<PAGE>   1


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   Form 10-QSB


  X      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934
         For the quarterly period ended June 30, 2003

___      Transition report under Section 13 or 15(d) of the Exchange Act
         For the transition period from _______ to _________

                        Commission File Number 333-67435

                           CITIZENS FIRST CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

         Kentucky                                          61-0912615
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                1805 Campbell Lane, Bowling Green, Kentucky 42101
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (270) 393-0700

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  ___

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

         CLASS                                   OUTSTANDING AT AUGUST 14, 2003
         -----                                   ------------------------------
Common Stock, no par value                                    722,678


Transitional Small Disclosure Format:  Yes ___     No   X
                                        1
<PAGE> 2
                           CITIZENS FIRST CORPORATION

                                TABLE OF CONTENTS
                                                                        Page No.

PART I.  FINANCIAL INFORMATION

         ITEM 1.  Financial Statements                                    3-10

         ITEM 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             11-18

         ITEM 3. Controls and Procedures                                    19

PART II.  OTHER INFORMATION

         ITEM 4. Submission of Matters to a Vote of Security Holders        20

         ITEM 6. Exhibits and Reports on Form 8-K                           20

         Signatures                                                         21

         Exhibits                                                        22-25
                                        2
<PAGE>  3
PART 1. FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
CITIZENS FIRST CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                    (Unaudited)
                                                                  June 30, 2003   December 31, 2002
Assets
<S>                                                               <C>              <C>
 Cash and due from banks ......................................   $   5,008,000    $   5,204,747
 Federal funds sold ...........................................       2,688,935        8,718,070
                                                                  -------------    -------------
     Cash and cash equivalents ................................       7,696,935       13,922,817

Available for sale securities (amortized cost of $17,614,526 as
of June 30, 2003; $15,980,411 as of December 31, 2002)               17,688,014       16,186,406
Federal Home Loan Bank (FHLB) Stock ...........................         416,700          353,600
Mortgage loans held for sale ..................................       1,499,751          305,200
 Loans ........................................................     124,787,813       95,959,056
 Less allowance for loan losses ...............................       2,900,907        1,300,258
                                                                  -------------    -------------
    Net loans .................................................     121,886,906       94,658,798

 Premises and equipment, net ..................................       3,305,392        1,840,022
 Interest receivable ..........................................         530,709          651,412
 Other real estate owned ......................................            --             70,000
 Deferred income taxes ........................................         845,948          335,193
 Goodwill .....................................................         384,243             --
 Other assets .................................................         180,976          119,681
                                                                  -------------    -------------
    Total assets ..............................................   $ 154,435,574    $ 128,443,129
                                                                  =============    =============

 Liabilities and Stockholders' Equity
 Deposits:
   Demand deposits ............................................   $  10,598,983    $  11,304,108
   Savings, NOW and money market deposits .....................      49,109,000       34,676,471
   Time deposits ..............................................      68,176,550       59,912,754
                                                                  -------------    -------------
     Total deposits ...........................................     127,884,533      105,893,333

 Securities sold under agreements to repurchase ...............       4,431,233        5,833,512
 Federal Home Loan Bank (FHLB) borrowings .....................      11,000,000        7,000,000
 Long-term debt ...............................................       2,300,000          900,000
 Deferred income taxes ........................................            --             15,231
 Accrued interest and other liabilities .......................         673,780          962,801
                                                                  -------------    -------------
    Total liabilities .........................................     146,289,546      120,604,877

 Stockholders' equity:
   Common stock, no par value authorized 2,000,000
     shares; issued and outstanding 722,678 and 643,053
     shares, respectively .....................................       8,383,045        7,357,477
   Retained earnings (deficit) ................................        (285,519)         344,818
   Accumulated other comprehensive income .....................          48,502          135,957
                                                                  -------------    -------------
     Total stockholders' equity ...............................       8,146,028        7,838,252
                                                                  -------------    -------------
      Total liabilities
        And stockholders' equity ..............................   $ 154,435,574    $ 128,443,129
                                                                  =============    =============
</TABLE>
See accompanying notes to condensed consolidated  financial statements.
                                        3
<PAGE>  4
CITIZENS FIRST CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)

 FOR THE THREE MONTHS ENDED JUNE 30:          2003          2002

 Interest income
  Loans, including fees ..............   $ 1,769,060    $ 1,440,385
  Federal funds sold .................         7,421          5,051
  Securities .........................       107,913        149,875
  Other ..............................         4,050          3,489
                                         -----------    -----------
  Total interest income ..............     1,888,444      1,598,800

Interest expense
  Deposits ...........................       629,223        641,964
  Other borrowings ...................        98,818         58,699
                                         -----------    -----------
  Total interest expense .............       728,041        700,663
                                         -----------    -----------

Net interest income ..................     1,160,403        898,137

  Provision for loan losses ..........     1,490,000         70,000
                                         -----------    -----------


Net interest income (loss) after
  provision for loan losses ..........      (329,597)       828,137
                                         -----------    -----------


Non-interest income
  Service charges on deposit accounts        173,033        136,478
  Income from the sale of loans ......       188,808          1,599
  Gain on the sale of securities .....       134,732         67,370
  Other ..............................        69,399         14,972
                                          -----------   -----------
  Total non-interest income ..........       565,972        220,419

Non-interest expenses
  Compensation and benefits ..........       665,917        367,177
  Net occupancy expense ..............       120,493         44,164
  Furniture and equipment expense ....       105,058         54,331
  Professional fees ..................       109,424         20,146
  Postage, printing and supplies .....        30,133         15,514
  Processing fees ....................        78,959         52,403
  Advertising ........................        61,023         32,796
  Other ..............................       202,554        145,528
                                          -----------   -----------
  Total non-interest expenses ........     1,373,561        732,059
                                          -----------   -----------
Income (loss) before income taxes ....    (1,137,186)       316,497
Income tax expense (benefit) .........      (389,100)       108,500
                                         -----------    -----------
Net income (loss) ....................   $  (748,086)   $   207,997
                                         ============   ===========

Basic earnings (loss) per common share   $     (1.16)   $      0.32
                                        4
 See accompanying notes to condensed consolidated financial statements.
<PAGE>  5
CITIZENS FIRST CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)

 FOR THE SIX MONTHS ENDED JUNE 30:                      2003             2002

 Interest income
  Loans, including fees .......................     $ 3,305,246      $ 2,874,746
  Federal funds sold ..........................          10,813           15,035
  Securities ..................................         289,647          279,672
  Other .......................................           7,438            6,945
                                                    -----------      -----------
  Total interest income .......................       3,613,144        3,176,398

Interest expense
  Deposits ....................................       1,213,565        1,285,303
  Other borrowings ............................         172,844          144,305
                                                    -----------      -----------
  Total interest expense ......................       1,386,409        1,429,608
                                                    -----------      -----------
Net interest income ...........................       2,226,735        1,746,790

  Provision for loan losses ...................       1,643,000          100,000
                                                    -----------      -----------
Net interest income after
  provision for loan losses ...................         583,735        1,646,790
                                                    -----------      -----------
Non-interest income
  Service charges on deposit accounts .........         320,122          229,074
  Income from the sale of loans ...............         280,746           10,837
  Gain on the sale of securities ..............         144,024           67,370
  Other .......................................         103,040           25,587
                                                    -----------      -----------
  Total non-interest income ...................         847,932          332,868

Non-interest expenses
  Compensation and benefits ...................       1,259,444          727,062
  Net occupancy expense .......................         185,786           88,366
  Furniture and equipment expense .............         190,025          122,451
  Professional fees ...........................         141,015           44,343
  Postage, printing and supplies ..............          60,124           30,719
  Processing fees .............................         149,061          107,991
  Advertising .................................         108,227           69,839
  Other .......................................         302,572          272,991
                                                    -----------      -----------
  Total non-interest expenses .................       2,396,254        1,463,762
                                                    -----------      -----------
Income (loss) before income taxes .............        (964,587)         515,896
Income tax expense (benefit) ..................        (334,250)         177,010
                                                    -----------      -----------
Net income (loss) .............................     $  (630,337)     $   338,886
                                                    ===========      ===========
Basic earnings (loss) per common share ........     $     (0.98)     $      0.53
 See accompanying notes to condensed consolidated financial statements.
                                        5
<PAGE>6
CITIZENS FIRST CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 (Unaudited)

 FOR THE SIX MONTHS ENDED JUNE 30:                        2003            2002

 Balance January 1                                     $7,838,252     $7,066,376
Net income ........................................      (630,337)       338,886
 Issuance of common stock .........................     1,025,568           --
Other comprehensive income (loss), net of tax .....       (87,455)        17,719
                                                       ----------     ----------
 Balance at end of period                              $8,146,028     $7,422,981
                                                       ==========     ==========

 See accompanying notes to condensed consolidated financial statements.



CITIZENS FIRST CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (Unaudited)

<TABLE>
<CAPTION>
 For the six months ended June 30:                                       2003              2002


<S>                                                                   <C>               <C>
   Net income .....................................................   $ (630,337)        $ 338,886
   Other comprehensive income(loss), net of tax:
       Unrealized gain (depreciation) on available for sale
       securities, net of income taxes (credit) of $(16,744) and
       $(22,368), arising during the period, respectively..........      (87,455)           17,719
                                                                      ----------        ----------
   Comprehensive income(loss)                                          $(717,792)         $356,605
                                                                      ==========        ==========
</TABLE>

 See accompanying notes to condensed consolidated financial statements.
                                        6

<PAGE>7
 CITIZENS FIRST CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
 (Unaudited)
<CAPTION>
 FOR THE SIX MONTHS ENDED JUNE 30:                                  2003             2002

<S>                                                            <C>             <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income ................................................   $   (630,337)   $    338,886
 Items not requiring (providing) cash:
   Depreciation and amortization ...........................        176,236         130,381
   Provision for loan losses ...............................      1,643,000         100,000
   Amortization of premiums and discounts on securities ....         67,924           6,175
   Net realized gain on disposition of investment securities       (144,024)        (67,370)
   FHLB stock dividends received ...........................         (7,300)         (5,600)
   Mortgage loans held for sale originated .................    (23,754,652)     (3,133,600)
   Sale of mortgage loans held for sale ....................     22,560,101       4,330,259
Changes in:
   Accrued interest receivable .............................        120,703         (47,811)
   Other assets ............................................       (587,576)        239,481
   Interest payable and other liabilities ..................       (259,200)        136,419
                                                               ------------    ------------
   Net cash provided (used) in operating  activities .......       (815,125)      2,027,220

 CASH FLOWS FROM INVESTING ACTIVITIES:
 Net changes in loans ......................................    (28,871,108)     (4,090,903)
 Purchases of premises and equipment .......................     (1,597,435)        (62,583)
 Proceeds from maturities of securities available for sale .     13,011,023       2,248,626
 Proceeds from sales of securities available for sale ......      5,480,565          77,010
 Purchase of securities available for sale .................    (20,049,603)     (3,429,225)
 Purchase of mortgage company and title company ............       (398,688)           --
                                                               ------------    ------------
   Net cash  provided (used) in investing activities .......    (32,425,246)     (5,257,075)

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Net increase in deposits ..................................     21,991,200         576,842
 Net increase in other borrowings ..........................      5,400,000            --
 Net decrease in federal funds purchased and  repurchase ...     (1,402,279)       (213,009)
 agreements
 Issuance of common stock ..................................      1,025,568            --
                                                               ------------    ------------
   Net cash provided (used) in financing activities ........     27,014,489         363,833
                                                               ------------    ------------
   NET DECREASE IN CASH AND CASH EQUIVALENTS                     (6,225,882)     (2,866,022)
 Cash and cash equivalents at beginning of period                13,922,817       6,526,769
                                                               ------------    -------------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                       7,696,935      $3,660,747
                                                               ============    =============
</TABLE>
 See accompanying notes to condensed consolidated financial statements.
                                        7

<PAGE>8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     The accounting and reporting  policies of Citizens First  Corporation  (the
"Company") and its subsidiary,  Citizens First Bank, Inc. (the "Bank"),  conform
to accounting  principles generally accepted in the United States of America and
general  practices  within the  banking  industry.  The  condensed  consolidated
financial  statements  include the  accounts  of the  Company and the Bank.  All
significant  intercompany  transactions  and accounts  have been  eliminated  in
consolidation. Certain information and note disclosures normally included in the
Company's  annual  financial  statements  prepared in accordance with accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed or omitted.  These condensed  consolidated financial statements should
be read in  conjunction  with the  consolidated  financial  statements and notes
thereto  included in the Company's Form 10-KSB annual report for 2002 filed with
the Securities and Exchange Commission.
     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial  statements  and the reported  amounts of revenues and
expenses during the reporting  period.  Estimates used in the preparation of the
financial statements are based on various factors including the current interest
rate environment and the general  strength of the local economy.  Changes in the
overall  interest rate  environment can  significantly  affect the Company's net
interest  income and the value of its recorded  assets and  liabilities.  Actual
results  could  differ  from  those  estimates  used in the  preparation  of the
financial statements.
     The  financial  information  presented has been prepared from the books and
records  of  the  Company  and  is  not  audited.  The  accompanying   condensed
consolidated  financial  statements  have been prepared in  accordance  with the
instructions  to Form 10-QSB and do not include all of the  information  and the
footnotes  required by accounting  principles  generally  accepted in the United
States of America for complete statements.
     In the opinion of management,  all adjustments  considered  necessary for a
fair  presentation have been reflected in the accompanying  unaudited  financial
statements. Results of interim periods are not necessarily indicative of results
to be  expected  for the full year.  Those  adjustments  consist  only of normal
recurring  adjustments.  The condensed consolidated balance sheet of the Company
as of December 31, 2002, has been derived from the audited  consolidated balance
sheet of the Company as of that date.

(2) RECLASSIFICATIONS
     Certain  reclassifications  have been made to the 2002 financial statements
to conform to the 2003 financial statement presentation. These reclassifications
had no effect on net earnings.

(3) ALLOWANCE FOR LOAN LOSSES
     Activity in the allowance for loan losses for the stated periods was as
 follows:
<TABLE>
<CAPTION>
                                                               JUNE 30,       DECEMBER 31,
                                                              -----------    -------------
                                                                2003            2002
                                                              -----------    -------------

<S>                                                           <C>            <C>
Balance, beginning of year ................................   $ 1,300,258    $ 1,195,924
Provision charged to expense ..............................     1,643,000        195,000
Loans charged off, net of recoveries of $6,974 for June 30,
   2003 and $15,549 for December 31, 2002 .................       (42,351)       (90,666)
                                                              -----------    -----------
Balance, June 30, 2003 and December 31, 2002, respectively    $ 2,900,907    $ 1,300,258
                                                              ===========    ===========
</TABLE>
                                        8
<PAGE>9
(4) STOCK OPTION PLANS
     On December 9, 2002,  the board of directors  adopted the 2002 Stock Option
Plan,  which  became  effective   subject  to  the  approval  of  the  Company's
shareholders  at the annual meeting in April 2003. The purpose of the plan is to
afford key employees an incentive to remain in the employ of the Company and its
subsidiaries  and to use their best  efforts on its  behalf.  120,000  shares of
Company common stock have been reserved for issuance under the plan.
     On January 17, 2003,  the board of directors  adopted the 2003 Stock Option
Plan for Non-Employee Directors,  which became effective subject to the approval
of the Company's  shareholders  at the annual meeting in April 2003. The purpose
of the plan is to assist the Company in promoting a greater identity of interest
between the Company's non-employee directors and shareholders, and in attracting
and retaining  non-employee  directors by affording them an opportunity to share
in the  Company's  future  successes.  40,000  shares of common  stock have been
reserved for issuance under the plan.
     The 2002 Stock Option Plan and the 2003 Stock Option Plan for  Non-Employee
Directors were approved at the Company's Annual Meeting of Shareholders on April
17, 2003.

(5) STOCK OFFERING
     The  Company is  currently  in the  process of  raising  additional  equity
through the sale of  additional  shares of common  stock.  The  Company  filed a
Registration  Statement on Form SB-2 with the Securities and Exchange Commission
in February 2003 for the offering and sale of up to $10,000,000 of shares of the
Company's  common stock.  As of the end of June 2003,  the Company had completed
one  closing  of the  offering,  resulting  in  the  addition  of  approximately
$1,026,000 in net proceeds from the sale of Citizens  First  Corporation  common
stock.

(6) ACQUISITION OF COMMONWEALTH MORTGAGE AND SOUTHERN KENTUCKY LAND TITLE
     On January 2,  2003,  the Bank  acquired  all of the  outstanding  stock of
Commonwealth  Mortgage of Bowling Green,  Inc. and Southern Kentucky Land Title,
Inc.  Commonwealth Mortgage originates 1-4 family residential mortgages for sale
in the secondary  mortgage market,  while Southern  Kentucky Land Title provides
title insurance agency services for real estate purchase contracts. The purchase
price for  Commonwealth  Mortgage and Southern  Kentucky Land Title consisted of
$400,000 in cash plus a deferred  contingent  purchase price of up to $1,350,000
payable upon the combined  entities'  achievement of specified  annual  earnings
targets over a five year period,  plus 25% of the amount, if any, by which their
earnings exceed such targets. 25% of the deferred purchase price will be paid by
the issuance of the Company's common stock, valued at the average of the closing
sales  price of the  stock  over the last  ten  trading  days of the  applicable
calendar  year. At the  Company's  option,  an  additional  25% of such deferred
purchase price, if any, may be paid in shares of our common stock.  The deferred
contingent  purchase price will be accounted for as additional purchase price at
the time the  contingency is resolved.  The Bank also purchased the .2 acre site
on which the main  office of  Commonwealth  Mortgage  is located  for a purchase
price of $272,500 in cash. Goodwill  recognized in this transaction  amounted to
$380,000, all of which was assigned to the Bank.

     The acquisition of Commonwealth  Mortgage and Southern  Kentucky Land Title
was  completed  to give the Bank an  expanded  presence  in the  local  mortgage
origination market, to further expand the Bank's customer service offerings, and
to supplement the Bank's non-interest fee income.

(7) SUBSEQUENT EVENTS
     Subsequent  to the  end of the  second  quarter  of  2003,  the  Bank  will
implement  several steps that will become part of an informal  agreement between
the Bank and its primary regulators  intended to improve the Bank's performance.
These  steps  will  include  refining  and  refocusing  the Bank's  credit  risk
analysis, underwriting, monitoring and evaluation functions. These comprehensive
loan review  procedures will provide for strengthened  independent risk analysis
of the loan portfolio and will include a review of the lending authority of each
loan  officer  and loan  committee,  as well as address  staffing  requirements,
particularly  in the area of loan  administration.  Management  of the Bank will
continue to review,  reevaluate
                                        9
<PAGE>10
and implement its long range strategic plans for improving the operating
performance,  maintaining  adequate  capital levels and improving the liquidity
position of the Bank.  Management  anticipates that the Bank's primary
regulators will require it to maintain  capital ratios at levels
higher than those  typically  required  for an  adequately  capitalized  or well
capitalized institution.
                                        10
<PAGE>11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

GENERAL
     The Company was incorporated under the laws of the Commonwealth of Kentucky
on December  24, 1975 for the purpose of  conducting  business as an  investment
club, and is  headquartered in Bowling Green,  Kentucky.  In late 1998 and early
1999, the Company filed the  appropriate  regulatory  applications  and received
regulatory  approval to become a bank  holding  company  under the Bank  Holding
Company Act of 1956, as amended,  through its  organization and ownership of its
only  subsidiary,  the Bank.  On February 17, 1999,  the Company  completed  the
initial  public  offering  for the sale of  536,667  shares  of its no par value
common  stock.  The  proceeds of the sale of the stock were used to pay start up
expenses,  liquidate  short-term  borrowings,  and capitalize the Bank. The Bank
opened for business on February 18, 1999.
     The Company  follows a corporate  strategy  that focuses on  providing  the
Bank's customers with high quality, personal banking services. The Bank offers a
range of  products  designed  to meet the needs of its  customers  that  include
individuals, small businesses, partnerships and corporations.
     The Bank offers a full range of deposit services. Checking account services
include  regular  non-interest  bearing  checking  accounts  as well as interest
bearing negotiable order of withdrawal ("NOW") accounts. Savings and certificate
of deposit  accounts  include  accounts  ranging from a daily maturity  (regular
savings  and  also  money  market  accounts)  to  longer  term  certificates  as
authorized by law. In addition,  retirement  accounts such as IRA's  (Individual
Retirement  Accounts)  are  available.  All deposit  accounts are insured by the
Federal Deposit Insurance Corporation to the full amount permitted by law.
Deposit accounts are solicited from individuals, businesses, professional
organizations and governmental authorities.
     Lending services include a full range of commercial, personal, and mortgage
loans.  The Bank's primary  lending focus is on business  lending.  The types of
commercial loans that are available include both secured and unsecured loans for
working  capital  (including  inventory  and  receivables),  business  expansion
(including  acquisition  of  real  estate  and  improvements)  and  purchase  of
machinery and equipment.  The types of personal loans that are available include
secured and  unsecured  loans for such purposes as financing  automobiles,  home
improvements, education and personal investments. The Bank originates, processes
and closes  residential  real  estate  loans that are then  usually  sold on the
secondary market (each individually) to a correspondent.
     The Bank offers  credit  cards  (through  correspondent  banking  services)
including  MasterCard(trademark) and Visa(trademark) as well as a personal
checking account related line of credit.  The line of credit is  available for
both  protection  against unexpected overdrafts and also for the convenience of
having a pre-arranged loan that can be activated  simply by a check drawn on a
personal  checking  account. Other  services  offered  include,  but are not
limited to, safe deposit  boxes, letters of credit,  travelers checks, direct
deposit of payroll, social security and dividend payments and automatic payment
of insurance  premiums and mortgage loans.  The Bank  does not  have a
proprietary automated teller machine but participates in a national ATM network
through the FiServ EFT network and then through the Visa Debit Card Program.
     The  Bank  operates  in  four  full-service  locations,  and  one  mortgage
origination  company  which is  operating  as a division  of the Bank.  The main
office and two full-service  branches are located in Bowling Green,  Kentucky. A
third  full-service  branch,  currently  operating in a temporary  facility,  is
located in Franklin, Kentucky. The main office is located at 1805 Campbell Lane,
the first  branch  office,  which  opened on March 22,  1999,  is located at 901
Lehman Avenue and the second branch office,  which opened  February 27, 2003, is
located at 2451 Industrial  Drive.  The Franklin branch opened for business as a
loan production office during January 2003 and,  following receipt of regulatory
approval,  was  converted  to a full  service  branch in May 2003.  Commonwealth
Mortgage of Bowling Green, a mortgage origination company, and Southern Kentucky
Land title were  purchased by the Bank on January 2, 2003 and operate at 1301 US
Highway 31W Bypass in Bowling Green, Kentucky.
                                        11
<PAGE>12
APPLICATION OF CRITICAL ACCOUNTING POLICIES
     The Company's  consolidated financial statements are prepared in accordance
with accounting  principles  generally  accepted in the United States and follow
general practices within the financial services  industry.  The most significant
accounting  policies  followed  by the Company  are  presented  in Note 1 to the
consolidated financial statements in the Company's Form 10-KSB annual report for
2002 filed with the Securities and Exchange  Commission.  These policies,  along
with the  disclosures  presented in the other  financial  statement notes and in
this  financial  review,  provide  information  on how  significant  assets  and
liabilities  are valued in the  financial  statements  and how those  values are
determined.  Based  on the  valuation  techniques  used and the  sensitivity  of
financial  statement  amounts  to  the  methods,   assumptions,   and  estimates
underlying  those amounts,  management has identified the  determination  of the
allowance  for loan  losses to be the  accounting  area that  requires  the most
subjective or complex  judgments,  and as such could be most subject to revision
as new information becomes available.

     The allowance for loan losses represents  management's estimate of probable
credit  losses  inherent in the loan  portfolio.  Determining  the amount of the
allowance for loan losses is considered a critical  accounting  estimate because
it requires  significant judgment and the use of estimates related to the amount
and timing of expected future cash flows on impaired loans,  estimated losses on
loans based on historical loss experience, and consideration of current economic
trends and conditions, all of which may be susceptible to significant change.

     The  loan  portfolio  also   represents  the  largest  asset  type  on  the
consolidated  balance sheet. Note 1 to the consolidated  financial statements in
the Company's  Form 10-KSB annual report for 2002 filed with the  Securities and
Exchange  Commission  describes the methodology  used to determine the allowance
for loan losses,  and a discussion of the factors  driving changes in the amount
of the allowance for loan losses is included under Asset Quality below.

     Loans that exhibit  probable or observed  credit  weaknesses are subject to
individual review. Where appropriate, reserves are allocated to individual loans
based on management's estimate of the borrower's ability to repay the loan given
the  availability  of  collateral,  other sources of cash flow and legal options
available to the Company.  Included in the review of individual  loans are those
that are  impaired as provided in SFAS No. 114, "Accounting  by  Creditors  for
Impairment  of a  Loan."  The  Company  evaluates  the  collectibility  of  both
principal and interest when assessing the need for a loss accrual. Historical or
industry  loss  rates  are  applied  to  other  loans  not  subject  to  reserve
allocations.  These  historical  or  industry  loss  rates may be  adjusted  for
significant  factors that, in management's  judgment,  reflect the impact of any
current  conditions on loss recognition.  Factors which management  considers in
the analysis include the effects of the national and local economies,  trends in
the  nature  and  volume of loans  (delinquencies,  charge-offs  and  nonaccrual
loans),  changes  in  mix,  asset  quality  trends,  risk  management  and  loan
administration,  changes in internal lending policies and credit standards,  and
examination  results  from bank  regulatory  agencies  and our  internal  credit
examiners.

     An  unallocated  reserve is  maintained  to recognize  the  imprecision  in
estimating and measuring loss when evaluating  reserves for individual  loans or
pools of loans.  Reserves on  individual  loans and  historical or industry loss
rates are  reviewed  quarterly  and  adjusted  as  necessary  based on  changing
borrower  and/or  collateral  conditions  and actual  collection  and charge-off
experience.

     The  Company  has not  substantively  changed  any  aspect  of its  overall
approach in the determination of the allowance for loan losses.  There have been
no material changes in assumptions or estimation techniques as compared to prior
periods that impacted the determination of the current period allowance.

     Based on the procedures discussed above,  management is of the opinion that
the reserve of $2,900,907 was adequate,  but not excessive,  to absorb estimated
credit losses associated with the loan portfolio at June 30, 2003.
                                        12
<PAGE>13
RESULTS OF OPERATIONS
     For the three months ended June 30, 2003,  the Company  reported a net loss
of $(748,086),  or $(1.16) per common share, compared to net income of $207,997,
or $0.32 per common share, for the same period ended June 30, 2002.
     For the six months ended June 30, 2003, the Company  reported a net loss of
$(630,337),  or $(0.98) per common share, compared to a net gain of $338,886, or
$0.53 per common share, for the same period ended June 30, 2002.

NET INTEREST INCOME
     Net interest income was $1,160,403 in the second quarter of 2003,  compared
with $898,137 in the  comparable  period in 2002.  Second  quarter 2003 interest
income of  $1,888,444,  an increase of $289,644 or 18.1% over the same period in
2002,  includes $1,769,060 income on loans,  $107,913 income on securities,  and
$11,471  income  on  federal  funds  sold and other  interest-bearing  accounts.
Interest  income of  $1,598,800  during  the  second  quarter  of 2002  included
$1,440,385 of income on loans,  $149,875  income on investment  securities,  and
$8,540  income  on  federal  funds  sold and  other  interest-bearing  accounts.
Interest expense of $728,041 for the second quarter of 2003, up $27,378 from the
same period in 2002, consists of interest on deposits of $629,223,  and on other
borrowings  of  $98,818.  Second  quarter  2002  interest  expense  of  $700,663
consisted of interest on deposits of $641,964,  and interest on other borrowings
of $58,699.  The growth of the balance sheet,  particularly  loans and deposits,
from the second  quarter of 2002 to the same  period in 2003,  coupled  with the
drop in the cost of interest-bearing  liabilities,  offset by the drop in yields
on interest earning assets,  contributed to the increase in net interest income.
The drop in both  the  cost of  interest-bearing  liabilities  and the  yield on
interest-earning  assets in the  second  quarter of 2003,  compared  to the same
period  in 2002,  was  primarily  due to the  continued  repricing  of loans and
deposits of the Bank after the  reduction of  short-term  interest  rates by the
Federal  Reserve  Bank during 2001 of 475 basis  points,  and the  reduction  of
another 50 basis points during the fourth  quarter of 2002,  and 25 basis points
during the second quarter of 2003. The Bank is asset  sensitive,  meaning assets
reprice faster to changes in short-term rates than do liabilities.  In a falling
short-term rate environment, such as occurred during 2001, the fourth quarter of
2002 and the second quarter of 2003, more of the Bank's interest earning assets,
primarily  loans,  reprice  down  faster than do the  liabilities,  specifically
certificates of deposit, which provide the funding for the assets.
     Net interest  income was $2,226,735 for the six months ended June 30, 2003,
an  increase  of  $479,945  or 27.5% over the total of  $1,746,790  for the same
period of 2002.  Interest  income of $3,613,144 for the first six months of 2003
included $3,305,246 income on loans,  $289,647 income on investment  securities,
and $18,251  income on federal funds sold and other  interest-bearing  accounts.
Total  interest  income of $3,176,398 for the first six months of 2002 consisted
of $2,874,746  income on loans,  $279,672 income on investment  securities,  and
$21,980  income  on  federal  funds  sold and other  interest-bearing  accounts.
Interest  expense for the first half of 2003  totaled  $1,386,409,  and included
$1,213,565 interest on deposits,  and $172,844 expense on other borrowings.  The
comparable  period  of  2002  had  interest  expense  of  $1,429,608,  of  which
$1,285,303  was  interest  on  deposits,  and  $144,305  was  expense  on  other
borrowings.

PROVISION FOR LOAN LOSSES
     The provision  for loan losses  expense for the three months ended June 30,
2003, was  $1,490,000,  an increase of $1,420,000  over the total of $70,000 for
the same quarter of 2002.  Of the  $1,490,000  of provision  expense  during the
second quarter of 2003,  approximately $1,087,000 was specifically allocated for
three loans to one borrower,  totaling $1,675,000, that are further discussed in
the Asset Quality section of this report. As the result of a periodic regulatory
examination  of the Bank which  concluded in July 2003,  the  provision was also
specifically  increased  $229,050  for two  potential  problem  loans,  totaling
$49,000  and   $1,478,000,   respectively,   which  are  not   included  in  the
non-performing loan total at June 30, 2003.
     The  provision  for loan losses  expense was  $1,643,000  for the first six
months  of the year,  compared  to  $100,000  for the same  period  of 2002,  an
increase  of  $1,543,000.  Of  this  increase, $1,087,000
                                        13
<PAGE>14
and  $229,050 were specifically expensed for non-performing loans and potential
problem  loans, respectively,  during the second  quarter of 2003, as discussed
in the preceding paragraph.

NON-INTEREST INCOME
     Non-interest  income for the three  months  ended  June 30,  2003 and 2002,
respectively,  was  $565,972  and  $220,419,  an increase of $345,553 or 156.8%.
Income from service charge on deposit accounts increased $36,555, or 26.8%, from
$136,478 during the second quarter of 2002 to $173,033 for the second quarter of
2003. The increase is primarily  attributable  to growth in accounts  subject to
service  charges.  Income  from the sale of  secondary  market  loans  increased
$187,209, from $1,599 during the second quarter of 2002 to $188,808 for the same
period of 2003. The growth in income from the sale of secondary  market loans is
associated with the acquisition of Commonwealth Mortgage of Bowling Green, Inc.,
during the first quarter of 2003.  Non-interest income for the second quarter of
2003  includes  a gain of  $134,732  from  the  sale of  investment  securities,
compared to a gain of $67,370 during the same quarter of 2002.
     Non-interest  income  for the six  months  ended  June 30,  2003 and  2002,
respectively,  was  $847,932  and  $332,868,  an increase of $515,064 or 154.7%.
Service charges on deposit  accounts  comprised the largest part of non-interest
income for both six-month time periods,  totaling $320,122 and $229,074 for 2003
and 2002, respectively. Income from the sale of secondary market loans increased
to  $280,746  for the first half of 2003,  from  $10,837  for the same period of
2002. Gains from the sale of investment securities during the first half of 2003
totaled $144,024, compared to $67,370 for the first half of 2002.

INTEREST EXPENSE
     Non-interest  expense was $1,373,561 in the second quarter of 2003, up from
$732,059 in the same  quarter of 2002,  an  increase  of $641,502 or 87.6%.  The
initiatives  designed to better service our customers,  including the opening of
full  service  branches  in  Bowling  Green  and  Franklin,  Kentucky,  and  the
acquisition  of a mortgage  origination  company,  accounted for $368,940 of the
increase in non-interest  expense during the second quarter of 2003, compared to
the same period of 2002.
     For the six months ended June 30, 2003 and 2002, respectively, non-interest
expense was $2,396,254 and $1,463,763,  an increase of $932,492,  or 63.7%.  The
non-interest  expense  associated  with the two new  branches  and the  mortgage
origination company accounted for $582,584 of the increase during the first half
of 2003.

INCOME TAXES
     Income tax  expense or credit has been  calculated  based on the  Company's
expected annual rate for 2003.  During the second quarter of 2003, an income tax
credit totaled  $(389,100),  compared to expense of $108,500 for the same period
of 2002.  For the six months ended June 30, 2003,  the income tax credit totaled
$(334,250),  compared  to  expense  of  $177,010  for the same  period  of 2002.
Deferred  tax  liabilities  and assets  are  recognized  for the tax  effects of
differences  between  the  financial  statement  and tax  bases  of  assets  and
liabilities.


BALANCE SHEET REVIEW

OVERVIEW
     Total assets at June 30, 2003 were  $154,435,574,  up from  $128,443,129 at
December 31, 2002 and up from  $105,685,701 a year ago. Average total assets for
the second quarter of 2003 were  $143,404,081,  up  $39,757,409  from the second
quarter of 2002 average of $103,646,672.

LOANS
     At June 30, 2003 loans  (excluding  mortgage  loans held for sale)  totaled
$124,787,813,  compared with  $95,959,056 at December 31, 2002 and $88,804,650 a
year ago, an increase of $28,828,757 and $35,983,163 respectively. This increase
is  attributable  primarily to loans  generated by the branch  opened
                                        14
<PAGE>15
during the first quarter of 2003 in Franklin,  Kentucky, and adjustable rate
mortgage loans generated by Commonwealth Mortgage,  which are retained in the
Bank's portfolio. Loans averaged $118,380,179 during the second quarter of 2003,
an increase of $32,087,741  or 37.2%,  over the  average  total of  $86,292,438
for the second quarter of 2002.

ASSET QUALITY
     The allowance for loan losses was  $2,900,907 at June 30, 2003, an increase
of  $1,600,649,  or 123.1% over the December 31, 2002 level of  $1,300,258.  The
allowance represents 2.32% of period-end loans,  compared to 1.36% of period-end
loans at December 31, 2002.  As noted  above,  we recorded a provision  for loan
losses of $1,490,000 during the second quarter of 2003 to the allowance for loan
losses.
     Non-performing  loans are defined as non-accrual  loans, loans accruing but
past due 90 days or more, and restructured  loans.  The Bank had  non-performing
loans totaling $1,783,707 at June 30, 2003, compared to $115,000 at December 31,
2002 and $409,795 at June 30, 2002. Included in the non-performing loan total at
June 30, 2003 are three loans to one borrower,  totaling  $1,675,000,  that were
placed on  non-accrual  status during the second  quarter of 2003. The loans are
secured by  substantially  all the assets of the borrower and the  guaranties of
three individuals,  a limited  partnership and a limited liability company.  The
borrower's   assets  consist  primarily  of  interests  in  two  energy  related
properties located in Texas and Louisiana. During the second quarter of 2003 the
borrower  advised the Company that one of the  properties  had failed to produce
any revenue,  was unlikely to ever produce revenue and that the property's value
was now  negligible,  and further that the revenue  from the second  property is
expected to be minimal. The borrower terminated its operations during the second
quarter.  Also placed on  non-accrual  status during the second  quarter of 2003
were two loans totaling $55,244,  to one borrower,  secured by a second mortgage
on  residential  real estate,  and a vehicle.  The borrower filed for bankruptcy
protection during the quarter.  The remaining  $53,463 of  non-performing  loans
consists of two loans, secured by residential real estate, accruing but past due
over 90 days.
     Management  classifies  commercial  and  commercial  real  estate  loans as
non-accrual  when principal or interest is past due 90 days or more and the loan
is not adequately  collateralized and is in the process of collection,  or when,
in the opinion of management,  principal or interest is not likely to be paid in
accordance  with the terms of the  obligation.  Consumer  loans are  charged off
after 120 days of delinquency  unless  adequately  secured and in the process of
collection.  Non-accrual  loans are not reclassified as accruing until principal
and interest  payments are brought current and future payments appear reasonably
certain.  Loans are categorized as  restructured if the original  interest rate,
repayment terms, or both were restructured due to deterioration in the financial
condition  of  the  borrower.  However,   restructured  loans  that  demonstrate
performance  under  the  restructured  terms  and that  yield a  market  rate of
interest  may be removed  from  restructured  status in the year  following  the
restructure.
     Non-performing assets are defined as non-performing loans,  foreclosed real
estate, and other foreclosed  property.  The Bank had  non-performing  assets of
$1,783,707  at the end of the  second  quarter of 2003,  comprised  of the above
mentioned  non-performing  loans. The Bank had non-performing assets of $185,000
at December 31, 2002,  comprised of $115,000 of non-performing  loans, and other
real estate owned of $70,000.
     The allowance for loan losses is  established  through a provision for loan
losses charged to expense.  The level of the allowance is based on  management's
and the Bank Board of Directors Loan  Committee's  ongoing review and evaluation
of the loan portfolio and general economic  conditions on a monthly basis and by
the full  Board of  Directors  on a  quarterly  basis.  Management's  review and
evaluation  of the  allowance  for  loan  losses  is  based  on an  analysis  of
historical  trends,  significant  problem  loans,  current  market value of real
estate or collateral and certain economic and other factors  affecting loans and
real estate or collateral  securing these loans.  Loans are charged off when, in
the  opinion  of  management,  they are deemed to be  uncollectible.  Recognized
losses are charged against the allowance and subsequent  recoveries are added to
the allowance.  While  management  uses the best  information  available to make
evaluations,  future  adjustments  to the allowance may be necessary if economic
conditions  differ  substantially  from  the  assumptions  used  in  making  the
evaluation.  The allowance  for loan losses is reviewed  internally by personnel
independent  of the loan  department.  In addition,  the allowance is subject
                                        15
<PAGE>16
to periodic evaluation by various regulatory  authorities  and may be subject to
adjustment based upon information that is available to them at the time of their
examination.

SECURITIES
     Securities   (all   classified  as  available  for  sale)   increased  from
$16,186,406  at December 31, 2002 to  $17,688,014  at June 30, 2003. At June 30,
2002 securities totaled $11,392,497.

DEPOSITS AND BORROWED FUNDS
     Total  deposits  averaged  $117,270,977  in the second  quarter of 2003, an
increase  of  $30,357,040   from  the  comparable  2002  quarterly   average  of
$86,913,937. As of June 30, 2003, total deposits were $127,884,533, and included
$117,285,550 of interest  bearing  deposits.  This compares to total deposits of
$105,893,333  at December  31,  2002,  which  included  $94,589,225  of interest
bearing deposits. Total deposits at June 30,2002 were $88,467,670,  and included
interest bearing deposits of $81,462,656.
     The Bank had  $4,431,233  of  deposits  secured  by  securities  sold under
agreements to repurchase on June 30, 2003.  These  obligations,  which mature in
one business day, are swept daily from customers' demand deposit accounts. These
balances averaged $4,868,460 during the second quarter of 2003.
     At June 30, 2003, the Company had established Federal Funds lines of credit
totaling  $8,950,000 with four  correspondent  banks.  The Company  successfully
applied for membership in the Cincinnati  Federal Home Loan Bank during 2000, in
order to be able to obtain  advances and lines of credit from the FHLB.  At June
30, 2003, the Bank had three outstanding FHLB advances totaling $11,000,000. The
first FHLB advance,  which was issued December 19, 2001,  matures March 19, 2004
and has a fixed  interest  rate of 4.04%.  The second  FHLB  advance,  which was
issued May 2, 2003,  matures May 2, 2005 and has a fixed interest rate of 1.90%.
The third FHLB advance, which was issued June 9, 2003, matures June 6, 2006, and
has a fixed interest rate of 2.03%. The Bank has a pre-arranged  borrowing limit
with the FHLB that is  collateralized  by 135% of unpaid  principal  balances of
eligible 1-4 family  residential  mortgage loans. At June 30, 2003, the Bank had
available collateral to borrow an additional $8.3 million from the FHLB.
     In 2001, the Company executed a credit agreement with a correspondent  bank
for the purpose of injecting capital into Citizens First Bank. During the second
quarter  of  2003,  the  Company  made a draw  for  $1,000,000,  bringing  total
outstanding  debt  under  the  credit  agreement  to  $2,300,000  from  a  total
availability  of  $3,000,000.  The current  rate on the loan,  which is repriced
annually  during June at one-year  LIBOR plus 275 basis  points,  is 3.78%.  The
stock of Citizens First Bank is pledged as collateral for the loan.

CAPITAL RESOURCES AND LIQUIDITY
     The Board of Governors of the Federal Reserve System has adopted risk based
capital and leverage ratio  requirements  for banks and bank holding  companies.
The table  below  sets  forth the  Bank's  capital  ratios as of June 30,  2003,
December 31, 2002 and June 30, 2002; the regulatory  minimum capital ratios; and
the regulatory minimum capital ratios for well-capitalized companies:

                                  June 30,  December 31,   June 30,
                                    2003         2002       2002

Tier 1 risk based ...........       8.23%       9.01%       9.33%
     Regulatory minimum .....       4.00        4.00        4.00
     Well-capitalized minimum       6.00        6.00        6.00
Total risk based ............       9.49%      10.26%      10.58%
     Regulatory minimum .....       8.00        8.00        8.00
     Well-capitalized minimum      10.00       10.00       10.00
Leverage ....................       7.00%       7.75%       7.93%
     Regulatory minimum .....       4.00        4.00        4.00
     Well-capitalized minimum       5.00        5.00        5.00
                                        16
<PAGE>17

     The table  below  sets  forth  the  Company's  ratios  as of June  30,2003,
December 31, 2002 and June 30, 2002; the regulatory  minimum capital ratios; and
the regulatory minimum capital ratios for well-capitalized companies:

                                   June 30,  December 31,  June 30,
                                    2003         2002        2002

Tier 1 risk based ...........       6.34%       7.83%       8.27%
     Regulatory minimum .....       4.00        4.00        4.00
     Well-capitalized minimum       6.00        6.00        6.00
Total risk based ............       7.60%       9.08%       9.52%
     Regulatory minimum .....       8.00        8.00        8.00
     Well-capitalized minimum      10.00       10.00       10.00
Leverage ....................       5.39%       6.76%       7.04%
     Regulatory minimum .....       4.00        4.00        4.00
     Well-capitalized minimum       5.00        5.00        5.00

     All the capital  ratios have  decreased  from December 31, 2002 to June 30,
2003, as the rate of growth of  risk-weighted  and average  quarterly assets has
been higher than the growth of total equity. All ratios for the Bank fall within
the minimum capital ratios for  well-capitalized  companies as of June 30, 2003,
with the exception of the total risk based ratio.  For that ratio,  the increase
in loans,  coupled  with the large  provision  expense  taken  during the second
quarter,  offset  the net  proceeds  contributed  to the  Bank  from the sale of
Company  common  stock,  resulting  in larger  growth in total risk based assets
compared to allowable equity. Included in equity at quarter end 2003 are the net
proceeds,  totaling approximately $1,026,000,  from the sale of 79,625 shares of
common stock of the Company on June 27, 2003,  all of which were  contributed to
the capital of the Bank by the Company.
     The Company's capital ratios have decreased from December 31, 2002. At June
30, 2003, the tier 1 risk based and the leverage ratio exceeded well-capitalized
minimum  levels.  The total risk based  ratio at June 30,  2003 falls  below the
regulatory  minimum,  due to the increase in period end loan  balances,  coupled
with the large provision  expense taken during the second quarter,  which offset
the net proceeds of  approximately  $1,026,000  from the sale of Company  common
stock during the second quarter of 2003. Management anticipates the sale of more
Company  common stock during the third  quarter,  resulting in an improved total
risk  based  capital  ratio at the end of the  third  quarter  of  2003.  If the
offering is not  successful  or the Company  cannot  raise  sufficient  capital,
alternative measures to improve capital ratios, such as slowing or reducing loan
growth,  or raising  capital  through the issuance of  preferred  stock or trust
preferred securities, would be considered.
     The  Company's  primary  cash  requirements  are  expected to be met by the
anticipated growth of customers' deposits. The Bank has also established federal
funds  guidelines  with  correspondent  banks,  giving it  short-term  borrowing
availability,  and has  established  a program  allowing  it to sell  investment
securities  under an agreement to repurchase  at a later date. In addition,  the
Bank  has  borrowing   capabilities  through  the  Federal  Home  Loan  Bank  of
Cincinnati.  The Company  needs  additional  funds to inject as capital into the
Bank, due primarily to the growth of the Bank's assets. The Company is currently
in the  process of raising  additional  equity  through  the sale of  additional
shares of common stock.  See Note 4 of the Notes to the  Condensed  Consolidated
Financial Statements.
     Liquidity is the measure of the Bank's ability to fund customer's needs for
borrowings and deposit withdrawals. In the second quarter of 2003, the Company's
principal  source  of funds has been the  acquisition  of  customers'  deposits,
repayment of loans,  and other funds from bank  operations,  as was the case for
the second quarter of 2002.

FORWARD-LOOKING STATEMENTS
     This report contains certain forward-looking  statements,  either expressed
or implied,  which are provided to assist the reader in making  judgments  about
the Company's possible future financial
                                        17
<PAGE>18
     performance.   Such   statements   are   subject  to   certain   risks  and
uncertainties,  including without limitation  changes in economic  conditions in
the  Company's  market  area,  changes  in  policies  by  regulatory   agencies,
fluctuations in interest rates,  demand for loans in the Company's  market area,
competition, and those risks and uncertainties discussed under the heading "Risk
Factors" in the Company's  Registration Statement on Form SB-2 as filed with the
Securities  and Exchange  Commission.  The factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from any opinions or statements expressed or
implied with respect to future periods in any current statements.
                                        18
<PAGE>19
ITEM 3. CONTROLS AND PROCEDURES


     As of June 30, 2003, an evaluation was performed  under the supervision and
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
on and as of the time of such evaluation,  the Company's  management,  including
the Chief  Executive  Officer and Chief  Financial  Officer,  concluded that the
Company's disclosure controls and procedures were effective as of June 30, 2003,
in timely alerting them to material information relating to the Company required
to be included in the Company's periodic filing with the Securities and Exchange
Commission.  There have been no  significant  changes in the Company's  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the time of such evaluation.
                                        19
<PAGE>20
PART II- OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders
     The Annual  Meeting of  Shareholders  of the  Company was held on April 17,
2003. The following  directors were elected to three year terms, ending in 2006,
with the vote totals as shown:
                                        Votes for         Votes withheld

         Jerry E. Baker                  609,056                    0
         Mary D. Cohron                  608,056                1,000
         Floyd H. Ellis                  608,906                  150
         John J. Kelley                  609,056                    0

     The  terms  of  office  of  the  following   directors  of  Citizens  First
Corporation continued after the Annual Meeting:

         NAME                                        TERM EXPIRES IN
         Billy J. Bell                                        2004
         James H. Lucas                                       2004
         Joe B. Natcher, Jr.                                  2004
         Jack Sheidler                                        2004
         Barry D. Bray                                        2005
         Sarah Glen Grise                                     2005
         John T. Perkins                                      2005
         Wilson Stone                                         2005

     The  shareholders  cast 297,159 votes to approve the  Company's  2002 Stock
Option Plan.  4,350 votes were cast  against this  proposal and 1,433 votes were
abstained.

     The  shareholders  cast 279,089 votes to approve the  Company's  2003 Stock
Option plan for  Non-Employee  Directors.  18,420  votes were cast  against this
proposal and 5,433 votes were abstained.

   The  shareholders  cast 603,426 votes to approve an amendment to the Articles
of Incorporation to increase the number of shares of authorized Common stock to
5,000,000 shares. 5,530 votes were cast against this proposal and 100 votes
were abstained.

     The  shareholders  cast 591,990 votes to ratify the appointment of BKD, LLP
as the  Company's  independent  accountants  for 2003.  16,466  votes  were cast
against this proposal and 600 votes were abstained.

There were no broker nonvotes on any of the items voted on at the
Annual Meeting.

Item 6. Exhibits and Reports on Form 8-K
        (a) Exhibits
            The exhibits listed on the Exhibit Index of this Form 10-QSB are
            filed as a part of this report.


        (b) Reports on Form 8-K during the quarter ended June 30, 2003.
            Form 8-K filed on April 17, 2003 reporting an Item 9 and furnishing
            an Item 12 event (the press  release for first quarter earnings).
                                        20
<PAGE>21

   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                             CITIZENS FIRST CORPORATION


Date:    August 14, 2003                    /s/ Mary D. Cohron
                                                Mary D. Cohron
                                           President and Chief Executive Officer
                                                (Principal Executive Officer)



         August 14, 2003                    /s/ Bill D. Wright
                                                Bill D. Wright
                                      Vice-President and Chief Financial Officer
                                     Principal Financial and Accounting Officer)

                                        21
<PAGE>22
EXHIBITS

3.1      Restated Articles of Incorporation of Citizens First Corporation
         (incorporated by reference to Exhibit 3.1 of the Company's Registration
         Statement on Form SB-2 (No. 333-103238)).

3.2      Amended and Restated Bylaws of Citizens First Corporation (incorporated
         by reference to Exhibit 3.2 of the Company's Registration Statement on
         Form SB-2 (No. 333-103238)).

10.1     Citizens First Corporation 2002 Stock Option Plan (incorporated by
         reference to Exhibit 10.13 of the Company's Registration Statement on
         Form SB-2 (No. 333-103238)).*

10.2     Citizens First Corporation 2002 Stock Option Plan for Non-Employee
         Directors ( incorporated by reference to Exhibit 10.14 of
         the Company's Registration Statement on Form SB-2 (No. 333-103238)).*

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act.

32       Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to 18 U.S.C. Section 1350.


*        Denotes management or compensatory contract.
                                        22