---



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 March 31, 2004



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



For the transition period from
 to



Commission file number 333-70231



SUNCOAST BANCORP, INC.

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



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Florida                                                       |  | 65-0827141                         
|(State or Other Jurisdictionof Incorporation or Organization) |  | (I.R.S. EmployerIdentification No.)



8592 Potter Park
Drive, Suite 200

Sarasota, Florida 34238

(Address of Principal Executive Offices)



(941) 923-0500

(Issuers Telephone Number, Including Area Code)



___________________________________________________

(Former Name, Former Address and Former Fiscal Year, if Changed

Since Last Report)



Check whether the issuer: (1) filed all reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days:



YES x NO ̈



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



|                                       |  |                              
|-------------------------------------- |  | -----------------------------
|Common stock, par value $.01 per share |  | 700,000 shares               
|(class)                                |  | Outstanding at April 22, 2004



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



---





---

SUNCOAST BANCORP, INC. AND SUBSIDIARY



INDEX



|                                                                                                                             |  |      
|---------------------------------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                                             |  | Page 
|PART I. FINANCIAL INFORMATION                                                                                                |  |      
|                                                                                                                             | 
|Item 1. Financial Statements                                                                                                 |  |      
|                                                                                                                             | 
|Condensed Consolidated Balance Sheets -At March 31, 2004 (unaudited) and At December 31, 2003                                |  | 2    
|                                                                                                                             | 
|Condensed Consolidated Statements of Operations -Three Months Ended March 31, 2004 and 2003 (unaudited)                      |  | 3    
|                                                                                                                             | 
|Condensed Consolidated Statements of Changes in Stockholders Equity -Three Months Ended March 31, 2004 and 2003 (unaudited) |  | 4    
|                                                                                                                             | 
|Condensed Consolidated Statements of Cash Flows -Three Months Ended March 31, 2004 and 2003 (unaudited)                      |  | 5    
|                                                                                                                             | 
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                             |  | 6-9  
|                                                                                                                             | 
|Review by Independent Accountants                                                                                            |  | 10   
|                                                                                                                             | 
|Independent Accountants Report                                                                                              |  | 11   
|                                                                                                                             | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                                |  | 12-15
|                                                                                                                             | 
|Item 3. Controls and Procedures                                                                                              |  | 16   
|                                                                                                                             | 
|PART II. OTHER INFORMATION                                                                                                   |  |      
|                                                                                                                             | 
|Item 1. Legal Proceedings                                                                                                    |  | 16   
|                                                                                                                             | 
|Item 6. Exhibits and Reports on Form 8-K                                                                                     |  | 17   
|                                                                                                                             | 
|SIGNATURES                                                                                                                   |  | 18   



1



---

SUNCOAST BANCORP, INC. AND SUBSIDIARY



PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------



Condensed Consolidated Balance Sheets

($ in thousands, except per share amounts)



|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ---------------- | ------ | -
|                                                                                                                                                                                       |  | March 31,2004 |        |   | December 31,2003 |       
|                                                                                                                                                                                       |  | (Unaudited)   |        |   |                  |       
|Assets                                                                                                                                                                                 |  |               |        |   |                  |        |  
|Cash and due from banks                                                                                                                                                                |  | $             | 4,286  |   |                  | 3,580  |  
|Interest-bearing deposits with banks                                                                                                                                                   |  |               | 501    |   |                  | 507    |  
|Federal funds sold                                                                                                                                                                     |  |               | 3,457  |   |                  | 6,326  |  
|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|Total cash and cash equivalents                                                                                                                                                        |  |               | 8,244  |   |                  | 10,413 |  
|Securities available for sale                                                                                                                                                          |  |               | 11,935 |   |                  | 10,133 |  
|Loans, net of allowance for loan losses of $695 and $654                                                                                                                               |  |               | 65,728 |   |                  | 60,460 |  
|Premises and equipment, net                                                                                                                                                            |  |               | 439    |   |                  | 344    |  
|Federal Reserve Bank stock, at cost                                                                                                                                                    |  |               | 219    |   |                  | 219    |  
|Federal Home Loan Bank stock, at cost                                                                                                                                                  |  |               | 229    |   |                  | 151    |  
|Accrued interest receivable                                                                                                                                                            |  |               | 324    |   |                  | 250    |  
|Deferred tax assets                                                                                                                                                                    |  |               | 605    |   |                  | 673    |  
|Other assets                                                                                                                                                                           |  |               | 148    |   |                  | 123    |  
|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|Total assets                                                                                                                                                                           |  | $             | 87,871 |   |                  | 82,766 |  
|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|Liabilities and Stockholders Equity                                                                                                                                                   |  |               |        |   |                  |        |  
|Liabilities:                                                                                                                                                                           |  |               |        |   |                  |        |  
|Noninterest-bearing demand deposits                                                                                                                                                    |  |               | 8,615  |   |                  | 6,284  |  
|Savings and NOW deposits                                                                                                                                                               |  |               | 6,954  |   |                  | 5,680  |  
|Money-market deposits                                                                                                                                                                  |  |               | 31,745 |   |                  | 38,587 |  
|Time deposits                                                                                                                                                                          |  |               | 32,345 |   |                  | 24,126 |  
|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|Total deposits                                                                                                                                                                         |  |               | 79,659 |   |                  | 74,677 |  
|Other borrowings                                                                                                                                                                       |  |               | 501    |   |                  | 501    |  
|Other liabilities                                                                                                                                                                      |  |               | 190    |   |                  | 136    |  
|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|Total liabilities                                                                                                                                                                      |  |               | 80,350 |   |                  | 75,314 |  
|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|Stockholders equity:                                                                                                                                                                  |  |               |        |   |                  |        |  
|Preferred stock, $.01 par value, 3,000,000 shares authorized, of which 300,000 designated as convertible preferred stock, $10 liquidation
value, 225,400 shares issued and outstanding |  |               | 2      |   |                  | 2      |  
|Common stock, $.01 par value 10,000,000 shares authorized, 700,000 shares issued and outstanding                                                                                       |  |               | 7      |   |                  | 7      |  
|Additional paid-in capital                                                                                                                                                             |  |               | 8,611  |   |                  | 8,611  |  
|Accumulated deficit                                                                                                                                                                    |  |               | (1,111 | ) |                  | (1,125 | )
|Accumulated other comprehensive income (loss)                                                                                                                                          |  |               | 12     |   |                  | (43    | )
|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|Total stockholders equity                                                                                                                                                             |  |               | 7,521  |   |                  | 7,452  |  
|                                                                                                                                                                                       |  |               |        |   |                  |        |  
|Total liabilities and stockholders equity                                                                                                                                             |  | $             | 87,871 |   |                  | 82,766 |  
|                                                                                                                                                                                       |  |               |        |   |                  |        |  



See Accompanying Notes
to Condensed Consolidated Financial Statements.



2



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Operations

($ in thousands, except per share amounts)

(Unaudited)



|                                                      |  |                            |       |   |      |      |  
|----------------------------------------------------- |  | -------------------------- | ----- | - | ---- | ---- | -
|                                                      |  | Three MonthsEndedMarch 31, |      
|                                                      |  | 2004                       |       |   | 2003 |     
|Interest income:                                      |  |                            |       |   |      |      |  
|Loans                                                 |  | $                          | 907   |   |      | 685  |  
|Securities                                            |  |                            | 104   |   |      | 95   |  
|Other                                                 |  |                            | 12    |   |      | 15   |  
|                                                      |  |                            |       |   |      |      |  
|Total interest income                                 |  |                            | 1,023 |   |      | 795  |  
|                                                      |  |                            |       |   |      |      |  
|Interest expense:                                     |  |                            |       |   |      |      |  
|Deposits                                              |  |                            | 363   |   |      | 304  |  
|Other borrowings                                      |  |                            | 1     |   |      | 2    |  
|                                                      |  |                            |       |   |      |      |  
|Total interest expense                                |  |                            | 364   |   |      | 306  |  
|                                                      |  |                            |       |   |      |      |  
|Net interest income                                   |  |                            | 659   |   |      | 489  |  
|Provision for loan losses                             |  |                            | 41    |   |      | 21   |  
|                                                      |  |                            |       |   |      |      |  
|Net interest income after provision for loan losses   |  |                            | 618   |   |      | 468  |  
|                                                      |  |                            |       |   |      |      |  
|Noninterest income:                                   |  |                            |       |   |      |      |  
|Service charges on deposit accounts                   |  |                            | 13    |   |      | 9    |  
|Other service charges and fees                        |  |                            | 14    |   |      | 12   |  
|Gain on sale of securities available for sale         |  |                            |      |   |      | 3    |  
|Other                                                 |  |                            | 1     |   |      | 1    |  
|                                                      |  |                            |       |   |      |      |  
|Total noninterest income                              |  |                            | 28    |   |      | 25   |  
|                                                      |  |                            |       |   |      |      |  
|Noninterest expense:                                  |  |                            |       |   |      |      |  
|Salaries and employee benefits                        |  |                            | 316   |   |      | 267  |  
|Occupancy and equipment                               |  |                            | 94    |   |      | 82   |  
|Professional fees                                     |  |                            | 49    |   |      | 55   |  
|Data processing                                       |  |                            | 36    |   |      | 29   |  
|Stationery and supplies                               |  |                            | 24    |   |      | 19   |  
|Other                                                 |  |                            | 37    |   |      | 51   |  
|                                                      |  |                            |       |   |      |      |  
|Total noninterest expense                             |  |                            | 556   |   |      | 503  |  
|                                                      |  |                            |       |   |      |      |  
|Earnings (loss) before income taxes                   |  |                            | 90    |   |      | (10  | )
|Income taxes (benefit)                                |  |                            | 34    |   |      | (4   | )
|                                                      |  |                            |       |   |      |      |  
|Net earnings (loss)                                   |  |                            | 56    |   |      | (6   | )
|Preferred stock dividend                              |  |                            | (42   | ) |      |     |  
|                                                      |  |                            |       |   |      |      |  
|Net earnings (loss) applicable to common stockholders |  | $                          | 14    |   |      | (6   | )
|                                                      |  |                            |       |   |      |      |  
|Earnings (loss) per share, basic and diluted          |  | $                          | .02   |   |      | (.01 | )
|                                                      |  |                            |       |   |      |      |  
|Dividends per share                                   |  |                            |      |   |      |     |  
|                                                      |  |                            |       |   |      |      |  



See Accompanying Notes
to Condensed Consolidated Financial Statements.



3



---

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Changes in Stockholders Equity



For the Three Months Ended March 31, 2004 and 2003

(In thousands)



|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|---------------------------------------------------------------------------------------- |  | -------------- | - | ----------- | - | ------------------------ | ----- | ------------------ | ------ | - | --------------------------------------------- | --- | - | ------------------------ | ----- | -
|                                                                                         |  | PreferredStock |   | CommonStock |   | AdditionalPaid-InCapital |       | AccumulatedDeficit |        |   | AccumulatedOther Compre-hensive Income (Loss) |     |   | TotalStockholdersEquity |      
|Balance at December 31, 2002                                                             |  | $              |  |             | 7 |                          | 6,394 |                    | (1,224 | ) |                                               | 80  |   |                          | 5,257 |  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Comprehensive income (loss):                                                             |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Net loss (unaudited)                                                                     |  |                |  |             |  |                          |      |                    | (6     | ) |                                               |    |   |                          | (6    | )
|Net change in unrealized gain on securities available for sale, net of taxes (unaudited) |  |                |  |             |  |                          |      |                    |       |   |                                               | (30 | ) |                          | (30   | )
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Comprehensive income (loss) (unaudited)                                                  |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          | (36   | )
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Balance at March 31, 2003 (unaudited)                                                    |  | $              |  |             | 7 |                          | 6,394 |                    | (1,230 | ) |                                               | 50  |   |                          | 5,221 |  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Balance at December 31, 2003                                                             |  | $              | 2 |             | 7 |                          | 8,611 |                    | (1,125 | ) |                                               | (43 | ) |                          | 7,452 |  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Comprehensive income (loss):                                                             |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Net earnings (unaudited)                                                                 |  |                |  |             |  |                          |      |                    | 56     |   |                                               |    |   |                          | 56    |  
|Net change in unrealized gain on securities available for sale, net of taxes (unaudited) |  |                |  |             |  |                          |      |                    |       |   |                                               | 55  |   |                          | 55    |  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Comprehensive income (unaudited)                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          | 111   |  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Preferred stock dividend (unaudited)                                                     |  |                |  |             |  |                          |      |                    | (42    | ) |                                               |    |   |                          | (42   | )
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  
|Balance at March 31, 2004 (unaudited)                                                    |  | $              | 2 |             | 7 |                          | 8,611 |                    | (1,111 | ) |                                               | 12  |   |                          | 7,521 |  
|                                                                                         |  |                |   |             |   |                          |       |                    |        |   |                                               |     |   |                          |       |  



See Accompanying Notes
to Condensed Consolidated Financial Statements.



4



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



|                                                                                                                          |  |                             |        |   |      |        |  
|------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | ------ | -
|                                                                                                                          |  | Three Months EndedMarch 31, |       
|                                                                                                                          |  | 2004                        |        |   | 2003 |       
|Cash flows from operating activities:                                                                                     |  |                             |        |   |      |        |  
|Net earnings (loss)                                                                                                       |  | $                           | 56     |   |      | (6     | )
|Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:                                |  |                             |        |   |      |        |  
|Depreciation and amortization                                                                                             |  |                             | 35     |   |      | 31     |  
|Provision for loan losses                                                                                                 |  |                             | 41     |   |      | 21     |  
|Net amortization of deferred loan costs                                                                                   |  |                             | 8      |   |      | 18     |  
|Deferred income taxes (benefit)                                                                                           |  |                             | 34     |   |      | (4     | )
|Gain on sale of securities available for sale                                                                             |  |                             |       |   |      | (3     | )
|Writedown of foreclosed real estate                                                                                       |  |                             |       |   |      | 17     |  
|(Increase) decrease in accrued interest receivable                                                                        |  |                             | (74    | ) |      | 21     |  
|(Increase) decrease in other assets                                                                                       |  |                             | (25    | ) |      | 35     |  
|Increase in other liabilities                                                                                             |  |                             | 12     |   |      | 7      |  
|                                                                                                                          |  |                             |        |   |      |        |  
|Net cash provided by operating activities                                                                                 |  |                             | 87     |   |      | 137    |  
|                                                                                                                          |  |                             |        |   |      |        |  
|Cash flows from investing activities:                                                                                     |  |                             |        |   |      |        |  
|Purchase of securities available for sale                                                                                 |  |                             | (2,031 | ) |      | (1,025 | )
|Repayment of securities available for sale                                                                                |  |                             | 318    |   |      | 655    |  
|Proceeds from sale of securities available for sale                                                                       |  |                             |       |   |      | 1,003  |  
|Purchase of Federal Home Loan Bank stock                                                                                  |  |                             | (78    | ) |      | (68    | )
|Net increase in loans                                                                                                     |  |                             | (5,317 | ) |      | (3,070 | )
|Purchase of premises and equipment                                                                                        |  |                             | (130   | ) |      | (6     | )
|                                                                                                                          |  |                             |        |   |      |        |  
|Net cash used in investing activities                                                                                     |  |                             | (7,238 | ) |      | (2,511 | )
|                                                                                                                          |  |                             |        |   |      |        |  
|Cash flows from financing activities:                                                                                     |  |                             |        |   |      |        |  
|Net increase in deposits                                                                                                  |  |                             | 4,982  |   |      | 1,288  |  
|Net increase in other borrowings                                                                                          |  |                             |       |   |      | 2      |  
|                                                                                                                          |  |                             |        |   |      |        |  
|Net cash provided by financing activities                                                                                 |  |                             | 4,982  |   |      | 1,290  |  
|                                                                                                                          |  |                             |        |   |      |        |  
|Net decrease in cash and cash equivalents                                                                                 |  |                             | (2,169 | ) |      | (1,084 | )
|Cash and cash equivalents at beginning of period                                                                          |  |                             | 10,413 |   |      | 9,983  |  
|                                                                                                                          |  |                             |        |   |      |        |  
|Cash and cash equivalents at end of period                                                                                |  | $                           | 8,244  |   |      | 8,899  |  
|                                                                                                                          |  |                             |        |   |      |        |  
|Supplemental disclosure of cash flow information:                                                                         |  |                             |        |   |      |        |  
|Cash paid during the period for- Interest                                                                                 |  | $                           | 347    |   |      | 319    |  
|                                                                                                                          |  |                             |        |   |      |        |  
|Noncash transactions:                                                                                                     |  |                             |        |   |      |        |  
|Accumulated other comprehensive income (loss), net change in unrealized gain on securities available for sale, net of tax |  | $                           | 55     |   |      | (30    | )
|                                                                                                                          |  |                             |        |   |      |        |  
|Preferred stock dividends payable                                                                                         |  | $                           | 42     |   |      |       |  
|                                                                                                                          |  |                             |        |   |      |        |  



See Accompanying Notes
to Condensed Consolidated Financial Statements.



5



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited)



(1) Description of Business and Basis of Presentation



General. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary to present
fairly the financial position at March 31, 2004 and the results of operations and cash flows for the three-month periods ended March 31, 2004 and 2003. The results of operations for the three months ended March 31, 2004 are not necessarily
indicative of the results to be expected for the year ending December 31, 2004.



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



(2) Loan Impairment and Loan Losses



No loans were identified as impaired at or during the three months ended March 31, 2003 and 2004.



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



|                                |  |                             |     |      |    
|------------------------------- |  | --------------------------- | --- | ---- | ---
|                                |  | Three Months EndedMarch 31,
|                                |  | 2004                        |     | 2003
|Balance at beginning of period  |  | $                           | 654 |      | 518
|Provision charged to operations |  |                             | 41  |      | 21 
|                                |  |                             |     |      |    
|Balance at end of period        |  | $                           | 695 |      | 539
|                                |  |                             |     |      |    



There were no
nonaccrual loans or loans past due ninety days or more, but still accruing at March 31, 2003 and 2004.



(continued)



6



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Notes to Condensed Consolidated Financial Statements (unaudited), Continued



(3) Loss 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. In 2004, outstanding common stock options were considered dilutive securities for purposes of calculating diluted EPS which is computed using the treasury stock method. In 2003, because of losses stock options were
antidilutive. 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):



|                                                                      |  |                                  |    |                        |         |                |   |    
|--------------------------------------------------------------------- |  | -------------------------------- | -- | ---------------------- | ------- | -------------- | - | ---
|                                                                      |  | Three Months Ended March 31,2004
|                                                                      |  | Earnings                         |    | Weighted-AverageShares |         | PerShareAmount
|Basic EPS:                                                            |  |                                  |    |                        |         |                |   |    
|Net earnings available to common stockholders                         |  | $                                | 14 |                        | 700,000 |                | $ | .02
|                                                                      |  |                                  |    |                        |         |                |   |    
|Effect of dilutive securities-                                        |  |                                  |    |                        |         |                |   |    
|Incremental shares from assumed conversion of options                 |  |                                  |   |                        | 270     |                |   |    
|                                                                      |  |                                  |    |                        |         |                |   |    
|Diluted EPS:                                                          |  |                                  |    |                        |         |                |   |    
|Net earnings available to common stockholders and assumed conversions |  | $                                | 14 |                        | 700,270 |                | $ | .02
|                                                                      |  |                                  |    |                        |         |                |   |    



(continued)



7



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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. A total of 28,000 shares of common stock have been reserved under this Plan. At March 31, 2004, 2,000 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. A total of 42,000 shares of common stock have been reserved under this Plan. At March 31, 2004, all stock options have been granted
under this plan ($ in thousands except per share information).



|                                                    |  |                 |  |                             |       |                                |       |                      |    
|--------------------------------------------------- |  | --------------- |  | --------------------------- | ----- | ------------------------------ | ----- | -------------------- | ---
|                                                    |  | Number ofShares |  | Rangeof PerShareOptionPrice |       | Weighted-AveragePer SharePrice |       | AggregateOptionPrice
|Outstanding at December 31, 2003 and March 31, 2004 |  | 68,000          |  | $                           | 10.00 |                                | 10.00 |                      | 680
|                                                    |  |                 |  |                             |       |                                |       |                      |    



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



|                                                                                                                                       |  |                            |     |   |      |      |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | --- | - | ---- | ---- | -
|                                                                                                                                       |  | Three MonthsEndedMarch 31, |    
|                                                                                                                                       |  | 2004                       |     |   | 2003 |     
|Net earnings (loss) applicable to common stockholders, as reported                                                                     |  | $                          | 14  |   |      | (6   | )
|Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of related tax
effect |  |                            | (2  | ) |      | (4   | )
|                                                                                                                                       |  |                            |     |   |      |      |  
|Proforma net earnings (loss) applicable to common stockholders                                                                         |  | $                          | 12  |   |      | (10  | )
|                                                                                                                                       |  |                            |     |   |      |      |  
|Earnings (loss) per share, basic and diluted                                                                                           |  | $                          | .02 |   |      | (.01 | )
|                                                                                                                                       |  |                            |     |   |      |      |  
|Proforma earnings (loss) per share, basic and diluted                                                                                  |  | $                          | .02 |   |      | (.01 | )
|                                                                                                                                       |  |                            |     |   |      |      |  



(continued)



8



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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 March 31,
2004 of the regulatory capital requirements for a well capitalized financial institution and the Banks actual capital on a percentage basis:



|                                                |  |        |   |  |                       |  
|----------------------------------------------- |  | ------ | - |  | --------------------- | -
|                                                |  | Actual |   |  | RegulatoryRequirement |  
|Total capital to risk-weighted assets           |  | 10.28  | % |  | 10.00                 | %
|Tier I capital to risk-weighted assets          |  | 9.38   | % |  | 6.00                  | %
|Tier I capital to total assets - leverage ratio |  | 8.80   | % |  | 5.00                  | %



At March 31, 2004,
management believes the Bank is adequately capitalized.



In
connection with its conversion to a state bank on January 1, 2003, the Bank agreed that until December 31, 2004, it will maintain a Tier 1 capital ratio of at least 8%.



(6) Preferred Stock



In 2003, the Company sold 225,400 shares of cumulative convertible preferred stock for $2,219,000, net of issuance cost of approximately $35,000.
Preferred stock dividends are cumulative and will accrue from the original issue date whether or not declared by the Board of Directors. Cumulative accrued preferred stock dividends totaled $88,000 at March 31, 2004. The cumulative convertible
preferred stock is mandatorily convertible into common stock at a conversion price of $8.50 per share (subject to antidilution adjustments) on the earlier of September 5, 2005 or a change of control of the Company, and will pay share cumulative
preferred stock dividends of .06 of a share of preferred stock on September 30, 2004 and 2005.



9



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Review by Independent Accountants



Hacker, Johnson
& Smith PA, independent accountants, have made a limited review of the financial data as of March 31, 2004, and for the three-month periods ended March 31, 2004 and 2003 presented in this document, in accordance with standards established by the
American Institute of Certified Public Accountants.



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



10



---

Independent Accountants Report



SunCoast
Bancorp, Inc.

Sarasota, Florida:



We have reviewed the accompanying condensed consolidated balance sheet of SunCoast Bancorp, Inc. and Subsidiary (the Company) as of March 31,
2004, and the related condensed consolidated statements of earnings, changes in stockholders equity and cash flows for the three-month periods ended March 31, 2004 and 2003. These financial statements are the responsibility of the
Companys management.



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



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



We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of
the Company as of December 31, 2003, and the related consolidated statements of operations, changes in stockholders equity and cash flows for the year then ended (not presented herein); and in our report dated January 9, 2004 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, 2003, 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 April 21, 2004 



11



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



Comparison of March 31, 2004 and December 31, 2003



General



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



Liquidity and Capital Resources



The Companys primary sources of cash during the three months ended March 31, 2004 were from net deposit inflows of $5.0 million, proceeds from the
sale and repayment of securities available for sale of $318,000 and net from cash provided by operations of $87,000. Cash was used primarily to originate loans, net of principal repayments, totaling $5.3 million and to purchase securities of $2.0
million.



Off-Balance-Sheet Arrangements and Aggregate Contractual
Obligations



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



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



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



12



---

SUNCOAST BANCORP, INC. AND SUBSIDIARY



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations, Continued
|------- | ------------------------------------------------------------------------------------------------



Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Continued



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



A summary of the Companys financial instruments, which approximates
fair value, with off-balance-sheet risk at March 31, 2004 follows (in thousands):



|                                       |  |                |       
|-------------------------------------- |  | -------------- | ------
|                                       |  | ContractAmount
|Commitments to extend credit           |  | $              | 2,667 
|                                       |  |                |       
|Unused line of credit and construction |  | $              | 16,502
|                                       |  |                |       
|Standby letters of credit              |  | $              | 296   
|                                       |  |                |       



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



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



|                                                                                                |  |                                 |   |  |                            |   |  |                                 |   
|----------------------------------------------------------------------------------------------- |  | ------------------------------- | - |  | -------------------------- | - |  | ------------------------------- | --
|                                                                                                |  | Three MonthsEndedMarch 31, 2004 |   |  | Year EndedDecember 31,2003 |   |  | Three MonthsEndedMarch 31, 2003 |   
|Average equity as a percentage of average assets                                                |  | 9.09                            | % |  | 8.98                       | % |  | 8.75                            | % 
|Equity to total assets at end of period                                                         |  | 8.56                            | % |  | 9.00                       | % |  | 8.39                            | % 
|Return on average assets(1)                                                                     |  | 0.27                            | % |  | 0.22                       | % |  | (0.04                           | )%
|Return on average equity(1)                                                                     |  | 2.99                            | % |  | 2.43                       | % |  | (0.46                           | )%
|Noninterest expenses to average assets(1)                                                       |  | 2.70                            | % |  | 2.87                       | % |  | 3.36                            | % 
|Nonperforming loans and foreclosed real estate as a percentage of total assets at end of period |  |                                | % |  |                           | % |  | 22                              | % 



|(1) | Annualized for the three months ended March 31.
|--- | -----------------------------------------------



(continued)



13



---

SUNCOAST BANCORP, INC. AND SUBSIDIARY



Results of Operations



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



|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|-------------------------------------------------------------------------------- |  | -------------- | ------ | ---------------------------- | - | ----------------- |  | ---- | -------------- |  | -------------------- | ------ | ----------------- | - | --- |  | ---- | -
|                                                                                 |  |                |        | Three Months Ended March 31, |  
|                                                                                 |  |                |        | 2004                         |   | 2003              | 
|                                                                                 |  | AverageBalance |        | InterestandDividends         |   | AverageYield/Rate |  |      | AverageBalance |  | InterestandDividends |        | AverageYield/Rate |  
|                                                                                 |  |                |        | (Dollars in thousands)       |  
|Interest-earning assets:                                                         |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Loans                                                                            |  | $              | 60,878 |                              |   | 907               |  | 5.96 | %              |  | $                    | 41,936 |                   |   | 685 |  | 6.53 | %
|Securities                                                                       |  |                | 10,377 |                              |   | 104               |  | 4.01 |                |  |                      | 7,997  |                   |   | 95  |  | 4.75 |  
|Other interest-earning assets(1)                                                 |  |                | 5,721  |                              |   | 12                |  | 0.84 |                |  |                      | 5,077  |                   |   | 15  |  | 1.18 |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Total interest-earning assets                                                    |  |                | 76,976 |                              |   | 1,023             |  | 5.32 |                |  |                      | 55,010 |                   |   | 795 |  | 5.78 |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Noninterest-earning assets                                                       |  |                | 5,441  |                              |   |                   |  |      |                |  |                      | 4,895  |                   |   |     |  |      |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Total assets                                                                     |  | $              | 82,417 |                              |   |                   |  |      |                |  | $                    | 59,905 |                   |   |     |  |      |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Interest-bearing liabilities:                                                    |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Savings, NOW, money-market deposit accounts                                      |  |                | 41,424 |                              |   | 160               |  | 1.54 |                |  |                      | 31,840 |                   |   | 143 |  | 1.80 |  
|Time deposits                                                                    |  |                | 26,710 |                              |   | 203               |  | 3.04 |                |  |                      | 17,069 |                   |   | 161 |  | 3.77 |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Total interest-bearing deposits                                                  |  |                | 68,134 |                              |   | 363               |  | 2.13 |                |  |                      | 48,909 |                   |   | 304 |  | 2.49 |  
|Other interest-bearing liabilities(2)                                            |  |                | 515    |                              |   | 1                 |  | 0.78 |                |  |                      | 1,027  |                   |   | 2   |  | 0.78 |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Total interest-bearing liabilities                                               |  |                | 68,649 |                              |   | 364               |  | 2.12 |                |  |                      | 49,936 |                   |   | 306 |  | 2.45 |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Noninterest-bearing deposits                                                     |  |                | 6,183  |                              |   |                   |  |      |                |  |                      | 4,633  |                   |   |     |  |      |  
|Noninterest-bearing liabilities                                                  |  |                | 92     |                              |   |                   |  |      |                |  |                      | 96     |                   |   |     |  |      |  
|Stockholders equity                                                             |  |                | 7,493  |                              |   |                   |  |      |                |  |                      | 5,240  |                   |   |     |  |      |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Total liabilities and stockholders equity                                       |  | $              | 82,417 |                              |   |                   |  |      |                |  | $                    | 59,905 |                   |   |     |  |      |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Net interest income                                                              |  |                |        |                              | $ | 659               |  |      |                |  |                      |        |                   | $ | 489 |  |      |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Interest-rate spread(3)                                                          |  |                |        |                              |   |                   |  | 3.20 | %              |  |                      |        |                   |   |     |  | 3.33 | %
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Net interest margin(4)                                                           |  |                |        |                              |   |                   |  | 3.42 | %              |  |                      |        |                   |   |     |  | 3.56 | %
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                | 1.12   |                              |   |                   |  |      |                |  |                      | 1.10   |                   |   |     |  |      |  
|                                                                                 |  |                |        |                              |   |                   |  |      |                |  |                      |        |                   |   |     |  |      |  



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



14



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



Comparison of the Three-Month Periods Ended March 31, 2004 and 2003



General. Net earnings applicable to common stockholders for
the three months ended March 31, 2004 were $14,000 or $.02 basic and diluted earnings per share compared to a net loss of $6,000 or $.01 basic and diluted loss per share for the three months ended March 31, 2003. The increase in the Companys
net earnings was primarily due to an increase in net interest income, partially offset by an increase in noninterest expenses.



Interest Income and Expense. Interest income increased to $1,023,000 for the three months ended March 31, 2004 from $795,000 for the three
months ended March 31, 2003. Interest income on loans increased to $907,000 primarily due to an increase in the average loan portfolio balance for the three months ended March 31, 2004 which was partially offset by a decrease in the weighted-average
yield earned in 2004. Interest on securities increased primarily due to an increase in the average securities balance in 2004.



Interest expense on interest-bearing deposits increased to $363,000 for the three months ended March 31, 2004 compared to $304,000 for the three months
ended March 31, 2003. Interest expense on interest-bearing deposits increased due to an increase in the average balance in 2004 partially offset by a decrease in the weighted interest rate paid on deposits.



Provision for Loan Losses. The provision for loan losses is
charged to operations to bring the total allowance to a level deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of nonperforming loans,
general economic conditions, particularly as they relate to the Companys market areas, and other factors related to the collectibility of the Companys loan portfolio. The provision for loan losses was $41,000 for the three months ended
March 31, 2004 compared to $21,000 for the comparable period in 2003. Management believes the balance in the allowance for loan losses of $695,000 at March 31, 2004 is adequate.



Noninterest Income.Noninterest income increased to $28,000 during the three month period ended March 31, 2004
compared $25,000 for the same period in 2003.



Noninterest Expenses. Noninterest expenses increased to $556,000 during the three-month period ended March 31, 2004 compared to $503,000 for the same period in 2003. Noninterest expense increased primarily due to the growth of
the Company.



Income Taxes (Benefit). The income
taxes for the three months ended March 31, 2004 was $34,000 (an effective rate of 37.8%) compared to an income tax benefit of $4,000 (an effective rate of 40.0%) for the comparable 2003 period.



15



---

SUNCOAST BANCORP, INC. AND SUBSIDIARY



|Item 3. | Controls and Procedures
|------- | -----------------------



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



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



PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



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



16



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SUNCOAST BANCORP, INC. AND SUBSIDIARY



PART II. OTHER INFORMATION, CONTINUED



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



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



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



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



|(b) | Reports on Form 8-K.There were no reports on Form 8-K filed during the three months ended March 31, 2004:
|--- | ---------------------------------------------------------------------------------------------------------



17



---

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: |  | May 12, 2004 |  |                                     |  | By: |  | /s/    JOHN T. STAFFORD                                                                              
|      |  |              |  |                                     |  |     |  |                                                                                                      
|      |  |              |  |                                     |  |     |  | John T. Stafford, President and Chief Executive Officer                                              
|      |  |              |  |                                    
|Date: |  | May 12, 2004 |  |                                     |  | By: |  | /s/    JOHN S. WILKS                                                                                 
|      |  |              |  |                                     |  |     |  |                                                                                                      
|      |  |              |  |                                     |  |     |  | John S. Wilks, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)



18