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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934



For the Quarterly Period Ended June 30, 2003



Commission File Number 333-74997



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BANCSHARES OF FLORIDA, INC.

A Florida Corporation



IRS Employer Identification No. 59-3535315



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1185 Immokalee Road

Naples, Florida 34110

(239) 254-2100



Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ̈



The number of shares
outstanding of the Registrants common stock, as of June 30, 2003: 3,079,199 shares of $.01 par value common stock.



Transitional Small Business Disclosure Format (check one)    Yes ̈No  x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule12b2).
2)    Yes ̈No  x



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

June 30, 2003 and December 31, 2002



|                                                                                                                            |  | June 30, 2003 |             |   | December 31,2002 |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | -
|                                                                                                                            |  | (unaudited)   |             |   |                  |  
|                                                                                                                            |  |              
|ASSETS                                                                                                                      |  |               |             |   |                  |  
|Cash and due from banks                                                                                                     |  | $             | 9,286,638   |   |                  | $
|Interest bearing due from other banks                                                                                       |  |               | 44,728      |   |                  |  
|Federal funds sold                                                                                                          |  |               | 4,052,000   |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                             |  |               | 13,383,366  |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|Securities available for sale                                                                                               |  |               | 9,533,328   |   |                  |  
|Loans                                                                                                                       |  |               | 147,183,422 |   |                  |  
|Less:                                                                                                                       |  |               |             |   |                  |  
|Allowance for loan losses                                                                                                   |  |               | 1,380,845   |   |                  |  
|Unearned income and deferred loan fees                                                                                      |  |               | 50,155      |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|NET LOANS                                                                                                                   |  |               | 145,752,422 |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|Restricted securities, Federal Home Loan Bank and Federal Reserve Bank stock, at cost                                       |  |               | 663,450     |   |                  |  
|Premises and equipment                                                                                                      |  |               | 4,905,370   |   |                  |  
|Accrued interest receivable                                                                                                 |  |               | 556,222     |   |                  |  
|Other assets                                                                                                                |  |               | 580,782     |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|TOTAL ASSETS                                                                                                                |  | $             | 175,374,940 |   |                  | $
|                                                                                                                            |  |               |             |   |                  |  
|                                                                                                                            |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                        |  |               |             |   |                  |  
|Deposits                                                                                                                    |  | $             | 153,031,529 |   |                  | $
|Other borrowings                                                                                                            |  |               | 0           |   |                  |  
|Accrued interest payable                                                                                                    |  |               | 11,656      |   |                  |  
|Accrued expenses and other liabilities                                                                                      |  |               | 165,008     |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|TOTAL LIABILITIES                                                                                                           |  |               | 153,208,193 |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|Commitments                                                                                                                 |  |               |             |   |                  |  
|Stockholders Equity:                                                                                                       |  |               |             |   |                  |  
|Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding                    |  |               | 0           |   |                  |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 3,079,199 and 2,079,199 shares issued and
outstanding |  |               | 30,792      |   |                  |  
|Additional paid-in capital                                                                                                  |  |               | 29,630,985  |   |                  |  
|Accumulated deficit                                                                                                         |  |               | (7,553,938  | ) |                  |  
|Accumulated other comprehensive income                                                                                      |  |               | 58,908      |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                  |  |               | 22,166,747  |   |                  |  
|                                                                                                                            |  |               |             |   |                  |  
|                                                                                                                            |  | $             | 175,374,940 |   |                  | $
|                                                                                                                            |  |               |             |   |                  |  



2



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three-Months Ended June 30, 2003 and 2002



|                                                     |  | Three-months ended June 30, |          
|---------------------------------------------------- |  | --------------------------- | ---------
|                                                     |  | 2003                        |          
|                                                     |  | (unaudited)                 |          
|                                                     |  |                            
|INTEREST INCOME                                      |  |                             |          
|Interest and fees on loans                           |  | $                           | 2,159,824
|Interest on securities and other                     |  |                             | 95,519   
|Interest on federal funds sold                       |  |                             | 8,856    
|                                                     |  |                             |          
|TOTAL INTEREST INCOME                                |  |                             | 2,264,199
|                                                     |  |                             |          
|INTEREST EXPENSE                                     |  |                             |          
|Interest on deposits                                 |  |                             | 788,244  
|Interest on other borrowings                         |  |                             | 0        
|                                                     |  |                             |          
|TOTAL INTEREST EXPENSE                               |  |                             | 788,244  
|                                                     |  |                             |          
|NET INTEREST INCOME                                  |  |                             | 1,475,955
|PROVISION FOR LOAN LOSSES                            |  |                             | 208,876  
|                                                     |  |                             |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES  |  |                             | 1,267,079
|                                                     |  |                            
|NONINTEREST INCOME                                   |  |                             |          
|Service charges, commissions and fees                |  |                             | 187,482  
|Gains on sales of securities available for sale, net |  |                             | 9,101    
|                                                     |  |                             |          
|TOTAL NONINTEREST INCOME                             |  |                             | 196,583  
|                                                     |  |                             |          
|                                                     |  |                             | 1,463,662
|                                                     |  |                             |          
|NONINTEREST EXPENSES                                 |  |                             |          
|Salaries and employee benefits                       |  |                             | 1,162,849
|Occupancy expenses                                   |  |                             | 340,805  
|Equipment rental, depreciation and maintenance       |  |                             | 195,883  
|General operating                                    |  |                             | 533,528  
|                                                     |  |                             |          
|TOTAL NONINTEREST EXPENSES                           |  |                             | 2,233,065
|                                                     |  |                             |          
|LOSS BEFORE INCOME TAXES                             |  |                             | (769,403 
|INCOME TAXES                                         |  |                             | 0        
|                                                     |  |                             |          
|NET LOSS                                             |  | $                           | (769,403 
|                                                     |  |                             |          
|LOSS PER SHARE                                       |  | $                           | (0.25    
|                                                     |  |                             |          
|WEIGHTED AVERAGE SHARES OUTSTANDING                  |  |                             | 3,079,199
|                                                     |  |                             |          



3



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six-Months Ended June 30, 2003 and 2002



|                                                     |  | Six-months ended June 30, |           
|---------------------------------------------------- |  | ------------------------- | ----------
|                                                     |  | 2003                      |           
|                                                     |  | (unaudited)               |           
|                                                     |  |                          
|INTEREST INCOME                                      |  |                           |           
|Interest and fees on loans                           |  | $                         | 3,996,548 
|Interest on securities and other                     |  |                           | 242,730   
|Interest on federal funds sold                       |  |                           | 40,234    
|                                                     |  |                           |           
|TOTAL INTEREST INCOME                                |  |                           | 4,279,512 
|                                                     |  |                           |           
|                                                     |  |                          
|INTEREST EXPENSE                                     |  |                           |           
|Interest on deposits                                 |  |                           | 1,609,048 
|Interest on other borrowings                         |  |                           | 0         
|                                                     |  |                           |           
|TOTAL INTEREST EXPENSE                               |  |                           | 1,609,048 
|                                                     |  |                           |           
|NET INTEREST INCOME                                  |  |                           | 2,670,464 
|PROVISION FOR LOAN LOSSES                            |  |                           | 500,548   
|                                                     |  |                           |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES  |  |                           | 2,169,916 
|NONINTEREST INCOME                                   |  |                           |           
|Service charges, commissions and fees                |  |                           | 336,018   
|Gains on sales of securities available for sale, net |  |                           | 9,101     
|                                                     |  |                           |           
|TOTAL NONINTEREST INCOME                             |  |                           | 345,119   
|                                                     |  |                           |           
|                                                     |  |                           | 2,515,035 
|                                                     |  |                           |           
|NONINTEREST EXPENSES                                 |  |                           |           
|Salaries and employee benefits                       |  |                           | 2,312,476 
|Occupancy expenses                                   |  |                           | 687,079   
|Equipment rental, depreciation and maintenance       |  |                           | 383,103   
|General operating                                    |  |                           | 1,006,007 
|                                                     |  |                           |           
|TOTAL NONINTEREST EXPENSES                           |  |                           | 4,388,665 
|                                                     |  |                           |           
|LOSS BEFORE INCOME TAXES                             |  |                           | (1,873,630
|INCOME TAXES                                         |  |                           | 0         
|                                                     |  |                           |           
|NET LOSS                                             |  | $                         | (1,873,630
|                                                     |  |                           |           
|LOSS PER SHARE                                       |  | $                         | (0.67     
|                                                     |  |                           |           
|WEIGHTED AVERAGE SHARES OUTSTANDING                  |  |                           | 2,815,663 
|                                                     |  |                           |           



4



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six-Months Ended June 30, 2003 and 2002



|                                                                            |  | Six-months ended June 30, |            
|--------------------------------------------------------------------------- |  | ------------------------- | -----------
|                                                                            |  | 2003                      |            
|                                                                            |  | (unaudited)               |            
|                                                                            |  |                          
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                           |            
|Net loss                                                                    |  | $                         | (1,873,630 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |            
|Depreciation and amortization                                               |  |                           | 327,955    
|Provision for loan losses                                                   |  |                           | 500,548    
|Accretion of deferred loan fees and discounts                               |  |                           | 8,166      
|Gains on sales of investment securities available for sale                  |  |                           | (9,101     
|Increase in accrued interest receivable                                     |  |                           | (82,600    
|Increase in other assets                                                    |  |                           | (172,993   
|Increase (decrease) in accrued interest payable                             |  |                           | (15,069    
|Decrease in accrued expenses and other liabilities                          |  |                           | (30,182    
|                                                                            |  |                           |            
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                           | (1,346,906 
|                                                                            |  |                           |            
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                           |            
|Net increase in loans                                                       |  |                           | (41,315,435
|Purchase of securities available for sale                                   |  |                           | (2,807,195 
|Purchase of restricted securities                                           |  |                           | (202,400   
|Purchase of premises and equipment                                          |  |                           | (195,836   
|                                                                            |  |                           |            
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                           | (44,520,866
|                                                                            |  |                           |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                           |            
|Net increase in deposits                                                    |  |                           | 23,715,103 
|Repayment of short-term notes                                               |  |                           | 0          
|Net proceeds from issuance of common stock                                  |  |                           | 9,162,820  
|                                                                            |  |                           |            
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                           | 32,877,923 
|                                                                            |  |                           |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        |  |                           | (12,989,849
|                                                                            |  |                          
|CASH AND CASH EQUIVALENTS                                                   |  |                           |            
|Beginning of period                                                         |  |                           | 26,373,215 
|                                                                            |  |                           |            
|End of period                                                               |  | $                         | 13,383,366 
|                                                                            |  |                           |            
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                            |  |                           |            
|Cash paid during the year for:                                              |  |                           |            
|Interest                                                                    |  | $                         | 1,624,117  
|                                                                            |  |                           |            
|Noncash Transactions:                                                       |  |                           |            
|Unrealized increase in fair value on securities available for sale          |  | $                         | 63,630     
|                                                                            |  |                           |            





5



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE-MONTHS ENDED JUNE 30, 2003



NOTE AOrganization and Basis of Presentation



Organization:



Bancshares of Florida Inc., f/k/a Citizens Bancshares of South Florida, Inc. (Bancshares), was incorporated in Florida in September 1998 to
serve as a holding company for Bank of Florida N.A., a national banking association then in organization. (Bancshares and its subsidiaries are collectively referred to in this report as the Company).



For approximately the first eleven months following its incorporation, the
main activities of Bancshares centered on applying for a national bank charter, applying to become a bank holding company, hiring and training bank employees, preparing the banking facilities and premises for opening, and conducting an initial
public offering of common stock to raise a minimum of $10 million to fund the startup of Bank of Florida N.A., f/k/a Citizens National Bank of Southwest Florida. By August 1999, Bancshares had received subscriptions to purchase common stock in an
amount in excess of the required minimum, and on August 24, 1999, Bank of Florida N.A., commenced operations at its office located at 3401 Tamiami Trail North in Naples, Florida.



Bank of Florida N.A is a full-service commercial bank. The bank offers a complete range of interest bearing and non-interest
bearing accounts, including commercial and retail checking accounts, money market accounts, individual retirement accounts, regular interest bearing statement savings accounts, certificates of deposit, commercial loans, real estate loans, home
equity loans and consumer/installment loans. In addition, Bank of Florida N.A provides such consumer services as U.S. Savings Bonds, travelers checks, cashiers checks, safe deposit boxes, bank by mail services, direct deposit and automated
teller services (ATMs).



On April 18, 2000, Florida Trust
Company was incorporated under the laws of the State of Florida as a wholly-owned subsidiary of Bank of Florida N.A. Florida Trust Company applied to the Comptroller of the Currency and was approved to engage in fiduciary services and estate
planning consultation on August 23, 2000. In October 2002 Florida Trust Company applied to the Florida Department of Financial Services and upon that applications approval in March 2003, Bancshares acquired Florida Trust Company from Bank of
Florida N.A. As a subsidiary of Bancshares, Florida Trust Company offers investment management, trust administration, estate planning, and financial planning services.



On July 16, 2002, Bank of Florida, a newly formed state-chartered commercial bank, opened in Ft. Lauderdale, Florida. Bank
of Florida opened with over $7 million in capital and offers a full range of interest bearing and non-interest bearing accounts, including commercial and retail checking accounts, money market accounts, individual retirement accounts, regular
interest bearing statement savings accounts, certificates of deposit, commercial loans, real estate loans, home equity loans and consumer/installment loans. In addition, Bank of Florida provides such consumer services as U.S. Savings Bonds,
travelers checks, cashiers checks, safe deposit boxes, bank by mail services, direct deposit and automatic teller services. (Bank of Florida N.A. and Bank of Florida are collectively referred to in this report as the Banks).



Basis of Presentation:



The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. Results for interim periods are not necessarily indicative
of the results of operations for the full year or any other interim period.



The Companys significant accounting policies are described in Note A of the Notes to Consolidated Financial Statements included in its 2002 Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission. For interim reporting purposes, the Company follows the same basic accounting policies and considers each interim period as an integral part of an annual period.



6



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Effective December 15, 2002, the Company adopted Statement of Financial Accounting Standards No. 148
Accounting for Stock-Based CompensationTransition and Disclosure (SFAS No. 148). This statement amends FASB statement No. 123, Accounting for Stock-Based Compensation. It provides alternative methods of transition for
an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provision of FASB statement No. 123 to require prominent disclosure about the effects on reported
net income of an entitys accounting policy decisions with respect to stock-based employee compensation. Had compensation cost for the Companys stock option plan been determined under SFAS No. 123, based on the fair market value at the
grant dates, the Companys proforma net loss and net loss per share would have been as follows:



|                                                                                                                                            |  | Six-Month Period Ending June 30, |           
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----------
|                                                                                                                                            |  | 2003                             |           
|Net Income (Loss) :                                                                                                                         |  |                                  |           
|As reported                                                                                                                                 |  | $                                | (1,873,630
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related
tax effects |  |                                  | 21,152    
|Pro forma                                                                                                                                   |  | $                                | (1,894,782
|Net Loss Per Share:                                                                                                                         |  |                                  |           
|Basic and diluted                                                                                                                           |  |                                  |           
|As reported                                                                                                                                 |  | $                                | (0.67     
|Pro forma                                                                                                                                   |  | $                                | (0.67     





|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- |  | -------------------------------------------------------------------------------------



For The Three Months Ended June 30, 2003 Compared to

The Three Months Ended June 30, 2002 and The Three Months Ended March 31, 2003



Financial Condition



The net loss for the three months ended June 30, 2003 totaled $769,000 or $0.25 per share as the Company continued to grow its asset base in order to
cover fixed costs of operations sufficient to support a much larger organization and to expand wealth management services. The loss during the current period compares to a net loss of $362,000 or $0.21 per share for the same three-month period a
year ago. Excluding the operations of Bank of Florida in Ft. Lauderdale, which opened for business in July, 2002, the current period net loss totaled $310,000.



The current periods loss was $338,000 or 31% less than the first quarter 2003 loss of $1,107,000, while the loss per share was lower by $0.18 or
43% from $0.43 in the first quarter. The primary reasons for the improvement in the second quarter compared to first quarter 2003 are a 24% increase in operating income (net interest income plus noninterest income) and a comparatively small decrease
in loan loss provision expense, which more than offset a modest 3.4% increase in noninterest expense. Approximately $0.06 or one-third of the improvement in earnings per share reflects the full quarter impact of the Companys 1.0 million share
initial public offering during the first quarter of 2003.



An
important milestone was achieved in the second quarter when the Bank of Florida, N.A. broke even on a cash basis, excluding the impact of the loan loss provision (a noncash expense). The significantly higher occupancy cost of its new Naples
headquarters location has now been absorbed as targeted by management when the facility was opened last fall. In the month of June, the Naples bank was profitable, including the impact of the loan loss provision.



The Company continued to experience growth in assets, loans and deposits
during the quarter. Total assets, as of June 30, 2003, were $175,375,000 up $9,545,000 or 5.8% during the quarter, and an increase of $79,639,000 or 83.2% compared to the same date a year ago. Gross loans, as of June 30, 2003, were $147,183,000, up
$24,270,000 or 19.7% during the quarter, and an increase of $67,726,000 or 85.2% compared to the same date a year ago. Deposits of $153,032,000 were up $10,409,000 or 7.3% for the quarter, and up $74,159,000 or 94.0% compared to the same date a year
ago.



7



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Results of Operations



Net Interest IncomeThe largest component of our net income is net interest income, which is the difference between the income
earned on assets and the interest paid on deposits and borrowings used to support such assets. Net interest income is determined by the rates earned on interest-earning assets and the rates paid on our interest-bearing liabilities, the relative
amounts of interest-earning assets and interest-bearing liabilities, and the degree of mismatch and the maturity and re-pricing characteristics of its interest-earning assets and interest-bearing liabilities.



Net interest income totaled $1,476,000 million for the three-month period
ended June 30, 2003, rising 23.5% or $281,000 compared with first quarter 2003 and 69.1% or $603,000 versus second quarter 2002. The increases reflect earning asset growth noted above, with the net interest margin for the comparative quarters of
2003 and 2002 being nearly maintained despite the current falling interest rate environment. The second quarter 2003 net margin was 3.87%, off 11 basis points from the same period last year and up 49 basis points from first quarter 2003. The
increase in margin compared to the linked quarter reflects a significant reduction in the level of lower-yielding federal funds sold and interest bearing deposits due banks. This increase was partially offset by the impact of yields on earning
assets decreasing at a faster pace than rates on deposits, consistent with the companys asset/liability mix, its more attractive deposit pricing strategy in newer markets, and the current interest rate environment falling to near historic
lows.



While the Banks have continued to experience steady loan
growth, the current interest rate environment has reduced interest earned per dollar of earning assets. The following table represents the effect of changes in average balances (volume) and rates on interest income, interest expense and net interest
income, for the period indicated. The effect of a change in average balance has been determined by applying the average rate in the earlier period to the change in the average balance between the two periods. The effect of a change in the average
rate has been determined by applying the average balance in the later period to the change in the average rate between the two periods. Changes resulting from average balance/rate variances are included in changes resulting from volume.



The significant declines noted in the yield on earning assets and the
costs of interest-bearing liabilities relate to the numerous reductions in federal funds rates by the Federal Reserve and the resulting declines in market interest rates. As indicated below, higher volumes have more than offset the impact of lower
rates.



COMPARISON OF THE THREE MONTH PERIODS ENDED

JUNE 30, 2003 TO JUNE 30, 2002 AND TO MARCH 31, 2003



|                             |  | Three months ended June 30, 2003 and June 30, 2002 |         |   | Three months ended June 30, 2003 and March 31, 2003 |  
|---------------------------- |  | -------------------------------------------------- | ------- | - | --------------------------------------------------- | -
|                             |  | Increase (Decrease) Due to Change in:              |         |   | Increase (Decrease) Due to Change in:               |  
|                             |  | AverageBalance                                     |         |   | AverageRate                                         |  
|Change in:                   |  |                                                    |         |   |                                                     |  
|Interest earned on:          |  |                                                    |         |   |                                                     |  
|Investments                  |  | $                                                  | 62,608  |   |                                                     | $
|Fed funds sold               |  |                                                    | (6,832  | ) |                                                     |  
|Loans                        |  |                                                    | 929,702 |   |                                                     |  
|                             |  |                                                    |         |   |                                                     |  
|Total interest income        |  |                                                    | 985,478 |   |                                                     |  
|                             |  |                                                    |         |   |                                                     |  
|Interest paid on:            |  |                                                    |         |   |                                                     |  
|NOW & money markets accounts |  |                                                    | 150,758 |   |                                                     |  
|Savings                      |  |                                                    | 477     |   |                                                     |  
|Certificates of deposit      |  |                                                    | 140,165 |   |                                                     |  
|                             |  |                                                    |         |   |                                                     |  
|Total interest expense       |  |                                                    | 291,400 |   |                                                     |  
|                             |  |                                                    |         |   |                                                     |  
|Net interest income          |  | $                                                  | 694,078 |   |                                                     | $
|                             |  |                                                    |         |   |                                                     |  



8



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Provision and Allowance for Loan LossesThe allowance for loan losses is an estimated amount
that management believes will be adequate to absorb losses inherent in the loan portfolio based on evaluations of its collectibility. The evaluations take into consideration such factors as changes in the nature and volume of the portfolio, overall
portfolio quality, specific problem loans and commitments, and current anticipated economic conditions that may affect the borrowers ability to pay. Management also considers the results of independent internal and external credit reviews.



The allowance for credit losses is established through a
provision for loan losses charged against income. Loans are charged against the allowance when management believes that the collectibility of the principal is unlikely. While management uses the best information available to estimate probable losses
on loans, future additions to the allowance may be necessary based on changes in economic conditions. At June 30, 2003, the allowance for credit losses amounted to $1,381,000 or 0.94% of outstanding loans and covered nonperforming loans by 6.8
times. The allowance totaled $1,193,000 and $678,000 at March 31, 2003 and June 30, 2002, respectively, or 0.97% and 0.85% of outstanding loans, respectively.



The provision for loan losses was $209,000 for the quarter, an $83,000 decrease from the first quarter 2003 level and $175,000 greater than the same
period last year, reflective of loan growth. Because of a lack of historical loss experience, the allowance, and its impact on the required provision, has been established based principally on loss histories of comparably sized and positioned
banking institutions, adjusted for current economic and demographic conditions. The allowance is also influenced by the fact that some 25% of the loan portfolio is residential real estate, which historically has resulted in a lower percentage of
losses.



An analysis of the Companys allowance for
possible loan losses and loan loss experience (charge-offs) is furnished in the following table for the six-month periods ended June 30, 2003 and 2002.





|                                           |  | 2003 |           | 2002
|------------------------------------------ |  | ---- | --------- | ----
|Balance at beginning of period             |  | $    | 906,739   |     
|Charge-offs:                               |  |      | 26,452    |     
|Recoveries:                                |  |      | 10        |     
|Provision for losses charged to operations |  |      | 500,548   |     
|                                           |  |      |           |     
|Balance at end of period                   |  | $    | 1,380,845 |     
|                                           |  |      |           |     



Noninterest
IncomeOur primary sources of noninterest income include fees generated by Florida Trust Company, service charges on deposit accounts and fees related to loans which are closed in the name of a third party. Other sources of noninterest
income include debit card, ATM card, check printing, safe deposit, wire transfer and official check fees.



Noninterest income totaled $197,000 for the second quarter, up $48,000 or 32% from the first quarter level and $73,000 or 59% compared to the same three
month period in 2002. The improvement reflects steady growth in banking service fees as well as expanded revenues related to Florida Trust Company. Over the last twelve months, assets under advisement at the Florida Trust Company have risen 36% to
$94 million, resulting in a 57% increase in second quarter revenues versus the same period last year. The current three month period also includes $9,000 related to gains on the sales of approximately $3.8 million in available-for-sale securities,
the yields of which were being adversely impacted due to accelerated prepayments due to the current interest rate environment. The proceeds were reinvested and used to fund loan growth.



Noninterest ExpenseNoninterest expense totaled $2,233,000 for the quarter, an increase of $74,000 or 3% from
the prior quarter and $907,000 greater (up 68%) than the same period last year. The latter increase is primarily attributable to additional staff, overhead and other related expense caused by the addition of the Companys new main office in
Naples in third quarter 2002 and the operations of the Ft. Lauderdale bank. Approximately $335,000 in one-time organization costs of the new bank were expensed in second quarter 2002.



9



---

Results by Operating UnitThe following tables represent summarized results of operations by
operating unit for the periods indicated. Other includes consolidating eliminating entries and activity at the holding company level.



|                            |  | Bank ofFlorida, N.A.Naples |         |   | Bank ofFloridaFt. Lauderdale |   |              | FloridaTrustCompany |  |   | Other  |   |  | Bancsharesof FloridaConsolidated |        
|--------------------------- |  | -------------------------- | ------- | - | ---------------------------- | - | ------------ | ------------------- |  | - | ------ | - |  | -------------------------------- | -------
|For the Three Months Ended: |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        
|                            |  |                            |         |   |                             
|June 30, 2003               |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        
|Net interest income         |  | $                          | 1,117   |   |                              | $ | 347          |                     |  | $ | 12     |   |  | $                                |       
|Noninterest income          |  |                            | 80      |   |                              |   | 10           |                     |  |   | 107    |   |  |                                  |       
|Provision for loan losses   |  |                            | 116     |   |                              |   | 93           |                     |  |   |       |   |  |                                  |       
|Noninterest expense         |  |                            | 1,196   |   |                              |   | 722          |                     |  |   | 215    |   |  |                                  | 100    
|                            |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        
|Net loss                    |  | $                          | (115    | ) |                              | $ | (458         | )                   |  |   | (96    | ) |  | $                                | (100   
|                            |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        
|End of period assets        |  | $                          | 131,157 |   |                              | $ | 47,342$2,731 |                     |  | $ | (5,855 | ) |  | $                                | 175,375
|                            |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        
|June 30, 2002               |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        
|Net interest income         |  | $                          | 873     |   |                              | $ |             |                     |  | $ |       |   |  | $                                |       
|Noninterest income          |  |                            | 56      |   |                              |   |             |                     |  |   | 68     |   |  |                                  |       
|Provision for loan losses   |  |                            | 34      |   |                              |   |             |                     |  |   |       |   |  |                                  |       
|Noninterest expense         |  |                            | 789     |   |                              |   | 335          |                     |  |   | 144    |   |  |                                  | 57     
|                            |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        
|Net income (loss)           |  | $                          | 106     |   |                              | $ | (335         | )                   |  |   | (76    | ) |  | $                                | (57    
|                            |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        
|End of period assets        |  | $                          | 95,049  |   |                              | $ | 1,034        |                     |  | $ | 150    |   |  | $                                | (497   
|                            |  |                            |         |   |                              |   |              |                     |  |   |        |   |  |                                  |        



For The Six Months Ended June 30,
2003 Compared to

The Six Months Ended June 30, 2002



The net loss for the six month period ended June 30, 2003 totaled $1,874,000 or $0.67 per share. This loss compares to a net loss of $877,000 or $0.59 per
share for the same six month period a year ago. Excluding the operations of Bank of Florida in Ft. Lauderdale, which opened for business in July, 2002, the current period net loss totaled $844,000.



In the first half of this year, operating income rose 62% or $1.148 million
over the same 2002 period. Growth was contributed about equally by the companys Ft. Lauderdale bank, which opened in early July 2002, and the founding, four-year-old Naples bank.



10



---

Results of Operations



Net Interest IncomeNet interest income totaled $2,670,000 for the six-month period ended June 30, 2003, rising 65% or $1,047,000 compared
with the same six-month period in 2002. The net margin was 3.63%, off 35 basis points from the same period last year. The decline in the current six month period reflects the impact of the companys interest bearing assets repricing at a faster
rate than interest bearing liabilities during a period of significant rate reductions. This resulted in an 82 basis point decline in the yield on earning assets which was only partially offset by a corresponding 70 basis point drop in the yield on
interest bearing liabilities.



COMPARISON OF SIX MONTH
PERIODS ENDED

JUNE 30, 2003 TO JUNE 30, 2002



|                             |  | Six months ended June 30, 2003 and June 30, 2002 Increase (Decrease) Due to Change in: |          
|---------------------------- |  | -------------------------------------------------------------------------------------- | ---------
|                             |  | AverageBalance                                                                         |          
|Change in:                   |  |                                                                                        |          
|Interest earned on:          |  |                                                                                        |          
|Investments                  |  | $                                                                                      | 206,394  
|Fed funds sold               |  |                                                                                        | 11,086   
|Loans                        |  |                                                                                        | 1,594,743
|                             |  |                                                                                        |          
|Total interest income        |  |                                                                                        | 1,812,223
|                             |  |                                                                                        |          
|Interest paid on:            |  |                                                                                        |          
|NOW & money markets accounts |  |                                                                                        | 345,274  
|Savings                      |  |                                                                                        | 842      
|Certificates of deposit      |  |                                                                                        | 299,440  
|Other Borrowings             |  |                                                                                        | (12,402  
|                             |  |                                                                                        |          
|Total interest expense       |  |                                                                                        | 633,154  
|                             |  |                                                                                        |          
|Net interest income          |  | $                                                                                      | 1,179,069
|                             |  |                                                                                        |          



Provision for Loan
LossesThe provision for loan losses was $501,000 for the six months ended June 30, 2003 compared to $241,000 for the same six month period a year ago, reflective of loan growth.



Noninterest IncomeNoninterest income, excluding gains on the sale of securities, totaled $336,000 for the
six-month period ended June 30, 2003, up $100,000 or 42% compared with the same six-month period in 2002. The improvement reflects steady growth in banking service fees as well as expanded trust revenues. Over the last twelve months, assets under
advisement at the Florida Trust Company have risen 36% to $94 million, resulting in a 37% increase in year-to-date revenues versus the same period last year.



Noninterest ExpenseNoninterest expense totaled $4,389,000 million for the six-month period ended June 30, 2003, an increase of $1,894,000 or
76% over the same period last year. The increase is primarily attributable to additional staff, overhead and other related expense caused by the addition of the Companys new main office in Naples in third quarter 2002 and the opening of the
new bank in Ft. Lauderdale on July 16, 2002. Approximately $629,000 in one-time organization costs of the new bank were expensed in the first half of 2002.



11



---

Selected RatiosThe following table shows selected ratios for the periods ended or at the
dates indicated:



|                                                                                 |  | Three-Months Ended June 30, 2003 |       |  | Six-MonthsEndedJune 30, 2003 |       |  | Year EndedDecember 31,2002 |   
|-------------------------------------------------------------------------------- |  | -------------------------------- | ----- |  | ---------------------------- | ----- |  | -------------------------- | --
|Return on average assets                                                         |  | (1.85                            | )%(1) |  | (2.33                        | )%(1) |  | (2.57                      | )%
|Return on average equity                                                         |  | (13.68                           | )%(1) |  | (18.17                       | )%(1) |  | (19.49                     | )%
|Interest-rate spread during the period                                           |  | 3.44                             | %(1)  |  | 3.20                         | %(1)  |  | 3.34                       | % 
|Net interest margin                                                              |  | 3.87                             | %(1)  |  | 3.63                         | %(1)  |  | 3.93                       | % 
|Net charge-offs during the period to average loans outstanding during the period |  | 0.06                             | %     |  | 0.04                         | %     |  | 0.09                       | % 
|Allowance for loan losses to total loans                                         |  | 0.94                             | %     |  | 0.94                         | %     |  | 0.86                       | % 
|Allowance for loan losses to nonperforming loans                                 |  | 676.88                           | %     |  | 676.88                       | %     |  | 352.82                     | % 
|Nonperforming loans to total loans                                               |  | 0.14                             | %     |  | 0.14                         | %     |  | 0.24                       | % 
|Nonperforming assets to total assets                                             |  | 0.12                             | %     |  | 0.12                         | %     |  | 0.18                       | % 
|Average equity to average assets ratio                                           |  | 13.49                            | %     |  | 12.83                        | %     |  | 13.17                      | % 

---

|(1) |  | Annualized
|--- |  | ----------



Results by Operating UnitThe following tables represent summarized results of operations by operating unit for the periods indicated. Other includes consolidating eliminating entries and
activity at the holding company level.



|                          |  | Bank ofFlorida, N.A.Naples |         |   | Bank ofFloridaFt. Lauderdale |   |        | FloridaTrustCompany |  |   | Other |   |  | Bancsharesof FloridaConsolidated |       
|------------------------- |  | -------------------------- | ------- | - | ---------------------------- | - | ------ | ------------------- |  | - | ----- | - |  | -------------------------------- | ------
|For the Six Months Ended: |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       
|                          |  |                            |         |   |                             
|June 30, 2003             |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       
|Net interest income       |  | $                          | 2,108   |   |                              | $ | 550    |                     |  | $ | 12    |   |  | $                                |      
|Noninterest income        |  |                            | 140     |   |                              |   | 16     |                     |  |   | 189   |   |  |                                  |      
|Provision for loan losses |  |                            | 312     |   |                              |   | 189    |                     |  |   |      |   |  |                                  |      
|Noninterest expense       |  |                            | 2,376   |   |                              |   | 1,407  |                     |  |   | 416   |   |  |                                  | 189   
|                          |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       
|Net loss                  |  | $                          | (440    | ) |                              | $ | (1,030 | )                   |  |   | (215  | ) |  | $                                | (189  
|                          |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       
|End of period assets      |  | $                          | 131,157 |   |                              | $ | 47,342 |                     |  | $ | 2,731 |   |  | $                                | (5,855
|                          |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       
|                          |  |                            |         |   |                             
|June 30, 2002             |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       
|Net interest income       |  | $                          | 1,623   |   |                              | $ |       |                     |  | $ |      |   |  | $                                |      
|Noninterest income        |  |                            | 98      |   |                              |   |       |                     |  |   | 138   |   |  |                                  |      
|Provision for loan losses |  |                            | 241     |   |                              |   |       |                     |  |   |      |   |  |                                  |      
|Noninterest expense       |  |                            | 1,513   |   |                              |   | 629    |                     |  |   | 264   |   |  |                                  | 89    
|                          |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       
|Net loss                  |  | $                          | (33     | ) |                              | $ | (629   | )                   |  |   | (126  | ) |  | $                                | (89   
|                          |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       
|End of period assets      |  | $                          | 95,049  |   |                              | $ | 1,034  |                     |  | $ | 150   |   |  | $                                | (497  
|                          |  |                            |         |   |                              |   |        |                     |  |   |       |   |  |                                  |       



12



---

|Average |  | Balances, Income and Expenses, and Rates
|------- |  | ----------------------------------------



The following tables represent, for the three-month periods indicated, certain information related to our average balance sheet and its annualized average
yields on assets and annualized average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. Average balances have been derived from daily averages.





|                                                                                 |  | For the Three-Months Ended June 30, |            
|-------------------------------------------------------------------------------- |  | ----------------------------------- | -----------
|                                                                                 |  | 2003                                |            
|                                                                                 |  | AverageBalance                      |            
|Assets:                                                                          |  |                                     |            
|Earning Assets:                                                                  |  |                                     |            
|Interest Earning Deposits                                                        |  | $                                   | 1,895,367  
|Securities                                                                       |  |                                     | 10,958,390 
|Federal Funds Sold                                                               |  |                                     | 2,997,725  
|Loans                                                                            |  |                                     | 136,856,469
|                                                                                 |  |                                     |            
|Total Interest-Earning assets                                                    |  |                                     | 152,707,951
|Non Interest-earning assets                                                      |  |                                     | 14,002,875 
|                                                                                 |  |                                     |            
|Total Assets                                                                     |  | $                                   | 166,710,826
|                                                                                 |  |                                     |            
|Liabilities:                                                                     |  |                                     |            
|Interest-bearing liabilities:                                                    |  |                                     |            
|NOW & Money Market                                                               |  | $                                   | 57,289,346 
|Savings                                                                          |  |                                     | 1,182,987  
|Time Deposit                                                                     |  |                                     | 68,314,232 
|Other Borrowings                                                                 |  |                                     |           
|                                                                                 |  |                                     |            
|Total interest-bearing liabilities                                               |  | $                                   | 126,786,565
|Demand deposits                                                                  |  |                                     | 15,764,714 
|Other non-interest bearing liabilities                                           |  |                                     | 1,669,267  
|                                                                                 |  |                                     |            
|Total non-interest bearing liabilities                                           |  |                                     | 17,433,981 
|Stockholders Equity                                                             |  |                                     | 22,490,280 
|                                                                                 |  |                                     |            
|Total Liabilities & Stockholders Equity                                         |  | $                                   | 166,710,826
|                                                                                 |  |                                     |            
|Net interest income                                                              |  |                                     |            
|                                                                                 |  |                                     |            
|Interest-rate spread (1)                                                         |  |                                     |            
|Net Interest margin (2)                                                          |  |                                     |            
|Ratio of average interest-earning assets to average interest-earning liabilities |  |                                     |            

---

|(1) |  | Interest rate spread is the average rate earned on total interest-earning assets less the average rate paid on interest-bearing liabilities.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Net interest margin is net interest income divided by total interest-earning assets.
|--- |  | ------------------------------------------------------------------------------------



13



---

|                                                                                 |  | For the Six-Months Ended June 30, |            
|-------------------------------------------------------------------------------- |  | --------------------------------- | -----------
|                                                                                 |  | 2003                              |            
|                                                                                 |  | AverageBalance                    |            
|Assets:                                                                          |  |                                   |            
|Earning Assets:                                                                  |  |                                   |            
|Interest Earning Deposits                                                        |  | $                                 | 7,229,484  
|Securities                                                                       |  |                                   | 9,559,879  
|Federal Funds Sold                                                               |  |                                   | 6,809,795  
|Loans                                                                            |  |                                   | 123,346,862
|                                                                                 |  |                                   |            
|Total Interest-Earning assets                                                    |  |                                   | 146,946,020
|Non Interest-earning assets                                                      |  |                                   | 13,924,810 
|                                                                                 |  |                                   |            
|Total Assets                                                                     |  | $                                 | 160,870,830
|                                                                                 |  |                                   |            
|Liabilities:                                                                     |  |                                   |            
|Interest-bearing liabilities:                                                    |  |                                   |            
|NOW & Money Market                                                               |  | $                                 | 55,545,448 
|Savings                                                                          |  |                                   | 1,170,746  
|Time Deposit                                                                     |  |                                   | 66,255,449 
|Other Borrowings                                                                 |  |                                   |           
|                                                                                 |  |                                   |            
|Total interest-bearing liabilities                                               |  | $                                 | 122,971,643
|Demand deposits                                                                  |  |                                   | 15,652,079 
|Other non-interest bearing liabilities                                           |  |                                   | 1,613,744  
|                                                                                 |  |                                   |            
|Total non-interest bearing liabilities                                           |  |                                   | 17,265,823 
|Stockholders Equity                                                             |  |                                   | 20,633,364 
|                                                                                 |  |                                   |            
|Total Liabilities & Stockholders Equity                                         |  | $                                 | 160,870,830
|                                                                                 |  |                                   |            
|Net interest income                                                              |  |                                   |            
|                                                                                 |  |                                   |            
|Interest-rate spread (1)                                                         |  |                                   |            
|Net Interest margin (2)                                                          |  |                                   |            
|Ratio of average interest-earning assets to average interest-earning liabilities |  |                                   |            

---

|(1) |  | Interest rate spread is the average rate earned on total interest-earning assets less the average rate paid on interest-bearing liabilities.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Net interest margin is net interest income divided by total interest-earning assets.
|--- |  | ------------------------------------------------------------------------------------



14



---

|Liquidity |  | and Capital Resources
|--------- |  | ---------------------



Liquidity ManagementLiquidity management involves monitoring our sources and uses of funds in order to meet day-to-day cash flow requirements
while maximizing profits. Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management is made more complicated
because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of certain holdings in the investment portfolio is very predictable and subject to a high degree of control at the
time of purchase; other investment holdings, such as mortgage-backed securities, are much less predictable due to sensitivity to financial market rates. Net deposit inflows and outflows, whether related to time deposits or nonmaturity instruments
such as money market accounts or demand deposits, are also difficult to predict. Asset liquidity is provided by cash and assets which are readily marketable, which can be pledged, or which will mature in the near future. Liability liquidity is
provided by access to core funding sources, principally the ability to generate customer deposits in our primary markets. In addition, liability liquidity is provided through the ability to borrow against approved lines of credit including federal
funds purchased from correspondent banks and the Federal Home Loan Bank.



Short-Term InvestmentsShort-term investments, which consist of federal funds sold and interest-bearing deposits, averaged $4.9 million and $14.0 million in the first three and six months ended of 2003, as
compared to $9.1 million and $6.9 million during the comparative periods of 2002. At June 30, 2003 and December 31, 2002, short-term investments totaled $4.1 million and $21.4 million, respectively. These funds are a source of our liquidity and are
generally invested in an earning capacity on an overnight basis.



Management regularly reviews our liquidity position and has implemented internal policies which establish guidelines for sources of asset-based liquidity and limit the total amount of purchased funds used to support the balance sheet and
funding from non-core sources.



Deposits and Other Sources
of FundsIn addition to deposits, the sources of funds available to the Banks for lending and other business purposes include loan repayments, loan sales, borrowings from the Federal Home Loan Bank, national market funding sources, and
contributions from Bancshares. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are influenced significantly by competition, general interest rates and money market conditions.
Borrowings may be used on a short-term basis to compensate for reductions in other sources, such as deposits at less than projected levels, and are also used to fund the origination of mortgage loans designated to be sold in the secondary markets.



DepositsDeposits from our primary market provide
a relatively stable funding source for our loan portfolio and other earning assets. Our total deposits were $153.2 million at June 30, 2003 versus $129.3 million at December 31, 2002. The funding requirements for loans have continued to grow in the
first half of 2003 compared to 2002 levels. Total loans at June 30, 2003 have increased $24.3 million since March 31, 2003 and $41.3 million since December 31, 2002. Non-interest bearing deposits represented 11% of average total deposits during the
first six months of 2003. Management continues a conscious effort to attract deposits from commercial relationships. The Company anticipates that a stable base of deposits will be the primary source of funding to meet both its short-term and
long-term liquidity needs in the future.



CapitalThe Federal Reserve Board and bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures,
adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers. Tier 1 capital consists of common stockholders equity, excluding the unrealized gain (loss) on available-for-sale
securities, minus certain intangible assets. Tier 2 capital consists of the general allowance for credit losses subject to certain limitations. An institutions qualifying capital base for purposes of its risk-based capital ratio consists of
the sum of its Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 and 8% for total risk-based capital.



15



---

The prompt corrective action regulations provide five classifications, including well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to
accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The minimum requirements are:



|                       |  | Capital to risk-weighted assets |  | Tier 1 capitalto averageassets
|---------------------- |  | ------------------------------- |  | ------------------------------
|                       |  | Total                           |  | Tier 1                        
|Well capitalized       |  | 10%                             |  | 6%                            
|Adequately capitalized |  | 8%                              |  | 4%                            
|Undercapitalized       |  | 6%                              |  | 3%                            



The Company was
considered well capitalized as of June 30, 2003.



Management is
not aware of any events or circumstances that have occurred since June 30, 2003 that would change the Companys capital category.



Bank holding companies and banks are also required to maintain capital at a minimum level based on total assets as defined by various leverage ratios. The
minimum requirement for the tier 1 leverage ratio is 3%, but all but the highest rated institutions are required to maintain ratios 100 to 200 basis points above the minimum. Bancshares of Florida and the Banks exceeded their minimum regulatory
capital ratios as of June 30, 2003.



The following table
reflects the actual capital levels and minimum required levels at June 30, 2003. (Dollars in thousands):



|                                         |  | Actual   |  | MinimumRequired For CapitalAdequacyPurposes |  | Minimum RequiredTo Be WellCapitalized UnderPrompt CorrectiveAction Regulations
|---------------------------------------- |  | -------- |  | ------------------------------------------- |  | ------------------------------------------------------------------------------
|                                         |  | Amount   |  | Ratio                                       |  | Amount                                                                        
|Total capital (to risk weighted assets)  |  |          |  |                                             |  |                                                                               
|Consolidated                             |  | $23,548  |  | 16.59%                                      |  | $11,355                                                                       
|Bank of Florida N.A.                     |  | $10,622  |  | 10.05%                                      |  | $  8,456                                                                      
|Bank of Florida                          |  | $  6,366 |  | 17.76%                                      |  | $  2,868                                                                      
|Tier 1 capital (to risk weighted assets) |  |          |  |                                             |  |                                                                               
|Consolidated                             |  | $22,167  |  | 15.62%                                      |  | $  5,677                                                                      
|Bank of Florida N.A.                     |  | $  9,560 |  | 9.04%                                       |  | $  4,228                                                                      
|Bank of Florida                          |  | $  6,047 |  | 16.87%                                      |  | $  1,434                                                                      
|Tier 1 capital (to average assets)       |  |          |  |                                             |  |                                                                               
|Consolidated                             |  | $22,167  |  | 13.82%                                      |  | $  6,416                                                                      
|Bank of Florida N.A.                     |  | $  9,560 |  | 7.46%                                       |  | $  5,126                                                                      
|Bank of Florida                          |  | $  6,047 |  | 15.39%                                      |  | $  1,572                                                                      



During the quarter
ended March 31, 2003 the Bancshares issued 1,000,000 shares of $0.01 par value common stock on the open market. The net proceeds from this offering of approximately $8,980,000 have or will be used for the acquisition of Florida Trust Company by
Bancshares from Bank of Florida N.A., additional capital contributions for the Banks and Florida Trust Company and to fund future growth and liquidity needs.



16



---

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995



Certain statements in this quarterly Report on Form 10-QSB may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the
use of forward-looking terminology, such as may, will, expect, estimate, anticipate, believe, target, plan, project, or continue
or the negatives thereof or other variations thereon or similar terminology, and are made on the basis of managements plans and current analyses of Bancshares of Florida, Inc., its business and the industry as a whole. These forward-looking
statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors, in some cases, have affected, and in
the future could affect Bancshares of Florida, Inc.s financial performance and could cause actual results for fiscal 2003 and beyond to differ materially from those expressed or implied in such forward-looking statements. Bancshares of
Florida, Inc. does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.



|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 report that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and
procedures performed within the 90 days preceding the filing of this report, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the Companys disclosure controls and procedures were adequate for the above
described purpose.



(b)  Change in Internal Controls



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



PART II.    OTHER INFORMATION



|ITEM 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- |  | ---------------------------------------------------



On May 22, 2003, the Company held its Annual Meeting of Shareholders. At the Annual Meeting, the following proposals were considered and acted upon:



PROPOSAL I.    To elect one Class I, five
Class II and one Class III directors of the Company.



|                    |  | FOR       |  | WITHHELD
|------------------- |  | --------- |  | --------
|John B. James       |  | 2,471,311 |  | 22,400  
|Michael L. McMullan |  | 2,471,311 |  | 22,400  
|Harry K. Moon, M.D. |  | 2,472,411 |  | 21,300  
|Michael T. Putziger |  | 2,471,661 |  | 22,050  
|Richard Rochon      |  | 2,472,411 |  | 21,300  
|Ramon A. Rodriguez  |  | 2,472,411 |  | 21,300  
|Bernard L. Turner   |  | 2,470,111 |  | 23,600  



17



---

PROPOSAL II.    To amend the Companys 1999 Stock Option Plan to increase the
number of shares available for issuance upon the exercise of stock options;



|
|

|FOR       |  | AGAINST |  | ABSTAIN
|--------- |  | ------- |  | -------
|1,633,168 |  | 227,050 |  | 20,991 



PROPOSAL
III.    To amend the Companys Amended and Restated Articles of Incorporation to eliminate staggered terms and multiple classes of directors so that all directors will now serve for one-year terms.



|
|

|FOR       |  | AGAINST |  | ABSTAIN
|--------- |  | ------- |  | -------
|2,407,671 |  | 74,090  |  | 11,950 



PROPOSAL
IV.    The adjournment of the Annual Meeting to solicit additional proxies in the event that there are not sufficient votes to approve Proposals I, II and III.



|
|

|FOR       |  | AGAINST |  | ABSTAIN
|--------- |  | ------- |  | -------
|2,394,020 |  | 89,591  |  | 10,100 



|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K
|------- |  | --------------------------------



(a)  EXHIBITS



The following exhibits are filed with the Securities and Exchange Commission and are incorporated by reference into this form 10-QSB. The exhibits which
are denominated by an (a.) were previously filed as a part of a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC on March 24, 1999, File No. 333-74997. The exhibits which are denominated by a (b.) were previously filed as a
part of Amendment No. 1 to Form SB-2, filed with the SEC on May 7, 1999. The exhibits which are denominated by a (c.) were previously filed as a part of Form 10-KSB filed with the SEC on March 30, 2000. The exhibits which are denominated by a (d.)
were previously filed as a part of an exhibit to Form 10-QSB/A-1 filed on December 3, 2001. The exhibits which are denominated by an (e.) were previously filed as a part of a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC
on December 28, 2001, File No. 333-76094. The exhibits which are denominated by an (f.) were previously filed as part of a Form 10-QSB/A filed on September 10, 2002. The exhibit numbers correspond to the exhibit numbers in the referenced document.
(g.) were previously filed as a part of Form 10-KSB filed with the SEC on March 30, 2003.



|ExhibitNumber |  | Description of Exhibit                                                                                                       
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|              | 
|a.3.1         |  | Amended and Restated Articles of Incorporation.                                                                              
|              | 
|a.3.2         |  | Bylaws.                                                                                                                      
|              | 
|3.3           |  | Amendment to Articles of Incorporation changing the corporate name filed as an exhibit to Form 8-K filed on October 29,
2001.
|              | 
|3.4           |  | Amendment to Articles of Incorporation changing the corporate name filed as an exhibit to Form 8-K filed on May 10,
2002.    
|              | 
|b.4.1         |  | Specimen Common Stock Certificate.                                                                                           
|              | 
|b.4.3         |  | Form of Stock Purchase Warrant1999 Offering.                                                                                
|              | 
|e.4.4         |  | Form of Stock Purchase Warrant2002 Offering.                                                                                
|              | 
|b.10.1        |  | Employment Agreement of Michael L. McMullan, dated as of April 28, 1999.                                                     
|              | 
|c.10.1.1      |  | Amendment to Employment Agreement of Michael L. McMullan dated August 24, 1999.                                              



18



---

|ExhibitNumber |  | Description of Exhibit                                                                                       
|------------- |  | -------------------------------------------------------------------------------------------------------------
|              | 
|f.10.1.2      |  | Amendment to Employment Agreement of Michael L. McMullan dated July 30, 2001.                                
|              | 
|f.10.1.3      |  | Amendment to Employment Agreement of Michael L. McMullan dated August 30, 2002.                              
|              | 
|c.10.4        |  | 1999 Stock Option Plan.                                                                                      
|              | 
|c.10.5        |  | Form of Incentive Stock Option Agreement.                                                                    
|              | 
|d.10.6        |  | Employment Agreement of Craig Sherman, dated as of May 3, 1999.                                              
|              | 
|f.10.6.1      |  | Amendment to Employment Agreement of Craig Sherman, dated as of July 30, 2001.                               
|              | 
|d.10.7        |  | Employment Agreement of Thomas M. Whelan, dated as of April 28, 1999.                                        
|              | 
|f.10.7.1      |  | Amendment to Employment Agreement of Thomas M. Whelan, dated as of July 30, 2001.                            
|              | 
|f.10.8        |  | Employment Agreement of John B. James, dated as of October 1, 2001.                                          
|              | 
|f.10.9        |  | Lease between Citizens Reserve, LLC and Citizens National Bank of Southwest Florida.                         
|              | 
|f.10.10       |  | Lease between Citizens Reserve, LLC and Citizens National Bank of Southwest Florida.                         
|              | 
|g.10.11       |  | Employment Agreement of Martin P. Mahan, dated as of September 16, 2002.                                     
|              | 
|10.12         |  | Employee Severance Agreement of Terry E. Best, dated as of March 31, 2003.                                   
|              | 
|10.13         |  | Employee Severance Agreement of John S. Chaperon, dated as of March 1, 2003.                                 
|              | 
|21.1          |  | Subsidiaries of the Registrant.                                                                              
|              | 
|31.1          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002President and Chief Executive
Officer
|              | 
|31.2          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Chief Financial Officer              
|              | 
|32.1          |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002President and Chief Executive
Officer
|              | 
|32.2          |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Chief Financial Officer              



(b)  REPORTS
ON FORM 8-K



In the fiscal quarter ended June 30, 2003, the
Company filed the following Form 8-Ks:



|Date           |  | Subject                                                                                                    
|-------------- |  | -----------------------------------------------------------------------------------------------------------
|               | 
|April 4, 2003  |  | Press release concerning election of Earl L. Frye as Chairman of the Board and Joe B. Cox as Vice
Chairman.
|               | 
|April 29, 2003 |  | Press release announcing the Companys results of operations for the fiscal quarter ended March 31,
2003.  
|               | 
|May 12, 2003   |  | Report to shareholders concerning results of operations for the fiscal quarter ended March 31, 2003.       



19



---

SIGNATURES



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



|                        |  | BANCSHARES OF FLORIDA, INC.
|----------------------- |  | ---------------------------
|Dated:  August 13, 2003 |  | By:                        
|                        |  |                            
|                        |  |                            
|Dated:  August 13, 2003 |  | By:                        
|                        |  |                            



20