##### 



---



| |                                                                          
| | -------------------------------------------------------------------------
| | U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549FORM 10-QSB

|           |  |                                                                                  
|---------- |  | ---------------------------------------------------------------------------------
|(Mark One)
|           |  |                                                                                  
|[X]        |  | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|           |  |                                                                                  
|           |  | For the quarterly period ended September 30, 2002                                
|           |  |                                                                                  
|[ ]        |  | 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 Jurisdiction
of Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

8592 Potter Park Drive, Suite 200Sarasota, Florida 34238(Address of Principal Executive Offices)

(941) 923-0500(Issuers Telephone Number, Including Area Code)

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

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

YES   [X]       NO  [  ]

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

|                                       |  |                               
|-------------------------------------- |  | ------------------------------
|Common stock, par value $.01 per share |  | 700,000 shares                
|                                       |  |                               
|(class)                                |  | Outstanding at October 9, 2002
|                                       |  |                               

---





---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

INDEX

|                                                                                                                               |  |      
|------------------------------------------------------------------------------------------------------------------------------ |  | -----
|                                                                                                                               |  | Page 
|                                                                                                                               |  |      
|PART I. FINANCIAL INFORMATION                                                                                                  |  |      
|                                                                                                                               |  |      
|Item 1. Financial Statements                                                                                                   |  |      
|                                                                                                                               |  |      
|Condensed Consolidated Balance Sheets -
At September 30, 2002 (unaudited) and At December 31, 2001                             |  | 2    
|                                                                                                                               |  |      
|Condensed Consolidated Statements of Operations -
Three and Nine Months ended September 30, 2002 and 2001 (unaudited)          |  | 3    
|                                                                                                                               |  |      
|Condensed Consolidated Statements of Changes in Stockholders Equity
Nine Months Ended September 30, 2002 and 2001 (unaudited) |  | 4    
|                                                                                                                               |  |      
|Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 2002 and 2001 (unaudited)                    |  | 5    
|                                                                                                                               |  |      
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                               |  | 6-7  
|                                                                                                                               |  |      
|Review by Independent Certified Public Accountants                                                                             |  | 8    
|                                                                                                                               |  |      
|Report on Review by Independent Certified Public Accountants                                                                   |  | 9    
|                                                                                                                               |  |      
|Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations                                  |  | 10-15
|                                                                                                                               |  |      
|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   
|                                                                                                                               |  |      
|CERTIFICATIONS                                                                                                                 |  | 18-20

1



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets
($ in thousands, except share amounts)

|                                                                         |                                                                                                  |                                            |        |               |        |              |        |        |        | 
|------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------ | ------------------------------------------ | ------ | ------------- | ------ | ------------ | ------ | ------ | ------ | 
|                                                                         |                                                                                                  |                                            |        | September 30, |        | December 31,
|                                                                         |                                                                                                  |                                            |        |               |        |             
|                                                                         |                                                                                                  |                                            |        | 2002          |        | 2001        
|                                                                         |                                                                                                  |                                            |        |               |        |             
|                                                                         |                                                                                                  |                                            |        | (unaudited)   |        |              |        |       
|Assets                                                                   |                                                                                                  |                                            |        |               |        |              |        |       
|Cash and due from banks                                                  |                                                                                                  | $                                          | 2,622  |               |        | $            | 1,804  |       
|Interest-bearing deposits with banks                                     |                                                                                                  |                                            | 1,035  |               |        |              | 1,023  |       
|Federal funds sold                                                       |                                                                                                  |                                            | 1,579  |               |        |              | 151    |       
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         |                                                                                                  | Total cash and cash equivalents            |        |               | 5,236  |              |        |        | 2,978  | 
|Securities available for sale                                            |                                                                                                  |                                            | 8,408  |               |        |              | 8,466  |       
|Loans, net of allowance for loan losses of $489 in 2002 and
$352 in 2001 |                                                                                                  |                                            | 40,128 |               |        |              | 28,586 |       
|Foreclosed real estate                                                   |                                                                                                  |                                            | 153    |               |        |              |       |       
|Premises and equipment, net                                              |                                                                                                  |                                            | 465    |               |        |              | 551    |       
|Federal Reserve Bank stock, at cost                                      |                                                                                                  |                                            | 140    |               |        |              | 140    |       
|Federal Home Loan Bank stock, at cost                                    |                                                                                                  |                                            | 133    |               |        |              | 56     |       
|Accrued interest receivable                                              |                                                                                                  |                                            | 212    |               |        |              | 287    |       
|Deferred tax assets                                                      |                                                                                                  |                                            | 699    |               |        |              | 658    |       
|Other assets                                                             |                                                                                                  |                                            | 114    |               |        |              | 83     |       
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         |                                                                                                  | Total assets                               |        | $             | 55,688 |              |        | $      | 41,805 | 
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         | Liabilities and Stockholders Equity                                                             |                                            |        |               |        |              |        |        |       
|Liabilities:                                                             |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         | Noninterest-bearing demand deposits                                                              |                                            |        | 3,636         |        |              |        | 2,409  |       
|                                                                         | Savings and NOW deposits                                                                         |                                            |        | 4,084         |        |              |        | 3,276  |       
|                                                                         | Money-market deposits                                                                            |                                            |        | 21,813        |        |              |        | 14,970 |       
|                                                                         | Time deposits                                                                                    |                                            |        | 19,789        |        |              |        | 14,749 |       
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         |                                                                                                  | Total deposits                             |        |               | 49,322 |              |        |        | 35,404 | 
|                                                                         | Other borrowings                                                                                 |                                            |        | 1,024         |        |              |        | 1,016  |       
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         | Other liabilities                                                                                |                                            |        | 106           |        |              |        | 65     |       
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         |                                                                                                  | Total liabilities                          |        |               | 50,452 |              |        |        | 36,485 | 
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|Stockholders equity:                                                    |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         | Preferred stock, $.01 par value, 3,000,000 shares authorized,
none issued or outstanding         |                                            |        |              |        |              |        |       |       
|                                                                         | Common stock, $.01 par value 10,000,000 shares authorized,
700,000 shares issued and outstanding |                                            |        | 7             |        |              |        | 7      |       
|                                                                         | Additional paid-in capital                                                                       |                                            |        | 6,394         |        |              |        | 6,394  |       
|                                                                         | Accumulated deficit                                                                              |                                            |        | (1,261        | )      |              |        | (1,188 | )     
|                                                                         | Accumulated other comprehensive income                                                           |                                            |        | 96            |        |              |        | 107    |       
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         |                                                                                                  | Total stockholders equity                 |        |               | 5,236  |              |        |        | 5,320  | 
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       
|                                                                         |                                                                                                  | Total liabilities and stockholders equity |        | $             | 55,688 |              |        | $      | 41,805 | 
|                                                                         |                                                                                                  |                                            |        |               |        |              |        |       

See Accompanying Notes to Condensed Consolidated Financial Statements.

2



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations
($ in thousands, except share amounts)
(Unaudited)

|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |       |       |  
|---------------------------------------------------- | --------------------------------------------- | --------------------------------------------------- | ------- | ------------------ | --- | ----------------- | ------- | ---- | ---- | ---- | ------- | ----- | ----- | - | ------- | ----- | ----- | -
|                                                     |                                               |                                                     |         | Three Months Ended |     | Nine Months Ended
|                                                     |                                               |                                                     |         | September 30,      |     | September 30,    
|                                                     |                                               |                                                     |         |                    |     |                  
|                                                     |                                               |                                                     |         | 2002               |     | 2001              |         | 2002 |      | 2001
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |     
|Interest income:                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     | Loans                                         |                                                     | $       | 640                |     |                   | $       | 424  |      |      | $       | 1,759 |       |   | $       | 1,100 |      
|                                                     | Securities                                    |                                                     |         | 106                |     |                   |         | 150  |      |      |         | 345   |       |   |         | 412   |      
|                                                     | Other interest-earning assets                 |                                                     |         | 23                 |     |                   |         | 43   |      |      |         | 52    |       |   |         | 167   |      
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     |                                               | Total interest income                               |         |                    | 769 |                   |         |      | 617  |      |         |       | 2,156 |   |         |       | 1,679 |  
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|Interest expense:                                    |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     | Deposits                                      |                                                     |         | 337                |     |                   |         | 354  |      |      |         | 959   |       |   |         | 968   |      
|                                                     | Other borrowings                              |                                                     |         | 3                  |     |                   |         | 6    |      |      |         | 9     |       |   |         | 26    |      
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     |                                               | Total interest expense                              |         |                    | 340 |                   |         |      | 360  |      |         |       | 968   |   |         |       | 994   |  
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     |                                               | Net interest income                                 |         |                    | 429 |                   |         |      | 257  |      |         |       | 1,188 |   |         |       | 685   |  
|Provision for loan losses                            |                                               |                                                     | 55      |                    |     |                   | 52      |      |      |      | 137     |       |       |   | 134     |      
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     |                                               | Net interest income after
provision for loan losses |         |                    | 374 |                   |         |      | 205  |      |         |       | 1,051 |   |         |       | 551   |  
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|Noninterest income:                                  |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     | Service charges and fees                      |                                                     |         | 21                 |     |                   |         | 13   |      |      |         | 51    |       |   |         | 29    |      
|                                                     | Gain on sale of securities available for sale |                                                     |         |                   |     |                   |         |     |      |      |         | 35    |       |   |         |      |      
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     |                                               | Total noninterest income                            |         |                    | 21  |                   |         |      | 13   |      |         |       | 86    |   |         |       | 29    |  
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|Noninterest expense:                                 |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     | Salaries and employee benefits                |                                                     |         | 226                |     |                   |         | 153  |      |      |         | 669   |       |   |         | 518   |      
|                                                     | Occupancy expense                             |                                                     |         | 85                 |     |                   |         | 83   |      |      |         | 238   |       |   |         | 221   |      
|                                                     | Advertising                                   |                                                     |         | 4                  |     |                   |         | 9    |      |      |         | 15    |       |   |         | 16    |      
|                                                     | Stationery and supplies                       |                                                     |         | 16                 |     |                   |         | 14   |      |      |         | 51    |       |   |         | 42    |      
|                                                     | Professional fees                             |                                                     |         | 26                 |     |                   |         | 23   |      |      |         | 82    |       |   |         | 69    |      
|                                                     | Data processing                               |                                                     |         | 29                 |     |                   |         | 23   |      |      |         | 81    |       |   |         | 62    |      
|                                                     | Other                                         |                                                     |         | 48                 |     |                   |         | 38   |      |      |         | 118   |       |   |         | 111   |      
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     |                                               | Total noninterest expense                           |         |                    | 434 |                   |         |      | 343  |      |         |       | 1,254 |   |         |       | 1,039 |  
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     |                                               | Loss before income tax benefit                      |         |                    | (39 | )                 |         |      | (125 | )    |         |       | (117  | ) |         |       | (459  | )
|Income tax benefit                                   |                                               |                                                     | (15     | )                  |     |                   | (47     | )    |      |      | (44     | )     |       |   | (172    | )    
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|                                                     |                                               | Net loss                                            |         | $                  | (24 | )                 |         | $    | (78  | )    |         | $     | (73   | ) |         | $     | (287  | )
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|Loss per share, basic and diluted                    |                                               | $                                                   | (.03    | )                  |     | $                 | (.11    | )    |      | $    | (.10    | )     |       | $ | (.41    | )    
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|Weighted-average number of
common shares outstanding |                                               |                                                     | 700,000 |                    |     |                   | 700,000 |      |      |      | 700,000 |       |       |   | 700,000 |      
|                                                     |                                               |                                                     |         |                    |     |                   |         |      |      |      |         |       |       |   |         |      
|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 Nine Months Ended September 30, 2002 and 2001
(In thousands)

|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |      |  
|----------------------------------------- | -------------------------------------------------------------------------- | - | ------ | - | ------- | - | ----------- | - | ------- | - | ------------- | ---- | ------- | - | ----------- | --- | - | - | ----- | ---- | -
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   | Accumulated |     |   |   |      
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   | Other       |     |   |   |      
|                                          |                                                                            |   |        |   |         |   | Additional  |   |         |   |               |      | Compre- |   | Total      
|                                          |                                                                            |   | Common |   | Paid-In |   | Accumulated |   | hensive |   | Stockholders'
|                                          |                                                                            |   | Stock  |   | Capital |   | Deficit     |   | Income  |   | Equity       
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |              
|Balance at December 31, 2000              |                                                                            | $ | 7      |   |         | $ | 6,394       |   |         | $ | (837          | )    |         | $ | 21          |     |   | $ | 5,585 |     
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|Comprehensive income (loss):              |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|                                          | Net loss (unaudited)                                                       |   |        |  |         |   |             |  |         |   |               | (287 | )       |   |             |    |   |   |       | (287 | )
|                                          | Net change in unrealized
gain on securities available
for sale (unaudited) |   |        |  |         |   |             |  |         |   |               |     |         |   |             | 112 |   |   |       | 112  |  
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|Comprehensive income (loss)
(unaudited)   |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   | (175  | )   
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|Balance at September 30, 2001
(unaudited) |                                                                            | $ | 7      |   |         | $ | 6,394       |   |         | $ | (1,124        | )    |         | $ | 133         |     |   | $ | 5,410 |     
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|Balance at December 31, 2001              |                                                                            |   | 7      |   |         |   | 6,394       |   |         |   | (1,188        | )    |         |   | 107         |     |   |   | 5,320 |     
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|Comprehensive income (loss):              |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|                                          | Net loss (unaudited)                                                       |   |        |  |         |   |             |  |         |   |               | (73  | )       |   |             |    |   |   |       | (73  | )
|                                          | Net change in unrealized
gain on securities available
for sale (unaudited) |   |        |  |         |   |             |  |         |   |               |     |         |   |             | (11 | ) |   |       | (11  | )
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|Comprehensive income (loss)
(unaudited)   |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   | (84   | )   
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     
|Balance at September 30, 2002
(unaudited) |                                                                            | $ | 7      |   |         | $ | 6,394       |   |         | $ | (1,261        | )    |         | $ | 96          |     |   | $ | 5,236 |     
|                                          |                                                                            |   |        |   |         |   |             |   |         |   |               |      |         |   |             |     |   |   |       |     

See Accompanying Notes to Condensed Consolidated Financial Statements.

4



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |         |      |         |  
|------------------------------------------------- | ----------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | --------------------------------------------------- | ------- | ----------------- | ------- | ----- | ------- | ---- | ------- | -
|                                                  |                                                                                           |                                                                                                                |                                                     |         | Nine Months Ended
|                                                  |                                                                                           |                                                                                                                |                                                     |         | September 30,    
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                  
|                                                  |                                                                                           |                                                                                                                |                                                     |         | 2002              |         | 2001 
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |      
|Cash flows from operating activities:             |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  | Net loss                                                                                  |                                                                                                                | $                                                   | (73     | )                 |         | $     | (287    | )   
|                                                  | Adjustments to reconcile net loss to net cash provided by
(used in) operating activities: |                                                                                                                |                                                     |         |                   |         |       |         |     
|                                                  |                                                                                           | Depreciation                                                                                                   |                                                     |         | 88                |         |       |         | 79   |        
|                                                  |                                                                                           | Provision for loan losses                                                                                      |                                                     |         | 137               |         |       |         | 134  |        
|                                                  |                                                                                           | Net amortization of loan fees, premiums and discounts                                                          |                                                     |         | (16               | )       |       |         | 2    |        
|                                                  |                                                                                           | Credit for deferred income taxes                                                                               |                                                     |         | (44               | )       |       |         | (172 | )      
|                                                  |                                                                                           | Gain on sale of securities available for sale                                                                  |                                                     |         | (35               | )       |       |         |     |        
|                                                  |                                                                                           | Decrease (increase) in accrued interest receivable                                                             |                                                     |         | 75                |         |       |         | (7   | )      
|                                                  |                                                                                           | Increase in other assets                                                                                       |                                                     |         | (31               | )       |       |         | (22  | )      
|                                                  |                                                                                           | Increase in other liabilities                                                                                  |                                                     |         | 41                |         |       |         | 63   |        
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  |                                                                                           |                                                                                                                | Net cash provided by (used in) operating activities |         |                   | 142     |       |         |      | (210    | )
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|Cash flows from investing activities:             |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  | Purchase of securities available for sale                                                 |                                                                                                                |                                                     | (4,448  | )                 |         |       | (6,168  | )   
|                                                  | Maturities and calls of securities available for sale                                     |                                                                                                                |                                                     |        |                   |         |       | 4,175   |     
|                                                  | Repayment of securities available for sale                                                |                                                                                                                |                                                     | 707     |                   |         |       | 267     |     
|                                                  | Proceeds from sale of securities available for sale                                       |                                                                                                                |                                                     | 3,826   |                   |         |       |        |     
|                                                  | Net increase in loans                                                                     |                                                                                                                |                                                     | (11,816 | )                 |         |       | (11,450 | )   
|                                                  | Purchase of premises and equipment                                                        |                                                                                                                |                                                     | (2      | )                 |         |       | (141    | )   
|                                                  | Purchase of Federal Home Loan Bank stock                                                  |                                                                                                                |                                                     | (77     | )                 |         |       | (34     | )   
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  |                                                                                           |                                                                                                                | Net cash used in investing activities               |         |                   | (11,810 | )     |         |      | (13,351 | )
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|Cash flows from financing activities:             |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  | Net increase in deposits                                                                  |                                                                                                                |                                                     | 13,918  |                   |         |       | 14,728  |     
|                                                  | Net increase in other borrowings                                                          |                                                                                                                |                                                     | 8       |                   |         |       | 26      |     
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  |                                                                                           |                                                                                                                | Net cash provided by financing activities           |         |                   | 13,926  |       |         |      | 14,754  |  
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|Net increase in cash and cash equivalents         |                                                                                           |                                                                                                                | 2,258                                               |         |                   |         | 1,193 |        
|Cash and cash equivalents at beginning of period  |                                                                                           |                                                                                                                | 2,978                                               |         |                   |         | 3,678 |        
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|Cash and cash equivalents at end of period        |                                                                                           | $                                                                                                              | 5,236                                               |         |                   | $       | 4,871 |        
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|Supplemental disclosure of cash flow information: |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  | Cash paid during the period for:                                                          |                                                                                                                |                                                     |         |                   |         |       |         |     
|                                                  |                                                                                           | Interest                                                                                                       |                                                     | $       | 959               |         |       | $       | 960  |        
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  |                                                                                           | Income taxes                                                                                                   |                                                     | $       |                  |         |       | $       |     |        
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  | Noncash transactions:                                                                     |                                                                                                                |                                                     |         |                   |         |       |         |     
|                                                  |                                                                                           | Transfer of loans to foreclosed real estate                                                                    |                                                     | $       | 153               |         |       | $       |     |        
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        
|                                                  |                                                                                           | Accumulated other comprehensive income, change in
unrealized gain on securities available for sale,
net of tax |                                                     | $       | (11               | )       |       | $       | 112  |        
|                                                  |                                                                                           |                                                                                                                |                                                     |         |                   |         |       |        

See Accompanying Notes to Condensed Consolidated Financial Statements.

5



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited)

(1)  Description of Business and Basis of Presentation

| |  |  | General.In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments (consisting
principally of normal recurring accruals) necessary to present fairly
the financial position at September 30, 2002, the results of operations
for the three- and nine-month periods ended September 30, 2002 and 2001
and cash flows for the nine month periods ended September 30, 2002 and
2001. The results of operations for the three- and nine-month periods
ended September 30, 2002 are not necessarily indicative of the results
to be expected for the year ending December 31, 2002.                                                                                                                                                                                 
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | SunCoast Bancorp, Inc. (the Holding Company) was incorporated on April
1, 1998. The Holding Company owns 100% of the outstanding common stock of
SunCoast National 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. The Banks deposits are insured by
the Federal Deposit Insurance Corporation. The Bank provides a variety of
community banking services to businesses and individuals through its two
banking offices located in Sarasota County, Florida.                                                                                          
|
| |  |  | On August 20, 2002, the Bank filed an Application and Plan of Conversion
with the Florida Department of Banking and Finance to convert the Bank
from a national banking association to a Florida bank which also would be
a member of the Federal Reserve System. The primary reason for the
application to convert the Bank to a Florida bank is to afford the Bank
the opportunity to utilize the lending limitations under Florida law, as
opposed to the more reduced loan limitation requirements imposed under the
national banking laws. In connection with the conversion process, and
following the receipt of approval of the Banks application by the Florida
Department of Banking and Finance, the Bank will file an application for
approval of the conversion with the Federal Reserve Bank of Atlanta.

(2)  Loan Impairment and Loan Losses

| |  |  | There were no loans identified as impaired during the three months ended
September 30, 2002 or during the nine months ended September 30, 2001.
Information relating to the one loan identified as impaired during the
nine-months ended September 30, 2002 was as follows (in thousands):
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|                                            |  |                    |     | 
|------------------------------------------- |  | ------------------ | --- | 
|                                            |  | Nine Months Ended 
|                                            |  | September 30, 2002
|                                            |  |                   
|Average net investment in impaired loan     |  | $                  | 102 | 
|                                            |  |                    |     | 
|Interest income recognized on impaired loan |  | $                  |    | 
|                                            |  |                    |     | 
|Interest income received on impaired loan   |  | $                  |    | 
|                                            |  |                    |     | 

(continued)

6



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited)

(2)  Loan Impairment and Loan Losses, Continued

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

|                                |  |                    |     |                   |  |      |     |      |  |  |     |  |  |  |     | 
|------------------------------- |  | ------------------ | --- | ----------------- |  | ---- | --- | ---- |  |  | --- |  |  |  | --- | 
|                                |  | Three Months Ended |     | Nine Months Ended
|                                |  | September 30,      |     | September 30,    
|                                |  |                    |     |                  
|                                |  | 2002               |     | 2001              |  | 2002 |     | 2001
|                                |  |                    |     |                   |  |      |     |     
|Balance at beginning of period  |  | $                  | 434 |                   |  |      | 235 |      |  |  | 352 |  |  |  | 153 | 
|Provision charged to operations |  |                    | 55  |                   |  |      | 52  |      |  |  | 137 |  |  |  | 134 | 
|                                |  |                    |     |                   |  |      |     |      |  |  |     |  |  |  |     | 
|Balance at end of period        |  | $                  | 489 |                   |  |      | 287 |      |  |  | 489 |  |  |  | 287 | 
|                                |  |                    |     |                   |  |      |     |      |  |  |     |  |  |  |     | 

(3)  Loss Per Share

| |  |  | Basic and diluted loss per share have been computed on the basis of the
weighted-average number of shares of common stock outstanding during the
period. Outstanding stock options are not dilutive due to the net loss
incurred by the Company.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(4)  Regulatory Capital

| |  |  | The Bank is required to maintain certain minimum regulatory capital
requirements. The following is a summary at September 30, 2002 of the
regulatory capital requirements for a well capitalized financial
institution and the Banks actual capital on a percentage basis:
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                |  |        |       |             |  |            |       |  
|----------------------------------------------- |  | ------ | ----- | ----------- |  | ---------- | ----- | -
|                                                |  |        |       |             |  | Regulatory
|                                                |  | Actual |       | Requirement
|                                                |  |        |       |            
|Total capital to risk-weighted assets           |  |        | 11.00 | %           |  |            | 10.00 | %
|Tier I capital to risk-weighted assets          |  |        | 9.88  | %           |  |            | 6.00  | %
|Tier I capital to total assets  leverage ratio |  |        | 8.23  | %           |  |            | 5.00  | %

7



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

Review by Independent Certified Public Accountants

Hacker, Johnson & Smith PA, independent certified public accountants, have made
a limited review of the financial data as of September 30, 2002, and for the
three- and nine- month periods ended September 30, 2002 and 2001 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.

8



---



##### 



Report on Review by Independent Certified Public Accountants

The Board of Directors
SunCoast Bancorp, Inc.
Sarasota, Florida:

We have reviewed the accompanying condensed consolidated balance sheet of
SunCoast Bancorp, Inc. and Subsidiary (the Company) as of September 30, 2002,
the related condensed consolidated statements of operations for the three- and
nine-month periods ended September 30, 2002 and 2001 and the related condensed
consolidated statements of changes in stockholders equity and cash flows for
the nine-month periods ended September 30, 2002 and 2001. 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 as of December 31, 2001, 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 February 21, 2002 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, 2001, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.

HACKER, JOHNSON & SMITH PA
Tampa, Florida
October 9, 2002

9



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

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

Comparison of September 30, 2002 and December 31, 2001

General



| |  |  | SunCoast Bancorp, Inc. (the Holding Company) owns 100% of the outstanding
common stock of SunCoast National 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. The Banks deposits are insured by the
Federal Deposit Insurance Corporation. The Bank provides a variety of
community banking services to businesses and individuals through its two
banking offices located in Sarasota County, Florida.                                                                                                                                                 
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | On August 20, 2002, the Bank filed an Application and Plan of Conversion with
the Florida Department of Banking and Finance to convert the Bank from a
national banking association to a Florida bank which also would be a member
of the Federal Reserve System. The primary reason for the application to
convert the Bank to a Florida bank is to afford the Bank the opportunity to
utilize the lending limitations under Florida law, as opposed to the more
reduced loan limitation requirements imposed under the national banking laws.
In connection with the conversion process, and following the receipt of
approval of the Banks application by the Florida Department of Banking and
Finance, the Bank will file an application for approval of the conversion
with the Federal Reserve Bank of Atlanta.

Liquidity and Capital Resources



| |  |  | The Companys primary sources of cash during the nine months ended September
30, 2002 were from net deposit inflows of $13.9 million and proceeds from the
sale of securities available for sale of $3.8 million. Cash was used
primarily to originate loans, net of principal repayments, totaling $11.8
million and to purchase securities of $4.4 million. At September 30, 2002,
the Company had outstanding commitments to originate loans totaling $650,000.
Management believes that the Company has adequate resources to fund all its
commitments and that substantially all its existing commitments will be
funded in 2002. At September 30, 2002, the Bank exceeded its regulatory
liquidity requirements.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

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

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

|                                                                                                |  |               |       |              |  |               |       |             |  |  |       |   
|----------------------------------------------------------------------------------------------- |  | ------------- | ----- | ------------ |  | ------------- | ----- | ----------- |  |  | ----- | --
|                                                                                                |  | Nine Months   |       |              |  |               |       | Nine Months
|                                                                                                |  | Ended         |       | Year Ended   |  | Ended        
|                                                                                                |  | September 30, |       | December 31, |  | September 30,
|                                                                                                |  | 2002          |       | 2001         |  | 2001         
|                                                                                                |  |               |       |              |  |              
|Average equity as a percentage
of average assets                                                |  |               | 10.55 | %            |  |               | 15.91 | %           |  |  | 16.27 | % 
|Equity to total assets at end of period                                                         |  |               | 9.40  | %            |  |               | 12.73 | %           |  |  | 13.56 | % 
|Return on average assets (1)                                                                    |  |               | (.19  | )%           |  |               | (0.98 | )%          |  |  | (1.13 | )%
|Return on average equity (1)                                                                    |  |               | (1.84 | )%           |  |               | (6.44 | )%          |  |  | (6.97 | )%
|Noninterest expenses to average assets (1)                                                      |  |               | 3.34  | %            |  |               | 3.94  | %           |  |  | 4.10  | % 
|Nonperforming loans and foreclosed real estate as
a percentage of total assets at end of period |  |               | .27   | %            |  |               |      | %           |  |  |      | % 



---

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

(continued)

11



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

Results of Operations

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

|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |      |      | 
|-------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ----- | ------- | ------ | --------- | --- | -------------------------------- | --- | ------- | ---- | ---------------------- | ---- | ------ | ----- | -------- | ------ | ------- | --- | --- | --- |  | ---- | ---- | ---- | 
|                                                                                 |                                             |                                            |       |         |        |           |     | Three Months Ended September 30,
|                                                                                 |                                             |                                            |       |         |        |           |     |                                 
|                                                                                 |                                             |                                            |       |         |        |           |     | 2002                             |     | 2001   
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |        
|                                                                                 |                                             |                                            |       |         |        |           |     | Interest                         |     | Average |      |                        |      |        |       | Interest |        | Average
|                                                                                 |                                             |                                            |       | Average |        | and       |     | Yield/                           |     | Average |      | and                    |      | Yield/
|                                                                                 |                                             |                                            |       | Balance |        | Dividends |     | Rate                             |     | Balance |      | Dividends              |      | Rate  
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |       
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      | (Dollars in thousands) |      |        |       |          |        |         |     |    
|Interest-earning assets:                                                         |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|                                                                                 | Loans                                       |                                            | $     | 37,127  |        |           | $   | 640                              |     |         |      | 6.90                   | %    |        | $     | 21,120   |        |         | $   | 424 |     |  |      | 8.03 | %   
|                                                                                 | Securities                                  |                                            |       | 8,621   |        |           |     | 106                              |     |         |      | 4.92                   |      |        |       | 10,227   |        |         |     | 150 |     |  |      | 5.87 |     
|                                                                                 | Other interest-earning assets (1)           |                                            |       | 3,675   |        |           |     | 23                               |     |         |      | 2.50                   |      |        |       | 4,571    |        |         |     | 43  |     |  |      | 3.76 |     
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             | Total interest-earning assets              |       |         | 49,423 |           |     |                                  | 769 |         |      |                        | 6.22 |        |       |          | 35,918 |         |     |     | 617 |  |      |      | 6.87 | 
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|Noninterest-earning assets                                                       |                                             |                                            | 3,865 |         |        |           |     |                                  |     |         |      |                        |      |        | 2,529 |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             | Total assets                               |       | $       | 53,288 |           |     |                                  |     |         |      |                        |      |        |       | $        | 38,447 |         |     |     |     |  |      |      |      | 
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|Interest-bearing liabilities:                                                    |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|                                                                                 | Savings, NOW, money-market
deposit accounts |                                            |       | 24,117  |        |           |     | 140                              |     |         |      | 2.32                   |      |        |       | 15,034   |        |         |     | 133 |     |  |      | 3.54 |     
|                                                                                 | Time deposits                               |                                            |       | 19,292  |        |           |     | 197                              |     |         |      | 4.08                   |      |        |       | 15,139   |        |         |     | 221 |     |  |      | 5.84 |     
|                                                                                 | Other interest-bearing liabilities (2)      |                                            |       | 1,023   |        |           |     | 3                                |     |         |      | 1.17                   |      |        |       | 1,010    |        |         |     | 6   |     |  |      | 2.38 |     
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             | Total interest-bearing liabilities         |       |         | 44,432 |           |     |                                  | 340 |         |      |                        | 3.06 |        |       |          | 31,183 |         |     |     | 360 |  |      |      | 4.62 | 
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|Noninterest-bearing liabilities                                                  |                                             |                                            | 3,611 |         |        |           |     |                                  |     |         |      |                        |      |        | 1,863 |          |        |         |     |     |     |  |      |     
|Stockholders equity                                                             |                                             |                                            | 5,245 |         |        |           |     |                                  |     |         |      |                        |      |        | 5,401 |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             | Total liabilities and
stockholders equity |       | $       | 53,288 |           |     |                                  |     |         |      |                        |      |        |       | $        | 38,447 |         |     |     |     |  |      |      |      | 
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|Net interest income                                                              |                                             |                                            |       |         |        | $         | 429 |                                  |     |         |      |                        |      |        |       |          |        | $       | 257 |     |     |  |      |     
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|Interest-rate spread (3)                                                         |                                             |                                            |       |         |        |           |     |                                  |     |         | 3.16 | %                      |      |        |       |          |        |         |     |     |     |  | 2.25 | %   
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|Net interest margin (4)                                                          |                                             |                                            |       |         |        |           |     |                                  |     |         | 3.47 | %                      |      |        |       |          |        |         |     |     |     |  | 2.86 | %   
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     
|Ratio of average interest-earning assets to
average interest-bearing liabilities |                                             |                                            | 1.11  |         |        |           |     |                                  |     |         |      |                        |      |        | 1.15  |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             |                                            |       |         |        |           |     |                                  |     |         |      |                        |      |        |       |          |        |         |     |     |     |  |      |     



---

|(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.                                                                   

12



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

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

|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |      |      | 
|-------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ---------------------- | ------- | ------ | --------- | ----- | ------------------------------- | ----- | ------- | ---- | --------- | ---- | ------ | ----- | -------- | ------ | ------- | --- | ----- | ----- |  | ---- | ---- | ---- | 
|                                                                                 |                                             |                                            |                        |         |        |           |       | Nine Months Ended September 30,
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                
|                                                                                 |                                             |                                            |                        |         |        |           |       | 2002                            |       | 2001   
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |        
|                                                                                 |                                             |                                            |                        |         |        |           |       | Interest                        |       | Average |      |           |      |        |       | Interest |        | Average
|                                                                                 |                                             |                                            |                        | Average |        | and       |       | Yield/                          |       | Average |      | and       |      | Yield/
|                                                                                 |                                             |                                            |                        | Balance |        | Dividends |       | Rate                            |       | Balance |      | Dividends |      | Rate  
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |       
|                                                                                 |                                             |                                            | (Dollars in thousands)
|Interest-earning assets:                                                         |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|                                                                                 | Loans                                       |                                            | $                      | 33,956  |        |           | $     | 1,759                           |       |         |      | 6.91      | %    |        | $     | 17,585   |        |         | $   | 1,100 |       |  |      | 8.34 | %   
|                                                                                 | Securities                                  |                                            |                        | 8,446   |        |           |       | 345                             |       |         |      | 5.45      |      |        |       | 8,785    |        |         |     | 412   |       |  |      | 6.25 |     
|                                                                                 | Other interest-earning assets (1)           |                                            |                        | 3,885   |        |           |       | 52                              |       |         |      | 1.78      |      |        |       | 5,128    |        |         |     | 167   |       |  |      | 4.34 |     
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             | Total interest-earning assets              |                        |         | 46,287 |           |       |                                 | 2,156 |         |      |           | 6.21 |        |       |          | 31,498 |         |     |       | 1,679 |  |      |      | 7.11 | 
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|Noninterest-earning assets                                                       |                                             |                                            | 3,739                  |         |        |           |       |                                 |       |         |      |           |      |        | 2,255 |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             | Total assets                               |                        | $       | 50,026 |           |       |                                 |       |         |      |           |      |        |       | $        | 33,753 |         |     |       |       |  |      |      |      | 
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|Interest-bearing liabilities:                                                    |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|                                                                                 | Savings, NOW, money-market
deposit accounts |                                            |                        | 22,838  |        |           |       | 400                             |       |         |      | 2.33      |      |        |       | 12,376   |        |         |     | 361   |       |  |      | 3.89 |     
|                                                                                 | Time deposits                               |                                            |                        | 18,402  |        |           |       | 559                             |       |         |      | 4.05      |      |        |       | 13,240   |        |         |     | 607   |       |  |      | 6.11 |     
|                                                                                 | Other interest-bearing liabilities (2)      |                                            |                        | 1,017   |        |           |       | 9                               |       |         |      | 1.18      |      |        |       | 1,000    |        |         |     | 26    |       |  |      | 3.47 |     
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             | Total interest-bearing liabilities         |                        |         | 42,257 |           |       |                                 | 968   |         |      |           | 3.05 |        |       |          | 26,616 |         |     |       | 994   |  |      |      | 4.98 | 
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|Noninterest-bearing liabilities                                                  |                                             |                                            | 2,491                  |         |        |           |       |                                 |       |         |      |           |      |        | 1,644 |          |        |         |     |       |       |  |      |     
|Stockholders equity                                                             |                                             |                                            | 5,278                  |         |        |           |       |                                 |       |         |      |           |      |        | 5,493 |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             | Total liabilities and
stockholders equity |                        | $       | 50,026 |           |       |                                 |       |         |      |           |      |        |       | $        | 33,753 |         |     |       |       |  |      |      |      | 
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|Net interest income                                                              |                                             |                                            |                        |         |        | $         | 1,188 |                                 |       |         |      |           |      |        |       |          |        | $       | 685 |       |       |  |      |     
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|Interest-rate spread (3)                                                         |                                             |                                            |                        |         |        |           |       |                                 |       |         | 3.16 | %         |      |        |       |          |        |         |     |       |       |  | 2.13 | %   
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|Net interest margin (4)                                                          |                                             |                                            |                        |         |        |           |       |                                 |       |         | 3.42 | %         |      |        |       |          |        |         |     |       |       |  | 2.90 | %   
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     
|Ratio of average interest-earning assets to
average interest-bearing liabilities |                                             |                                            | 1.10                   |         |        |           |       |                                 |       |         |      |           |      |        | 1.18  |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             |                                            |                        |         |        |           |       |                                 |       |         |      |           |      |        |       |          |        |         |     |       |       |  |      |     



---

|(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.                                                                   

13



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

Comparison of the Three-Month Periods Ended September 30, 2002 and 2001



| |  |  | General. Net loss for the three months ended September 30, 2002 was $24,000
or $.03 basic and diluted loss per share compared to a net loss of
$78,000 or $.11 basic and diluted loss per share for the three months
ended September 30, 2001. The decrease in the Companys net loss 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 $152,000, from
$617,000 for the three months ended September 30, 2001 to $769,000 for
the three months ended September 30, 2002. Interest income on loans
increased $216,000 primarily due to an increase in the average loan
portfolio balance from $21.1 million for the three months ended September
30, 2001 to $37.1 million for the comparable period in 2002 which was
partially offset by a decrease in the weighted-average yield from 8.03%
in 2001 to 6.90% in 2002. Interest on securities decreased $44,000
primarily due to a decrease in the average securities portfolio balance
from $10.2 million in 2001 to $8.6 million in 2002 and a decrease in the
weighted average yield from 5.87% in 2001 to 4.92% in 2002. Interest
income on other interest-earning assets decreased $20,000 due to a
decrease in the average balance of other interest-earning assets from
$4.6 million in 2001 to $3.7 million in 2002 and a decrease in the
weighted average yield from 3.76% in 2001 to 2.50% in 2002.
|
| |  |  | Interest expense on interest-bearing deposits decreased to $337,000 for the
three months ended September 30, 2002 from $354,000 for the three months
ended September 30, 2001. Interest expense on interest-bearing deposits
decreased due to a decrease in the weighted rate paid from 4.69% in 2001 to
3.11% in 2002 which was partially offset by an increase in the average
balance from $30.2 million in 2001 to $43.4 million in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  |  | 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 was
$55,000 for the three months ended September 30, 2002 compared to $52,000
for the comparable period in 2001. Management believes the balance in
the allowance for loan losses of $489,000 at September 30, 2002 is
adequate.                                                                                                                                                                                                                                                                                                                                      
|
| |  |  | Noninterest Income.Noninterest income increased $8,000 during the three
month period ended September 30, 2002 compared to the same period in 2001
due an increase in service charges and fees due to the growth in deposit
accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |  | Noninterest Expenses. Noninterest expenses increased $91,000 during the
three-month period ended September 30, 2002 compared to the same period
in 2001. Noninterest expense increased primarily due to an increase in
salaries and employee benefits due to the opening of a second banking
office during the second quarter of 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | Income Taxes.The income tax benefit for the three months ended September 30,
2002 was $15,000 (an effective rate of 38.5%) compared to $47,000 (an
effective rate of 37.6%) for the comparable 2001 period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

14



---



##### 



SUNCOAST BANCORP, INC. AND SUBSIDIARY

Comparison of the Nine-Month Periods Ended September 30, 2002 and 2001



| |  |  | General. Net loss for the nine months ended September 30, 2002 was $73,000 or
$.10 basic and diluted loss per share compared to a net loss of $287,000
or $.41 basic and diluted loss per share for the nine months ended
September 30, 2001. The decrease in the Companys net loss was primarily
due to an increase in net interest income and noninterest income,
partially offset by an increase in noninterest expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Interest Income and Expense. Interest income increased by $477,000, from
$1,679,000 for the nine months ended September 30, 2001 to $2,156,000 for
the nine months ended September 30, 2002. Interest income on loans
increased $659,000 primarily due to an increase in the average loan
portfolio balance from $17.6 million for the nine months ended September
30, 2001 to $34.0 million for the comparable period in 2002 which was
partially offset by a decrease in the weighted-average yield from 8.34%
in 2001 to 6.91% in 2002. Interest on securities decreased $67,000
primarily due to a decrease in the weighted average yield from 6.25% in
2001 to 5.45% in 2002 and a decrease in the average securities portfolio
balance from $8.8 million in 2001 to $8.4 million in 2002. Interest
income on other interest-earning assets decreased $115,000 due to a
decrease in the average balance of other interest-earning assets from
$5.1 million in 2001 to $3.9 million in 2002 and a decrease in the
weighted average yield from 4.34% in 2001 to 1.78% in 2002.
|
| |  |  | Interest expense on interest-bearing deposits decreased to $959,000 for the
nine months ended September 30, 2002 from $968,000 for the nine months ended
September 30, 2001. Interest expense on interest-bearing deposits decreased
due to a decrease in the weighted rate paid from 5.04% in 2001 to 3.10% in
2002 which was partially offset by an increase in the average balance from
$25.6 million in 2001 to $41.2 million in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | 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 was
$137,000 and $134,000 for the nine months ended September 30, 2002 and
2001, respectively. Management believes the balance in the allowance for
loan losses of $489,000 at September 30, 2002 is adequate.                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | Noninterest Income.Noninterest income increased $57,000 during the nine
month period ended September 30, 2002 compared to the same period in 2001
primarily due to gains recognized in 2002 on the sale of securities
available for sale of $35,000 and an increase in service charges and fees
due to the growth in deposit accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  |  | Noninterest Expenses. Noninterest expenses increased $215,000 during the
nine-month period ended September 30, 2002 compared to the same period in
2001. Noninterest expense increased primarily due to an increase in
salaries and employee benefits and occupancy expense due to the opening
of a second banking office during the second quarter of 2001. In
addition, there has been an increase in all noninterest expenses due to
the overall growth of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | Income Taxes.The income tax benefit for the nine months ended September 30,
2002 was $44,000 (an effective rate of 37.6%) compared to $172,000 (an
effective rate of 37.5%) for the comparable 2001 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



---



##### 



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). 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)                                                                                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|99.1        |  | CEO Certifications required under Section 906 of Sarbanes-Oxley Act of
2002                                                                                                                                                                                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|99.2        |  | CFO Certifications required under 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 September 30, 2002.

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: November 5, 2002 |  | By: |  | /s/John T. Stafford                                                                                  
|                       |  |     |  |                                                                                                      
|                       |  |     |  | John T. Stafford, President and Chief Executive Officer                                              
|                       |  |     |  |                                                                                                      
|                       |  |     |  |                                                                                                      
|Date: November 5, 2002 |  | By: |  | /s/John S. Wilks                                                                                     
|                       |  |     |  |                                                                                                      
|                       |  |     |  | John S. Wilks, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)

CERTIFICATIONS

|                                    |  |                                                                                                                                                                                                                                                                                                                               
|----------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|I, John T. Stafford, certify, that:
|                                    |  |                                                                                                                                                                                                                                                                                                                               
|1.                                  |  | I have reviewed this quarterly report on Form 10-QSB of
SunCoast Bancorp, Inc.;                                                                                                                                                                                                                                               
|                                    |  |                                                                                                                                                                                                                                                                                                                               
|2.                                  |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|                                    |  |                                                                                                                                                                                                                                                                                                                               
|3.                                  |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;                   
|                                    |  |                                                                                                                                                                                                                                                                                                                               
|4.                                  |  | The registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:                                                                                                      

| |  |     |  |                                                                         
| |  | --- |  | ------------------------------------------------------------------------
| |  | (a) |  | designed such disclosure controls and procedures to
ensure that material

18



---



##### 



| |  |     |  |                                                                                                                                                                                                                  
| |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |  | information relating to the registrant, including its
consolidated subsidiary, is made known to us by others within
that entity, particularly during the period in which this
quarterly report is being prepared;
| |  |     |  |                                                                                                                                                                                                                  
| |  | (b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                    
| |  |     |  |                                                                                                                                                                                                                  
| |  | (c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                          

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

| |  |     |  |                                                                                                                                                                                                                                                                                                   
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | all significant deficiencies in the design or
operation of the internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| |  |     |  |                                                                                                                                                                                                                                                                                                   
| |  | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                            

|   |  |                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. |  | The registrants other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect the internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|      |  |                  |  |     |  |                                                        
|----- |  | ---------------- |  | --- |  | -------------------------------------------------------
|Date: |  | November 5, 2002 |  | By: |  | /s/ John T. Stafford                                   
|      |  |                  |  |     |  |                                                        
|      |  |                  |  |     |  | John T. Stafford, President and Chief
Executive Officer

I, John S. Wilks, certify, that:

|   |  |                                                                                                                                                                                                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | I have reviewed this quarterly report on Form 10-QSB of SunCoast
Bancorp, Inc.;                                                                                                                                                                                                                                               
|   |  |                                                                                                                                                                                                                                                                                                                               
|2. |  | Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|   |  |                                                                                                                                                                                                                                                                                                                               
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;                   

19



---



##### 



|   |  |                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. |  | The registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

| |  |     |  |                                                                                                                                                                                                                                                                                           
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiary, is made known to us by
others within that entity, particularly during the period in
which this quarterly report is being prepared;
| |  |     |  |                                                                                                                                                                                                                                                                                           
| |  | (b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                             
| |  |     |  |                                                                                                                                                                                                                                                                                           
| |  | (c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                   

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

| |  |     |  |                                                                                                                                                                                                                                                                                                   
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | all significant deficiencies in the design or
operation of the internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| |  |     |  |                                                                                                                                                                                                                                                                                                   
| |  | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                            

|   |  |                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. |  | The registrants other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect the internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|      |  |                  |  |     |  |                                                                                                     
|----- |  | ---------------- |  | --- |  | ----------------------------------------------------------------------------------------------------
|Date: |  | November 5, 2002 |  | By: |  | /s/ John S. Wilks                                                                                   
|      |  |                  |  |     |  |                                                                                                     
|      |  |                  |  |     |  | John S. Wilks, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer

20