##### Table of Contents

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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(Mark One)

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

For the quarterly period ended March 31, 2006



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

For the transition period from  to

Commission file number 0-26231



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SUNCOAST BANCORP, INC.

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 65-0827141                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

8592 Potter Park Drive, Suite 200

Sarasota, Florida 34238

(Address of principal executive offices)

(941) 923-0500

(Issuers telephone number)



(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 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 ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

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 |  | 1,055,576 shares             
|(class)                                |  | Outstanding at April 25, 2006

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



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

INDEX



|                                                                                                                             |  |      
|---------------------------------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                                             |  | Page 
|PART I. FINANCIAL INFORMATION                                                                                                |  |      
|                                                                                                                             | 
|Item 1. 
Financial Statements                                                                                                |  |      
|                                                                                                                             | 
|Condensed Consolidated Balance Sheets -At March 31, 2006 (unaudited) and At December 31, 2005                                |  | 2    
|                                                                                                                             | 
|Condensed Consolidated Statements of Earnings -Three Months Ended March 31, 2006 and 2005 (unaudited)                        |  | 3    
|                                                                                                                             | 
|Condensed Consolidated Statements of Changes in Stockholders Equity -Three Months Ended March 31, 2006 and 2005 (unaudited) |  | 4    
|                                                                                                                             | 
|Condensed Consolidated Statements of Cash Flows -Three Months Ended March 31, 2006 and 2005 (unaudited)                      |  | 5    
|                                                                                                                             | 
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                             |  | 6-10 
|                                                                                                                             | 
|Review by Independent Registered Public Accounting Firm                                                                      |  | 11   
|                                                                                                                             | 
|Report of Independent Registered Public Accounting Firm                                                                      |  | 12   
|                                                                                                                             | 
|Item 2.
Managements Discussion and Analysis or Plan of Operation                                                            |  | 13-16
|                                                                                                                             | 
|Item 3. 
Controls and Procedures                                                                                             |  | 17   
|                                                                                                                             | 
|PART II. OTHER INFORMATION                                                                                                   |  |      
|                                                                                                                             | 
|Item 6.
Exhibits                                                                                                             |  | 18   
|                                                                                                                             | 
|SIGNATURES                                                                                                                   |  | 19   



1



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

($ in thousands, except per share amounts)



|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | ------- | -
|                                                                                                                                                                                                                                                                                 |  | March 31, 2006 |         |   | December 31, 2005 |        
|                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                                                                                                 |  | (Unaudited)    |         |   |                   |        
|Assets                                                                                                                                                                                                                                                                           |  |                |         |   |                   |         |  
|Cash and due from banks                                                                                                                                                                                                                                                          |  | $              | 2,880   |   |                   | 2,378   |  
|Interest-bearing deposits with banks                                                                                                                                                                                                                                             |  |                | 10      |   |                   | 30      |  
|Federal funds sold                                                                                                                                                                                                                                                               |  |                | 75      |   |                   | 2,215   |  
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|Total cash and cash equivalents                                                                                                                                                                                                                                                  |  |                | 2,965   |   |                   | 4,623   |  
|Securities available for sale                                                                                                                                                                                                                                                    |  |                | 9,226   |   |                   | 9,603   |  
|Loans, net of allowance for loan losses of $1,272 and $1,194                                                                                                                                                                                                                     |  |                | 117,104 |   |                   | 112,977 |  
|Premises and equipment, net                                                                                                                                                                                                                                                      |  |                | 3,811   |   |                   | 3,067   |  
|Federal Reserve Bank stock, at cost                                                                                                                                                                                                                                              |  |                | 418     |   |                   | 418     |  
|Federal Home Loan Bank stock, at cost                                                                                                                                                                                                                                            |  |                | 264     |   |                   | 202     |  
|Deferred tax assets                                                                                                                                                                                                                                                              |  |                | 330     |   |                   | 315     |  
|Accrued interest receivable                                                                                                                                                                                                                                                      |  |                | 484     |   |                   | 443     |  
|Other assets                                                                                                                                                                                                                                                                     |  |                | 448     |   |                   | 276     |  
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|Total assets                                                                                                                                                                                                                                                                     |  | $              | 135,050 |   |                   | 131,924 |  
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                                                             |  |                |         |   |                   |         |  
|Liabilities:                                                                                                                                                                                                                                                                     |  |                |         |   |                   |         |  
|Noninterest-bearing demand deposits                                                                                                                                                                                                                                              |  |                | 10,367  |   |                   | 11,880  |  
|Savings and NOW deposits                                                                                                                                                                                                                                                         |  |                | 8,678   |   |                   | 9,109   |  
|Money-market deposits                                                                                                                                                                                                                                                            |  |                | 25,079  |   |                   | 29,708  |  
|Time deposits                                                                                                                                                                                                                                                                    |  |                | 74,559  |   |                   | 66,138  |  
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|Total deposits                                                                                                                                                                                                                                                                   |  |                | 118,683 |   |                   | 116,835 |  
|Federal funds purchased                                                                                                                                                                                                                                                          |  |                | 1,046   |   |                   |        |  
|Other liabilities                                                                                                                                                                                                                                                                |  |                | 515     |   |                   | 388     |  
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|Total liabilities                                                                                                                                                                                                                                                                |  |                | 120,244 |   |                   | 117,223 |  
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|Stockholders equity:                                                                                                                                                                                                                                                            |  |                |         |   |                   |         |  
|Preferred stock, par value $.01 per share, 3,000,000 shares authorized, of which 780,000 designated as mandatorily convertible preferred stock
$12.50 liquidation value, of which 511,384 shares issued and outstanding as of March 31, 2006 and December 31, 2005, respectively |  |                | 5       |   |                   | 5       |  
|Common stock par value $0.01 per share, 10,000,000 shares authorized; 1,055,576 and 1,053,476 shares issued and outstanding as of
March 31, 2006 and December 31, 2005, respectively                                                                                             |  |                | 11      |   |                   | 11      |  
|Additional paid-in capital                                                                                                                                                                                                                                                       |  |                | 15,729  |   |                   | 15,709  |  
|Accumulated deficit                                                                                                                                                                                                                                                              |  |                | (729    | ) |                   | (839    | )
|Accumulated other comprehensive loss                                                                                                                                                                                                                                             |  |                | (210    | ) |                   | (185    | )
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|Total stockholders equity                                                                                                                                                                                                                                                       |  |                | 14,806  |   |                   | 14,701  |  
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                                       |  | $              | 135,050 |   |                   | 131,924 |  
|                                                                                                                                                                                                                                                                                 |  |                |         |   |                   |         |  

See Accompanying Notes to Condensed Consolidated Financial Statements.



2



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)



|                                                    |  |                              |       |   |      |       |  
|--------------------------------------------------- |  | ---------------------------- | ----- | - | ---- | ----- | -
|                                                    |  | Three Months Ended March 31, |      
|                                                    |  | 2006                         |       |   | 2005 |      
|Interest income:                                    |  |                              |       |   |      |       |  
|Loans                                               |  | $                            | 1,995 |   |      | 1,352 |  
|Securities                                          |  |                              | 108   |   |      | 90    |  
|Other interest-earning assets                       |  |                              | 30    |   |      | 21    |  
|                                                    |  |                              |       |   |      |       |  
|Total interest income                               |  |                              | 2,133 |   |      | 1,463 |  
|                                                    |  |                              |       |   |      |       |  
|Interest expense:                                   |  |                              |       |   |      |       |  
|Deposits                                            |  |                              | 945   |   |      | 494   |  
|Other borrowings                                    |  |                              | 7     |   |      | 2     |  
|                                                    |  |                              |       |   |      |       |  
|Total interest expense                              |  |                              | 952   |   |      | 496   |  
|                                                    |  |                              |       |   |      |       |  
|Net interest income                                 |  |                              | 1,181 |   |      | 967   |  
|Provision for loan losses                           |  |                              | 78    |   |      | 120   |  
|                                                    |  |                              |       |   |      |       |  
|Net interest income after provision for loan losses |  |                              | 1,103 |   |      | 847   |  
|                                                    |  |                              |       |   |      |       |  
|Noninterest income:                                 |  |                              |       |   |      |       |  
|Service charges on deposit accounts                 |  |                              | 8     |   |      | 10    |  
|Other service charges and fees                      |  |                              | 18    |   |      | 14    |  
|Other                                               |  |                              | 4     |   |      | 1     |  
|                                                    |  |                              |       |   |      |       |  
|Total noninterest income                            |  |                              | 30    |   |      | 25    |  
|                                                    |  |                              |       |   |      |       |  
|Noninterest expense:                                |  |                              |       |   |      |       |  
|Salaries and employee benefits                      |  |                              | 443   |   |      | 327   |  
|Occupancy and equipment                             |  |                              | 132   |   |      | 101   |  
|Professional fees                                   |  |                              | 82    |   |      | 56    |  
|Data processing                                     |  |                              | 47    |   |      | 43    |  
|Stationery and supplies                             |  |                              | 34    |   |      | 20    |  
|Other                                               |  |                              | 72    |   |      | 57    |  
|                                                    |  |                              |       |   |      |       |  
|Total noninterest expense                           |  |                              | 810   |   |      | 604   |  
|                                                    |  |                              |       |   |      |       |  
|Earnings before income taxes                        |  |                              | 323   |   |      | 268   |  
|Income taxes                                        |  |                              | 123   |   |      | 102   |  
|                                                    |  |                              |       |   |      |       |  
|Net earnings                                        |  |                              | 200   |   |      | 166   |  
|Preferred stock dividend                            |  |                              | (90   | ) |      | (123  | )
|                                                    |  |                              |       |   |      |       |  
|Net earnings available to common stockholders       |  | $                            | 110   |   |      | 43    |  
|                                                    |  |                              |       |   |      |       |  
|Earnings per share, basic and diluted               |  | $                            | .10   |   |      | .06   |  
|                                                    |  |                              |       |   |      |       |  
|Dividends per common share                          |  |                              |      |   |      |      |  
|                                                    |  |                              |       |   |      |       |  

See Accompanying Notes to Condensed Consolidated Financial Statements.



3



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

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

For the Three Months Ended March 31, 2006 and 2005

(In thousands)



|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|---------------------------------------------------------------------------------------- |  | -------------- | - | ----------- | -- | ------------------------ | ------ | ------------------ | ------ | - | ---------------------------------- | ---- | - | ------------------------ | ------ | -
|                                                                                         |  | PreferredStock |   | CommonStock |    | AdditionalPaid-InCapital |        | AccumulatedDeficit |        |   | AccumulatedOtherComprehensive Loss |      |   | TotalStockholdersEquity |       
|Balance at December 31, 2004                                                             |  | $              | 7 |             | 7  |                          | 15,109 |                    | (1,294 | ) |                                    | (36  | ) |                          | 13,793 |  
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Comprehensive income:                                                                    |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Net earnings (unaudited)                                                                 |  |                |  |             |   |                          |       |                    | 166    |   |                                    |     |   |                          | 166    |  
|Net change in unrealized loss on securities available for sale, net of taxes (unaudited) |  |                |  |             |   |                          |       |                    |       |   |                                    | (90  | ) |                          | (90    | )
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Comprehensive income (unaudited)                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          | 76     |  
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Preferred stock dividend (unaudited)                                                     |  |                |  |             |   |                          |       |                    | (123   | ) |                                    |     |   |                          | (123   | )
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Balance at March 31, 2005 (unaudited)                                                    |  | $              | 7 |             | 7  |                          | 15,109 |                    | (1,251 | ) |                                    | (126 | ) |                          | 13,746 |  
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Balance at December 31, 2005                                                             |  |                | 5 |             | 11 |                          | 15,709 |                    | (839   | ) |                                    | (185 | ) |                          | 14,701 |  
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Comprehensive income:                                                                    |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Net earnings (unaudited)                                                                 |  |                |  |             |   |                          |       |                    | 200    |   |                                    |     |   |                          | 200    |  
|Net change in unrealized loss on securities available for sale, net of taxes (unaudited) |  |                |  |             |   |                          |       |                    |       |   |                                    | (25  | ) |                          | (25    | )
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Comprehensive income (unaudited)                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          | 175    |  
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Common stock options exercised (unaudited)                                               |  |                |  |             |   |                          | 20     |                    |       |   |                                    |     |   |                          | 20     |  
|Preferred stock dividend (unaudited)                                                     |  |                |  |             |   |                          |       |                    | (90    | ) |                                    |     |   |                          | (90    | )
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  
|Balance at March 31, 2006 (unaudited)                                                    |  | $              | 5 |             | 11 |                          | 15,729 |                    | (729   | ) |                                    | (210 | ) |                          | 14,806 |  
|                                                                                         |  |                |   |             |    |                          |        |                    |        |   |                                    |      |   |                          |        |  

See Accompanying Notes to Condensed Consolidated Financial Statements.



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)



|                                                                                                                          |  |                              |        |   |      |        |  
|------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | ------ | -
|                                                                                                                          |  | Three Months Ended March 31, |       
|                                                                                                                          |  | 2006                         |        |   | 2005 |       
|Cash flows from operating activities:                                                                                     |  |                              |        |   |      |        |  
|Net earnings                                                                                                              |  | $                            | 200    |   |      | 166    |  
|Adjustments to reconcile net earnings to net cash provided by operating activities:                                       |  |                              |        |   |      |        |  
|Depreciation                                                                                                              |  |                              | 43     |   |      | 31     |  
|Provision for loan losses                                                                                                 |  |                              | 78     |   |      | 120    |  
|Net amortization of loan (costs) fees                                                                                     |  |                              | (4     | ) |      | 17     |  
|Deferred income taxes (benefit)                                                                                           |  |                              |       |   |      | 102    |  
|Increase in accrued interest receivable                                                                                   |  |                              | (41    | ) |      | (43    | )
|Increase in other assets                                                                                                  |  |                              | (172   | ) |      | (48    | )
|Increase in other liabilities                                                                                             |  |                              | 37     |   |      | 32     |  
|                                                                                                                          |  |                              |        |   |      |        |  
|Net cash provided by operating activities                                                                                 |  |                              | 141    |   |      | 377    |  
|                                                                                                                          |  |                              |        |   |      |        |  
|Cash flows from investing activities:                                                                                     |  |                              |        |   |      |        |  
|Repayment of securities available for sale                                                                                |  |                              | 337    |   |      | 418    |  
|Purchase of Federal Home Loan Bank stock                                                                                  |  |                              | (62    | ) |      | (36    | )
|Purchase of Federal Reserve Bank stock                                                                                    |  |                              |       |   |      | (176   | )
|Net increase in loans                                                                                                     |  |                              | (4,201 | ) |      | (9,349 | )
|Purchase of premises and equipment                                                                                        |  |                              | (787   | ) |      | (137   | )
|                                                                                                                          |  |                              |        |   |      |        |  
|Net cash used in investing activities                                                                                     |  |                              | (4,713 | ) |      | (9,280 | )
|                                                                                                                          |  |                              |        |   |      |        |  
|Cash flows from financing activities:                                                                                     |  |                              |        |   |      |        |  
|Net increase in deposits                                                                                                  |  |                              | 1,848  |   |      | 8,953  |  
|Net increase (decrease) in federal funds purchased                                                                        |  |                              | 1,046  |   |      | (91    | )
|Proceeds from common stock options exercised                                                                              |  |                              | 20     |   |      |       |  
|                                                                                                                          |  |                              |        |   |      |        |  
|Net cash provided by financing activities                                                                                 |  |                              | 2,914  |   |      | 8,862  |  
|                                                                                                                          |  |                              |        |   |      |        |  
|Net decrease in cash and cash equivalents                                                                                 |  |                              | (1,658 | ) |      | (41    | )
|                                                                                                                          |  |                             
|Cash and cash equivalents at beginning of period                                                                          |  |                              | 4,623  |   |      | 6,878  |  
|                                                                                                                          |  |                              |        |   |      |        |  
|Cash and cash equivalents at end of period                                                                                |  | $                            | 2,965  |   |      | 6,837  |  
|                                                                                                                          |  |                              |        |   |      |        |  
|Supplemental disclosure of cash flow information:                                                                         |  |                              |        |   |      |        |  
|Cash paid during the period for-                                                                                          |  |                              |        |   |      |        |  
|Interest                                                                                                                  |  | $                            | 951    |   |      | 475    |  
|                                                                                                                          |  |                              |        |   |      |        |  
|Income taxes                                                                                                              |  | $                            | 175    |   |      |       |  
|                                                                                                                          |  |                              |        |   |      |        |  
|Noncash transactions:                                                                                                     |  |                              |        |   |      |        |  
|Accumulated other comprehensive income (loss), net change in unrealized loss on securities available for sale, net of tax |  | $                            | (25    | ) |      | (90    | )
|                                                                                                                          |  |                              |        |   |      |        |  
|Preferred stock dividends payable                                                                                         |  | $                            | 90     |   |      | 123    |  
|                                                                                                                          |  |                              |        |   |      |        |  

See Accompanying Notes to Condensed Consolidated Financial Statements.



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited)



|(1) | Description of Business and Basis of Presentation
|--- | -------------------------------------------------

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

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting principally
of normal recurring accruals) necessary to present fairly the financial position at March 31, 2006 and the results of operations and cash flows for the three-month periods ended March 31, 2006 and 2005. The results of operations for the
three months ended March 31, 2006 are not necessarily indicative of the results to be expected for the year ending December 31, 2006.



|(2) | Loan Impairment and Loan Losses
|--- | -------------------------------

No loans were
identified as impaired at or during the three months ended March 31, 2006 and 2005. The activity in the allowance for loan losses is as follows (in thousands):



|                               |  |                             |       |      |    
|------------------------------ |  | --------------------------- | ----- | ---- | ---
|                               |  | Three Months EndedMarch 31,
|                               |  | 2006                        |       | 2005
|Balance at beginning of period |  | $                           | 1,194 |      | 864
|Provision charged to earnings  |  |                             | 78    |      | 120
|                               |  |                             |       |      |    
|Balance at end of period       |  | $                           | 1,272 |      | 984
|                               |  |                             |       |      |    

There were no nonaccrual loans or loans past due ninety days or more, but still accruing, at
March 31, 2006 or 2005.

(continued)



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued



|(3) | Earnings Per Share
|--- | ------------------

Earnings per share
(EPS) of common stock has been computed on the basis of the weighted-average number of shares of common stock outstanding. In 2006 and 2005, outstanding common stock options were considered dilutive securities for purposes of calculating
diluted EPS which is computed using the treasury stock method. The preferred stock is antidilutive. The following table presents the calculations of the weighted-average number of shares for diluted EPS (dollars in thousands, except share amounts):



|                                                                      |  |          |     |                         |           |                |   |    
|--------------------------------------------------------------------- |  | -------- | --- | ----------------------- | --------- | -------------- | - | ---
|                                                                      |  | Earnings |     | Weighted- AverageShares |           | PerShareAmount
|Three Months Ended March 31, 2006:                                    |  |          |     |                         |           |                |   |    
|Basic EPS:                                                            |  |          |     |                         |           |                |   |    
|Net earnings available to common stockholders                         |  | $        | 110 |                         | 1,054,013 |                | $ | .10
|                                                                      |  |          |     |                         |           |                |   |    
|Effect of dilutive securities-                                        |  |          |     |                         |           |                |   |    
|Incremental shares from assumed conversion of options                 |  |          |    |                         | 30,972    |                |   |    
|                                                                      |  |          |     |                         |           |                |   |    
|Diluted EPS:                                                          |  |          |     |                         |           |                |   |    
|Net earnings available to common stockholders and assumed conversions |  | $        | 110 |                         | 1,084,985 |                | $ | .10
|                                                                      |  |          |     |                         |           |                |   |    
|Three Months Ended March 31, 2005:                                    |  |          |     |                         |           |                |   |    
|Basic EPS:                                                            |  |          |     |                         |           |                |   |    
|Net earnings available to common stockholders                         |  | $        | 43  |                         | 734,981   |                | $ | .06
|                                                                      |  |          |     |                         |           |                |   |    
|Effect of dilutive securities-                                        |  |          |     |                         |           |                |   |    
|Incremental shares from assumed conversion of options                 |  |          |    |                         | 25,670    |                |   |    
|                                                                      |  |          |     |                         |           |                |   |    
|Diluted EPS:                                                          |  |          |     |                         |           |                |   |    
|Net earnings available to common stockholders and assumed conversions |  | $        | 43  |                         | 760,651   |                | $ | .06
|                                                                      |  |          |     |                         |           |                |   |    

(continued)



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued



|(4) | Stock Options
|--- | -------------

The Company has both an Employee and
Director Stock Option Plan. Under the Employee Stock Option Plan, the exercise price of the common stock options must at least equal the fair market value of the common stock at the date of grant. Options granted under this plan are exercisable for
10 years from date of grant and vest in increments of 20% per year commencing one year from grant date. In December 2005, the Companys Board of Directors approved the acceleration of vesting of all outstanding stock options. A total of
58,800 shares of common stock have been reserved under this Plan. At March 31, 2006, no options remain available for grant.

Under the
Director Stock Option Plan, the exercise price of the stock options is the fair market value of the common stock at the date of grant. The options have a ten year term. These options vest in increments of 20% per year commencing one year from
grant date. A total of 44,100 shares of common stock have been reserved under this Plan. In December 2005, the Companys Board of Directors approved the acceleration of vesting of all outstanding stock options. At March 31, 2006, no
options remain available for grant ($ in thousands, except per share information).



|                                 |  |                 |   |  |                                |            |                                  |   |                       |  |   |       |  
|-------------------------------- |  | --------------- | - |  | ------------------------------ | ---------- | -------------------------------- | - | --------------------- |  | - | ----- | -
|                                 |  | Number ofShares |   |  | Range of Per ShareOption Price |            | Weighted- Average Per
SharePrice |   | Aggregate OptionPrice | 
|Outstanding at December 31, 2005 |  | 102,900         |   |  | $                              | 9.52-17.00 |                                  | $ | 10.78                 |  | $ | 1,109 |  
|Options exercised                |  | (2,100          | ) |  |                                | 9.52       |                                  |   | 9.52                  |  |   | (20   | )
|Options granted                  |  |                |   |  |                                |           |                                  |   |                      |  |   |      |  
|                                 |  |                 |   |  |                                |            |                                  |   |                       |  |   |       |  
|Outstanding at March 31, 2006    |  | 100,800         |   |  | $                              | 9.52-17.00 |                                  | $ | 10.80                 |  | $ | 1,089 |  
|                                 |  |                 |   |  |                                |            |                                  |   |                       |  |   |       |  



|(5) | Share-Based Compensation
|--- | ------------------------

Prior to January 1,
2006, the Companys stock option plans were accounted for under the recognition and measurement provisions of APB Opinion No. 25 (Opinion 25), Accounting for Stock Issued to Employees, and related Interpretations, as permitted by
FASB Statement No. 123, Accounting for Stock-Based Compensation (as amended by SFAS N. 148, Accounting for Stock-Based Compensation Transition and Disclosure) (collectively SFAS 123). No stock-based employee compensation cost was
recognized in the Companys Statement of Earnings through December 31, 2005, as all options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective
January 1, 2006, the Company adopted the fair vale recognition provisions of FASB Statement No. 123(R), Share-Based Payment (SFAS 123R), using the modified-perspective-transition method. Under that transition method, compensation
cost recognized in 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of, January 1, 2006, based on the grant date fair value calculated in accordance with the original provisions of
SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). As of December 31, 2005, all
stock options were fully vested.

(continued)



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SUNCOAST BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued



|(5) | Share-Based Compensation, Continued
|--- | -----------------------------------

In December
2005, the Companys Board of Directors approved the acceleration of vesting of all outstanding stock options (the Acceleration). In accordance with SFAS 123, in 2005 the Company expensed the remaining unrecognized compensation cost
associated with the options with accelerated vesting in the proforma disclosure. These actions were taken in order to avoid expense recognition in future financial statements upon adoption of SFAS 123(R).

The following table illustrates the effect on net earnings if the Company had applied the fair value recognition provisions of SFAS 123, to stock-based
employee compensation (in thousands, except per share amounts).



|                                                                                                                                       |  |                                   |     |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | --- | -
|                                                                                                                                       |  | Three Months Ended March 31, 2005 |    
|Net earnings applicable to common stockholders, as reported                                                                            |  | $                                 | 43  |  
|Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of related tax
effect |  |                                   | (10 | )
|                                                                                                                                       |  |                                   |     |  
|Proforma net earnings applicable to common stockholders                                                                                |  | $                                 | 33  |  
|                                                                                                                                       |  |                                   |     |  
|Earnings per share, basic and diluted                                                                                                  |  | $                                 | .06 |  
|                                                                                                                                       |  |                                   |     |  
|Proforma earnings per share, basic and diluted                                                                                         |  | $                                 | .04 |  
|                                                                                                                                       |  |                                   |     |  

The fair value of each option granted is estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions; there were no options granted during the three months ended March 31, 2006.



|                                                                           |  |                                   |      |  
|-------------------------------------------------------------------------- |  | --------------------------------- | ---- | -
|                                                                           |  | Three Months Ended March 31, 2005 |     
|Weighted-average risk-free interest rate                                   |  |                                   | 4.51 | %
|Dividend yield                                                             |  |                                   |     | %
|Volatility                                                                 |  |                                   | 7    | %
|Expected life in years                                                     |  |                                   | 7.5  |  
|Weighted-average grant date fair value of options issued during the period |  | $                                 | 4.27 |  
|                                                                           |  |                                   |      |  

(continued)



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SUNCOAST BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued



|(6) | Regulatory Capital
|--- | ------------------

The Bank is required to
maintain certain minimum regulatory capital requirements. The following is a summary at March 31, 2006 of the regulatory capital requirements and the Banks actual capital on a percentage basis:



|                                                |  |        |   |  |                                                    |  
|----------------------------------------------- |  | ------ | - |  | -------------------------------------------------- | -
|                                                |  | Actual |   |  | Regulatory Requirement For Well- Capitalized
Banks |  
|Total capital to risk-weighted assets           |  | 11.61  | % |  | 10.00                                              | %
|Tier I capital to risk-weighted assets          |  | 10.68  | % |  | 6.00                                               | %
|Tier I capital to total assets - leverage ratio |  | 10.89  | % |  | 5.00                                               | %

At March 31, 2006, management believes the Bank is adequately capitalized.



|(7) | Preferred Stock
|--- | ---------------

In 2004, the Company sold 480,000
shares of cumulative convertible preferred stock for proceeds of $5,913,000, net of issuance costs of approximately $87,000. The cumulative convertible preferred stock is mandatorily convertible into common stock at a conversion price of $10.50 per
share (subject to antidilution adjustments) on the earlier of December 31, 2006 or a change of control of the Company. In addition, per share cumulative dividends of shares of preferred stock computed at 6% per annum are payable on
December 31, 2005 and 2006. On December 31, 2005, the Company issued 31,384 shares of preferred stock as dividends.

In 2003, the
Company sold 225,400 shares of cumulative convertible preferred stock for proceeds of $2,219,000, net of issuance costs of approximately $35,000. The cumulative convertible preferred stock was mandatorily convertible into common stock at a
conversion price of $8.10 per share (subject to antidilution adjustments) on September 30, 2005. The Company issued 13,524 and 15,575 shares of preferred stock as dividends on September 30, 2005 and September 30, 2004, respectively.
On September 30, 2005, 254,499 shares of preferred stock were converted to 314,270 shares of common stock of the Company.

Cumulative
accrued dividends on all preferred stock totaled approximately $90,000 at March 31, 2006.



|(8) | Pending Acquisition
|--- | -------------------

On March 16, 2006, the
Company entered into an agreement to merge with NBC Capital Corporation (NBC). As a result of the merger, each share of common stock of the Company will be converted into the right to receive the merger consideration equal to $20.50,
subject to certain potential adjustments. The aggregate merger consideration is approximately $34.8 million. Holders of the Companies common stock may elect to receive their pro rata share of the merger consideration in cash, shares of the common
stock of NBC, or a combination of cash and stock; provided, however, that, notwithstanding any elections, in the aggregate, 45% of the merger consideration paid by NBC in connection with the merger will be paid in cash. In addition, each option to
purchase the Companys common stock will be converted into cash in the amount of $20.50 less the exercise price of each such option. This agreement is subject to shareholder and regulatory approval.



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

Review by Independent Registered Public Accounting Firm

Hacker, Johnson & Smith PA, the Companys independent registered public accounting firm, have made a limited review of the financial data as of
March 31, 2006, and for the three-month periods ended March 31, 2006 and 2005 presented in this document, in accordance with standards established by the Public Company Accounting Oversight Board.

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



11



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

SunCoast Bancorp, Inc.

Sarasota, Florida:

We have
reviewed the accompanying condensed consolidated balance sheet of SunCoast Bancorp, Inc. and Subsidiary (the Company) as of March 31, 2006, and the related condensed consolidated statements of earnings, stockholders equity and
cash flows for the three-month periods ended March 31, 2006 and 2005. These interim condensed financial statements are the responsibility of the Companys management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the
Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

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

We have previously audited, in accordance with the
standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of the Company as of December 31, 2005, and the related consolidated statements of earnings, stockholders equity and cash flows for the year then
ended (not presented herein); and in our report dated February 17, 2006, except for note 18, as to which the date is March 20, 2006, 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, 2005, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Hacker, Johnson & Smith PA

HACKER, JOHNSON & SMITH PA

Tampa, Florida

April 19, 2006



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SUNCOAST BANCORP, INC. AND SUBSIDIARY

Item 2. Managements Discussion and Analysis

or Plan of Operation

General

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

Liquidity and Capital Resources

The Companys primary sources of cash during the three months ended March 31, 2006 were from net deposit inflows of $1.8
million, proceeds from the repayment of securities available for sale of $337,000 and net cash provided by operations of $141,000. Cash was used primarily to originate loans, net of principal repayments, totaling $4.2 million.

Off-Balance-Sheet Financial Instruments

The Company
is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are unused lines of credit, commitments to extend credit and standby letters
of credit and may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the consolidated balance sheet. The contract amounts of these instruments reflect the extent of involvement the Company
has in these financial instruments.

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

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

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



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SUNCOAST BANCORP, INC. AND SUBSIDIARY

Item 2. Managements Discussion and Analysis

or Plan of
Operation, Continued

A summary of the Companys financial instruments with off-balance sheet risk at March 31, 2006 follows
(in thousands):



|                                       |  |                 |       
|-------------------------------------- |  | --------------- | ------
|                                       |  | Contract Amount
|Commitments to extend credit           |  | $               | 3,888 
|                                       |  |                 |       
|Unused line of credit and construction |  | $               | 31,328
|                                       |  |                 |       
|Standby letters of credit              |  | $               | 702   
|                                       |  |                 |       

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

Results of Operations

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



|                                                                                                |  |                                  |   |  |                             |   |  |                                  |  
|----------------------------------------------------------------------------------------------- |  | -------------------------------- | - |  | --------------------------- | - |  | -------------------------------- | -
|                                                                                                |  | Three Months Ended March 31,2006 |   |  | Year EndedDecember 31, 2005 |   |  | Three Months Ended March 31,2005 |  
|Average equity as a percentage of average assets                                                |  | 11.05                            | % |  | 11.87                       | % |  | 13.29                            | %
|Equity to total assets at end of period                                                         |  | 10.96                            | % |  | 11.14                       | % |  | 12.51                            | %
|Return on average assets (1)                                                                    |  | .60                              | % |  | .77                         | % |  | 0.64                             | %
|Return on average equity (1)                                                                    |  | 5.41                             | % |  | 6.53                        | % |  | 4.80                             | %
|Noninterest expenses to average assets (1)                                                      |  | 2.42                             | % |  | 2.20                        | % |  | 2.32                             | %
|Nonperforming loans and foreclosed real estate as a percentage of total assets at end of period |  |                                 | % |  |                            | % |  |                                 | %

---

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



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SUNCOAST BANCORP, INC. AND SUBSIDIARY

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



|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|-------------------------------------------------------------------------------- |  | ---------------------------- | ------- | -------------------- | ---- | ----------------- |  | ---- | -------------- |  | -------------------- | ------- | ----------------- | - | ----- |  | ---- | -
|                                                                                 |  | Three Months Ended March 31, |        
|                                                                                 |  | 2006                         |         |                      | 2005 |                  
|                                                                                 |  | AverageBalance               |         | InterestandDividends |      | AverageYield/Rate |  |      | AverageBalance |  | InterestandDividends |         | AverageYield/Rate |  
|                                                                                 |  | (Dollars in thousands)       |        
|Interest-earning assets:                                                         |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Loans                                                                            |  | $                            | 114,926 |                      |      | 1,995             |  | 6.94 | %              |  | $                    | 86,753  |                   |   | 1,352 |  | 6.23 | %
|Securities                                                                       |  |                              | 9,489   |                      |      | 108               |  | 4.55 |                |  |                      | 9,229   |                   |   | 90    |  | 3.90 |  
|Other interest-earning assets (1)                                                |  |                              | 3,290   |                      |      | 30                |  | 3.65 |                |  |                      | 3,150   |                   |   | 21    |  | 2.67 |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Total interest-earning assets                                                    |  |                              | 127,705 |                      |      | 2,133             |  | 6.68 |                |  |                      | 99,132  |                   |   | 1,463 |  | 5.90 |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Noninterest-earning assets                                                       |  |                              | 6,020   |                      |      |                   |  |      |                |  |                      | 5,006   |                   |   |       |  |      |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Total assets                                                                     |  | $                            | 133,725 |                      |      |                   |  |      |                |  | $                    | 104,138 |                   |   |       |  |      |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Interest-bearing liabilities:                                                    |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Savings, NOW, money-market deposit accounts                                      |  |                              | 36,237  |                      |      | 230               |  | 2.54 |                |  |                      | 40,405  |                   |   | 177   |  | 1.75 |  
|Time deposits                                                                    |  |                              | 71,491  |                      |      | 715               |  | 4.00 |                |  |                      | 39,812  |                   |   | 317   |  | 3.18 |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Total interest-bearing deposits                                                  |  |                              | 107,728 |                      |      | 945               |  | 3.51 |                |  |                      | 80,217  |                   |   | 494   |  | 2.46 |  
|                                                                                 |  |                              |         |                      |      |                  
|Federal funds purchased                                                          |  |                              | 558     |                      |      | 7                 |  | 5.02 |                |  |                      | 350     |                   |   | 2     |  | 2.29 |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Total interest-bearing liabilities                                               |  |                              | 108,286 |                      |      | 952               |  | 3.52 |                |  |                      | 80,567  |                   |   | 496   |  | 2.46 |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Noninterest-bearing liabilities                                                  |  |                              | 10,665  |                      |      |                   |  |      |                |  |                      | 9,730   |                   |   |       |  |      |  
|Stockholders equity                                                             |  |                              | 14,774  |                      |      |                   |  |      |                |  |                      | 13,841  |                   |   |       |  |      |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Total liabilities and stockholders equity                                       |  | $                            | 133,725 |                      |      |                   |  |      |                |  | $                    | 104,138 |                   |   |       |  |      |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Net interest income                                                              |  |                              |         |                      | $    | 1,181             |  |      |                |  |                      |         |                   | $ | 967   |  |      |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Interest-rate spread (2)                                                         |  |                              |         |                      |      |                   |  | 3.16 | %              |  |                      |         |                   |   |       |  | 3.44 | %
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Net interest margin (3)                                                          |  |                              |         |                      |      |                   |  | 3.70 | %              |  |                      |         |                   |   |       |  | 3.90 | %
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                              | 1.18    |                      |      |                   |  |      |                |  |                      | 1.23    |                   |   |       |  |      |  
|                                                                                 |  |                              |         |                      |      |                   |  |      |                |  |                      |         |                   |   |       |  |      |  

---

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

|(2) | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Net interest margin is net interest income divided by average interest-earning assets.
|--- | --------------------------------------------------------------------------------------



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

Comparison of the Three-Month Periods Ended March 31, 2006 and 2005

General. Net earnings available to common stockholders for the three months ended March 31, 2006 were $110,000 or $.10 basic and diluted earnings per share, compared to $43,000 or $.06 basic and diluted earnings per share
for the three months ended March 31, 2005. The increase in the Companys net earnings applicable to common stockholders was primarily due to an increase in net interest income and a decrease in preferred stock dividends, partially offset
by an increase in noninterest expenses.

Interest Income and Expense. Interest income increased to $2,133,000 for the three
months ended March 31, 2006 from $1,463,000 for the three months ended March 31, 2005. Interest income on loans increased to $1,995,000 compared to $1,352,000 for the three months ended March 31, 2005, primarily due to an increase in
the average loan portfolio balance for the three months ended March 31, 2006 and an increase in the weighted-average yield on loans. Interest on securities increased by $18,000 in 2006 primarily due to an increase in both the average securities
balance and the weighted-average yield in 2006.

Interest expense on interest-bearing deposits increased to $945,000 for the three months
ended March 31, 2006 as compared to $494,000 for the three months ended March 31, 2005. Interest expense on interest-bearing deposits increased due to an increase in the average balance in 2005 and due to an increase in the weighted
interest rate paid on deposits.

Provision for Loan Losses. The provision for loan losses is charged to earnings to bring the
total allowance to a level deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of nonperforming loans, general economic conditions,
particularly as they relate to the Companys market areas, and other factors related to the collectibility of the Companys loan portfolio. The provision for loan losses was $78,000 for the three months ended March 31, 2006 compared
to $120,000 for the comparable period in 2005. Management believes the balance in the allowance for loan losses of $1,272,000 at March 31, 2006 is adequate.

Noninterest Income.Noninterest income increased to $30,000 during the three month period ended March 31, 2006 compared to $25,000 for the same period in 2005.

Noninterest Expenses. Noninterest expenses increased to $810,000 during the three-month period ended March 31, 2006 compared to
$604,000 for the same period in 2005. Noninterest expense increased primarily due to the growth of the Company, the opening of a new banking office and legal fees of $41,000 associated with the pending acquisition.

Income Taxes. Income taxes for the three months ended March 31, 2006 were $123,000 (an effective rate of 38%) compared to income taxes
of $102,000 (an effective rate of 38%) for the comparable 2005 period.



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

Item 3. Controls and Procedures



|a. | Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports
that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their
evaluation of those controls and procedures as of March 31, 2006, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the Companys disclosure controls and procedures were effective.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

PART II. OTHER INFORMATION

Item 6. Exhibits

The following exhibits are filed with this report:



|            |  |                                                                                                                                                                                                                                                                 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                          
|3.1         |  | Restated Articles of Incorporation of SunCoast Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to SunCoasts Registration Statement No. 333-70231 (the Registration
Statement)).                                                                      
|            | 
|3.1.1       |  | Articles of Amendment of the Restated Articles of Incorporation of SunCoast Bancorp, Inc. establishing Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Form 10-QSB
filed by SunCoast for the quarter ended June 30, 2003).         
|            | 
|3.1.2       |  | Articles of Amendment of the Restated Articles of Incorporation of SunCoast Bancorp, Inc. establishing 2004 Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1.2 of the Form
10-QSB filed by SunCoast for the quarter ended March 31, 2005).
|            | 
|3.2         |  | Bylaws of SunCoast Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement).                                                                                                                                                      
|            | 
|10.1        |  | Employment Agreement dated March 16, 2006 between SunCoast Bank and John S. Wilks.                                                                                                                                                                              
|            | 
|10.2        |  | Employment Agreement dated March 16, 2006 between SunCoast Bank and William F. Gnerre.                                                                                                                                                                          
|            | 
|31.1        |  | Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                                                                                                            
|            | 
|31.2        |  | Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                                                                                                                                            
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002                                                                                                                   
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002                                                                                                                   



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##### Table of Contents

SUNCOAST BANCORP, INC. AND SUBSIDIARY

SIGNATURES

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



|                   |  |                        |  |                                                                                                      
|------------------ |  | ---------------------- |  | -----------------------------------------------------------------------------------------------------
|                   |  | SUNCOAST BANCORP, INC.
|                   |  | (Registrant)          
|                   |  |                       
|Date: May 15, 2006 |  | By:                    |  | /s/ John T. Stafford                                                                                 
|                   |  |                        |  | John T. Stafford, President and Chief Executive Officer                                              
|                   |  |                       
|Date: May 15, 2006 |  | By:                    |  | /s/ John S. Wilks                                                                                    
|                   |  |                        |  | John S. Wilks, Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)



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