and stockholders equity for the six-month
periods ended June 30, 2005 and 2004. These interim condensed financial statements are the responsibility of the Companys management.



We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the
Public Company Accounting Oversight Board, 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 U.S. generally accepted accounting principles.



We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the
consolidated balance sheet of the Company as of December 31, 2004, and the related consolidated statements of earnings, stockholders equity and cash flows for the year then ended (not presented herein); and in our report dated March 14, 2005
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, 2004, 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

July 26, 2005



12



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Item 2. Managements Discussion and Analysis

of Financial Condition and Results of Operations



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s only business is the ownership and operation of the Bank. The Bank is a state (Florida) chartered commercial bank providing a variety of community banking services
to businesses and individuals through its two banking offices located in Sarasota County, Florida.



Critical Accounting Policy



The Companys financial condition and results of operations are sensitive to accounting measurements and estimates of matters that are inherently uncertain. When applying accounting policies in areas that are subjective in nature, the
Company must use its best judgment to arrive at the carrying value of certain assets. The most critical accounting policy applied is related to the valuation of the loan portfolio.



The Bank has structured a methodology for monitoring and analyzing the adequacy of its Allowance for Loan and Lease Losses.
The Analysis Methodology is predicated on guidelines contained in the Comptrollers Manual section Allowance for Loan and Lease Losses. The allowance is an amount that management believes will be adequate to absorb estimated losses
on existing loans that may become uncollectible, based on an evaluation of the potential for collection of certain specific loans and prior loss experience. This evaluation also takes into consideration such factors as changes in the nature and
volume of the loan portfolio, overall portfolio quality, a review of specific problem loans and current economic conditions that may affect the borrowers ability to pay.



The Banks management realizes that the recognition of problem loans in a timely fashion is very important to the
process. As such, the Bank maintains a loan review process, along with continuous monitoring of past due loans, changes in economic conditions and other events that may negatively impact a borrower or the borrowing base collectively.



The Bank assigns a risk rating to all commercial loans, all commercial
mortgages where the customers aggregate exposure is $25,000 or more and all residential mortgages of $150,000 or more. There are also homogenous categories such as consumer, home equity lines and residential real estate loans below $150,000.
These homogenous categories are monitored solely on the basis of performance.



All loans with specific risk ratings are monitored for performance and the ratings are subject to change based on: 1) the deterioration of performance regarding timely payments, 2) changes in the financial condition
of the borrowers as reflected in financial statements, tax returns, credit bureau reports, etc.



Because the calculation of the allowance for loan losses relies on estimates and judgments relating to inherently events, results may differ from the
Companys estimates.



13



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



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

and Results of Operations, Continued



Liquidity and Capital Resources



The Companys primary sources of cash during the six months ended June 30, 2005 were from net deposit inflows of $22.5 million, proceeds from the
repayment of securities available for sale of $761,000 and net cash provided by operations of $736,000. Cash was used primarily to originate loans, net of principal repayments, totaling $14.6 million.



Off-Balance-Sheet Financial Instruments



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 are unused lines of credit, commitments to extend credit and standby letters of credit and may involve, to varying degrees, elements of credit
and interest-rate risk in excess of the amount recognized in the consolidated balance sheet. The contract amounts of these instruments reflect the extent of involvement the Company has in these 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 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 some of the commitments are expected to
expire without being drawn upon, the total commitment 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 deemed
necessary by the Company upon extension of credit is based on managements credit evaluation of the counterparty.



Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party, and to
support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan
facilities to customers. The Company generally holds collateral supporting those commitments.



A summary of the Companys financial instruments, with off-balance sheet risk at June 30, 2005 follows (in thousands):



|                                       |  |                |       
|-------------------------------------- |  | -------------- | ------
|                                       |  | ContractAmount
|Commitments to extend credit           |  | $              | 3,632 
|                                       |  |                |       
|Unused line of credit and construction |  | $              | 26,838
|                                       |  |                |       
|Standby letters of credit              |  | $              | 877   
|                                       |  |                |       



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.





14



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



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

and Results of Operations, Continued



Results of Operations



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



|                                                                                                |  |                             |   |  |                            |   |  |                             |  
|----------------------------------------------------------------------------------------------- |  | --------------------------- | - |  | -------------------------- | - |  | --------------------------- | -
|                                                                                                |  | Six MonthsEndedJune 30,2005 |   |  | Year EndedDecember 31,2004 |   |  | Six MonthsEndedJune 30,2004 |  
|Average equity as a percentage of average assets                                                |  | 12.68                       | % |  | 8.70                       | % |  | 8.78                        | %
|Equity to total assets at end of period                                                         |  | 11.46                       | % |  | 13.67                      | % |  | 8.02                        | %
|Return on average assets (1)                                                                    |  | .71                         | % |  | .49                        | % |  | 0.29                        | %
|Return on average equity (1)                                                                    |  | 5.53                        | % |  | 5.56                       | % |  | 3.33                        | %
|Noninterest expenses to average assets (1)                                                      |  | 2.25                        | % |  | 2.40                       | % |  | 2.55                        | %
|Nonperforming loans and foreclosed real estate as a percentage of total assets at end of period |  |                            | % |  |                           | % |  |                            | %

---

|(1) | Annualized for the six month periods.
|--- | -------------------------------------



15



---

##### Table of Contents

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.



|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|-------------------------------------------------------------------------------- |  | --------------------------- | ------- | -------------------- | ---- | ----------------- |  | ---- | -------------- |  | -------------------- | ------ | ----------------- | - | ----- |  | ---- | -
|                                                                                 |  | Three Months Ended June 30, |        
|                                                                                 |  | 2005                        |         |                      | 2004 |                  
|                                                                                 |  | AverageBalance              |         | InterestandDividends |      | AverageYield/Rate |  |      | AverageBalance |  | InterestandDividends |        | AverageYield/Rate |  
|                                                                                 |  | (Dollars in thousands)      |        
|Interest-earning assets:                                                         |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Loans                                                                            |  | $                           | 93,254  |                      | $    | 1,506             |  | 6.44 | %              |  | $                    | 68,714 |                   | $ | 1,000 |  | 5.84 | %
|Securities                                                                       |  |                             | 8,783   |                      |      | 86                |  | 3.92 |                |  |                      | 10,539 |                   |   | 88    |  | 3.35 |  
|Other interest-earning assets (1)                                                |  |                             | 7,368   |                      |      | 59                |  | 3.20 |                |  |                      | 4,119  |                   |   | 18    |  | 1.76 |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total interest-earning assets                                                    |  |                             | 109,405 |                      |      | 1,651             |  | 6.04 |                |  |                      | 83,372 |                   |   | 1,106 |  | 5.32 |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Noninterest-earning assets                                                       |  |                             | 5,361   |                      |      |                   |  |      |                |  |                      | 5,509  |                   |   |       |  |      |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total assets                                                                     |  | $                           | 114,766 |                      |      |                   |  |      |                |  | $                    | 88,881 |                   |   |       |  |      |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Interest-bearing liabilities:                                                    |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Savings, NOW, money-market deposit accounts                                      |  |                             | 38,992  |                      |      | 180               |  | 1.85 |                |  |                      | 39,644 |                   |   | 153   |  | 1.55 |  
|Time deposits                                                                    |  |                             | 51,069  |                      |      | 457               |  | 3.58 |                |  |                      | 33,817 |                   |   | 250   |  | 2.97 |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total interest-bearing deposits                                                  |  |                             | 90,061  |                      |      | 637               |  | 2.83 |                |  |                      | 73,461 |                   |   | 403   |  | 2.20 |  
|                                                                                 |  |                             |         |                      |      |                  
|Federal funds purchased (2)                                                      |  |                             | 292     |                      |      | 3                 |  | 4.11 |                |  |                      | 596    |                   |   |      |  |     |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total interest-bearing liabilities                                               |  |                             | 90,353  |                      |      | 640               |  | 2.84 |                |  |                      | 74,057 |                   |   | 403   |  | 2.19 |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Noninterest-bearing deposits                                                     |  |                             | 10,014  |                      |      |                   |  |      |                |  |                      | 7,140  |                   |   |       |  |      |  
|Noninterest-bearing liabilities                                                  |  |                             | 488     |                      |      |                   |  |      |                |  |                      | 130    |                   |   |       |  |      |  
|Stockholders equity                                                             |  |                             | 13,911  |                      |      |                   |  |      |                |  |                      | 7,554  |                   |   |       |  |      |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total liabilities and stockholders equity                                       |  | $                           | 114,766 |                      |      |                   |  |      |                |  | $                    | 88,881 |                   |   |       |  |      |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Net interest income                                                              |  |                             |         |                      | $    | 1,011             |  |      |                |  |                      |        |                   | $ | 703   |  |      |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Interest-rate spread (3)                                                         |  |                             |         |                      |      |                   |  | 3.20 | %              |  |                      |        |                   |   |       |  | 3.13 | %
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Net interest margin (4)                                                          |  |                             |         |                      |      |                   |  | 3.70 | %              |  |                      |        |                   |   |       |  | 3.39 | %
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                             | 1.21    |                      |      |                   |  |      |                |  |                      | 1.13   |                   |   |       |  |      |  
|                                                                                 |  |                             |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  

---

|(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.
|--- | --------------------------------------------------------------------------------------



16



---

##### Table of Contents

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.



|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|-------------------------------------------------------------------------------- |  | ------------------------- | ------- | -------------------- | ---- | ----------------- |  | ---- | -------------- |  | -------------------- | ------ | ----------------- | - | ----- |  | ---- | -
|                                                                                 |  | Six Months Ended June 30, |        
|                                                                                 |  | 2005                      |         |                      | 2004 |                  
|                                                                                 |  | AverageBalance            |         | InterestandDividends |      | AverageYield/Rate |  |      | AverageBalance |  | InterestandDividends |        | AverageYield/Rate |  
|                                                                                 |  | (Dollars in thousands)    |        
|Interest-earning assets:                                                         |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Loans                                                                            |  | $                         | 90,021  |                      | $    | 2,858             |  | 6.35 | %              |  | $                    | 65,128 |                   | $ | 1,907 |  | 5.87 | %
|Securities                                                                       |  |                           | 9,005   |                      |      | 176               |  | 3.91 |                |  |                      | 10,458 |                   |   | 192   |  | 3.68 |  
|Other interest-earning assets (1)                                                |  |                           | 5,270   |                      |      | 80                |  | 3.04 |                |  |                      | 4,921  |                   |   | 30    |  | 1.22 |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total interest-earning assets                                                    |  |                           | 104,296 |                      |      | 3,114             |  | 5.98 |                |  |                      | 80,507 |                   |   | 2,129 |  | 5.30 |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Noninterest-earning assets                                                       |  |                           | 5,188   |                      |      |                   |  |      |                |  |                      | 5,162  |                   |   |       |  |      |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total assets                                                                     |  | $                         | 109,484 |                      |      |                   |  |      |                |  | $                    | 85,669 |                   |   |       |  |      |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Interest-bearing liabilities:                                                    |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Savings, NOW, money-market deposit accounts                                      |  |                           | 39,694  |                      |      | 357               |  | 1.80 |                |  |                      | 40,534 |                   |   | 312   |  | 1.54 |  
|Time deposits                                                                    |  |                           | 45,472  |                      |      | 774               |  | 3.41 |                |  |                      | 30,263 |                   |   | 454   |  | 3.01 |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total interest-bearing deposits                                                  |  |                           | 85,166  |                      |      | 1,131             |  | 2.66 |                |  |                      | 70,797 |                   |   | 766   |  | 2.17 |  
|                                                                                 |  |                           |         |                      |      |                  
|Federal funds purchased (2)                                                      |  |                           | 321     |                      |      | 5                 |  | 3.12 |                |  |                      | 556    |                   |   | 1     |  | .36  |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total interest-bearing liabilities                                               |  |                           | 85,487  |                      |      | 1,136             |  | 2.66 |                |  |                      | 71,353 |                   |   | 767   |  | 2.16 |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Noninterest-bearing deposits                                                     |  |                           | 9,703   |                      |      |                   |  |      |                |  |                      | 6,662  |                   |   |       |  |      |  
|Noninterest-bearing liabilities                                                  |  |                           | 418     |                      |      |                   |  |      |                |  |                      | 130    |                   |   |       |  |      |  
|Stockholders equity                                                             |  |                           | 13,876  |                      |      |                   |  |      |                |  |                      | 7,524  |                   |   |       |  |      |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Total liabilities and stockholders equity                                       |  | $                         | 109,484 |                      |      |                   |  |      |                |  | $                    | 85,669 |                   |   |       |  |      |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Net interest income                                                              |  |                           |         |                      | $    | 1,978             |  |      |                |  |                      |        |                   | $ | 1,362 |  |      |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Interest-rate spread (3)                                                         |  |                           |         |                      |      |                   |  | 3.32 | %              |  |                      |        |                   |   |       |  | 3.14 | %
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Net interest margin (4)                                                          |  |                           |         |                      |      |                   |  | 3.80 | %              |  |                      |        |                   |   |       |  | 3.40 | %
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                           | 1.22    |                      |      |                   |  |      |                |  |                      | 1.13   |                   |   |       |  |      |  
|                                                                                 |  |                           |         |                      |      |                   |  |      |                |  |                      |        |                   |   |       |  |      |  

---

|(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.
|--- | --------------------------------------------------------------------------------------



17



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Comparison of the Three-Month Periods Ended June 30, 2005 and 2004



General. Net earnings applicable to common shareholders for
the three months ended June 30, 2005 was $93,000, or $.13 basic and $.12 diluted earnings per share, compared to net earnings applicable to common shareholders of $35,000, or $.05 basic and diluted earnings per share, for the three months ended June
30, 2004. The increase in the Companys net earnings applicable to common shareholders 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 $545,000 from
$1,106,000 for the three months ended June 30, 2004 to $1,651,000 for the three months ended June 30, 2005. Interest income on loans increased $506,000, primarily due to an increase in the average loan portfolio balance from $68.7 million for the
three months ended June 30, 2004 to $93.3 million for the comparable period in 2005. The weighted average yield on loans also increased in 2005. Interest on securities decreased $2,000, primarily due to a decrease in the average securities balance
to $8.8 million in 2005 from $10.5 million in 2004 which was partially offset by an increase in the average yield to 3.92% in 2005 from 3.35% in 2004.



Interest expense on interest-bearing deposits increased to $637,000 for the three months ended June 30, 2005 compared to $403,000 for the three months ended June 30,
2004. Interest expense on interest-bearing deposits increased primarily due to the increase in the average balance from $73.5 million in 2004 to $90.1 million in 2005. The weighted average rate paid also increased in 2005.



Provision for Loan Losses. The provision for loan losses is charged to earnings
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 $60,000 for the three months ended June 30, 2005
compared to $81,000 for the comparable period in 2004. Management believes the balance in the allowance for loan losses of $1,044,000 at June 30, 2005 is adequate.



Noninterest Income.Noninterest income decreased to $25,000 during the three month period ended June 30, 2005 compared to
$27,000 for the same period in 2004.



Noninterest Expenses.
Noninterest expenses increased $88,000, or 16.4%, during the three-month period ended June 30, 2005 compared to the same period in 2004, primarily due to the growth of the Company.



Income Taxes. The income taxes for the three months ended June 30, 2005 was $133,000 (an effective rate of 38%) compared to
income taxes of $43,000 (an effective rate of 38%) for the comparable 2004 period.



18



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Comparison of the Six-Month Periods Ended June 30, 2005 and 2004



General. Net earnings applicable to common shareholders for
the six months ended June 30, 2005 was $136,000, or $.18 basic and diluted earnings per share compared to a net earnings applicable to common shareholders of $49,000, or $.07 basic and diluted earnings per share, for the six months ended June 30,
2004. The increase in the Companys net earnings applicable to common shareholders 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 to $3,114,000 for the
six months ended June 30, 2005, from $2,129,000 for the six months ended June 30, 2004. Interest income on loans increased $951,000, primarily due to an increase in the average loan portfolio balance from $65.1 million for the six months ended June
30, 2004 to $90.0 million for the comparable period in 2005. The weighted average yield on loans also increased in 2005. Interest on securities decreased $16,000, primarily due to a decrease in the average securities balance to $9.0 million in 2005
from $10.5 million in 2004, which was partially offset by an increase in the weighted average yield from 3.68% in 2004 to 3.91% in 2005.



Interest expense on interest-bearing deposits increased to $1,131,000 for the six months ended June 30, 2005 compared to $766,000 for the six months ended June 30, 2004.
Interest expense on interest-bearing deposits increased primarily due to an increase in the average balance from $70.8 million in 2004 to $85.1 million in 2005. The weighted average rate paid on interest bearing deposits also increased in 2005.



Provision for Loan Losses. The provision for loan losses is
charged to earnings 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 $180,000 for the six months ended
June 30, 2005 compared to $122,000 for the comparable period in 2004. Management believes the balance in the allowance for loan losses of $1,044,000 at June 30, 2005 is adequate.



Noninterest Income.Noninterest income decreased to $50,000 during the six month period ended June 30, 2005 compared to
$55,000 for the same period in 2004.



Noninterest Expenses.
Noninterest expenses increased $136,000, or 12.4%, during the six-month period ended June 30, 2005 compared to the same period in 2004, primarily due to the growth of the Company.



Income Taxes. Income taxes for the six months ended June 30, 2005 was $235,000 (an effective rate of 38%) compared to income
taxes of $77,000 (an effective rate of 38%) for the comparable 2004 period.



19



---

##### Table of Contents

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 as of June 30, 2005, the Chief Executive and Chief Financial officers of the Company concluded that the Companys disclosure controls and procedures were effective.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Changes in internal controls. There were no significant changes in the Companys internal control over financial reporting during the Companys last fiscal quarter
that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PART II. OTHER INFORMATION



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



The 2005 Annual Meeting of Shareholders (the Annual Meeting) of SunCoast Bancorp, Inc., was held on May 10, 2005, to consider the election of eight directors. Shareholders elected eight directors with
terms expiring at the Annual Meeting in 2006.



At the Annual Meeting, 510,452
shares were present in person or by proxy. Listed below are the directors that were elected at the Annual Meeting and a summary of the votes cast for each nominee:



|                        |  |         |  |         
|----------------------- |  | ------- |  | --------
|                        |  | For     |  | Withheld
|Larry Berberich         |  | 510,452 |  |        
|Henry E. Black, M.D.    |  | 510,452 |  |        
|H.R. Foxworthy          |  | 510,452 |  |        
|William P. Gnerre       |  | 510,452 |  |        
|James C. Rutledge       |  | 510,452 |  |        
|John T. Stafford        |  | 502,577 |  | 7,875   
|Dr. Stanley A. Williams |  | 510,452 |  |        
|Roy A. Yahraus          |  | 510,452 |  |        



20



---

##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY



PART II. OTHER INFORMATION, CONTINUED



Item 6. Exhibits



The following exhibits are
filed with this report:



|            |  |                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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).                                                                       
|            | 
|3.1.1       |  | Articles of Amendment of the Restated Articles of Incorporation of SunCoast Bancorp, Inc. establishing Convertible Preferred Stock (Incorporated by reference to Exhibit 3.3 of the Form 10-QSB
filed by SunCoast for the quarter ended June 30, 2003).         
|            | 
|3.1.2       |  | Articles of Amendment of the Restated Articles of Incorporation of SunCoast Bancorp, Inc. establishing 2004 Convertible Preferred Stock. (Incorporated by reference to Exhibit 3.1.2 of the
Form 10-QSB filed by SunCoast for the quarter ended March 31, 2005).
|            | 
|3.2         |  | Bylaws of SunCoast Bancorp, Inc. (Incorporated by reference to Exhibit 3.2 to the Registration Statement).                                                                                                                                                      
|            | 
|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                                                                                                                   



21



---

##### Table of Contents

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: August 9, 2005 |  | By:                    |  | /s/ John T. Stafford                                   
|                     |  |                        |  | John T. Stafford, President and Chief Executive Officer
|                     |  |                       
|Date: August 9, 2005 |  | By:                    |  | /s/ John S. Wilks                                      
|                     |  |                        |  | John S. Wilks, Chief Financial Officer                 
|                     |  |                        |  | (Principal Financial Officer and Principal             
|                     |  |                        |  | Accounting Officer)                                    



22