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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 March 31, 2003                                          
|                                                                                       
|Commission File Number 333-74997                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|BANCSHARES OF FLORIDA, INC.                                                            
|                                                                                       
|A Florida Corporation IRS Employer Identification No. 59-3535315                       
|                                                                                       
|                                                                                       
|                                                                                       
|1185 Immokalee Road Naples, Florida 34103 (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 o
|----- | ----

The number of shares outstanding of the
Registrants common stock, as of March 31, 2003: 3,979,199 shares of $.01 par value common stock.

Transitional Small Business Disclosure Format (check one)

|Yes o | No x
|----- | ----

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Exchange Act Rule12b2). 2)

|Yes o | No x
|----- | ----

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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE
SHEETS

March 31, 2003 and December 31, 2002

|                                                                                                                            |  | March 31, 2003 |             | December 31, 2002 |  
|--------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | ----------------- | -
|                                                                                                                            |  |                |             |                   |  
|                                                                                                                            |  | (unaudited)    |             |                   |  
|ASSETS                                                                                                                      |  |                |             |                   |  
|Cash and due from banks                                                                                                     |  | $              | 7,354,125   |                   | $
|Interest bearing due from other banks                                                                                       |  |                | 12,948,849  |                   |  
|Federal funds sold                                                                                                          |  |                | 7,375,000   |                   |  
|                                                                                                                            |  |                |             |                   |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                             |  |                | 27,677,974  |                   |  
|                                                                                                                            |  |                |             |                   |  
|Securities available for sale                                                                                               |  |                | 9,665,037   |                   |  
|Loans                                                                                                                       |  |                | 122,912,702 |                   |  
|Less:                                                                                                                       |  |                |             |                   |  
|Allowance for loan losses                                                                                                   |  |                | 1,193,057   |                   |  
|Unearned income and deferred loan fees                                                                                      |  |                | 25,990      |                   |  
|                                                                                                                            |  |                |             |                   |  
|NET LOANS                                                                                                                   |  |                | 121,693,655 |                   |  
|                                                                                                                            |  |                |             |                   |  
|Restricted securities, Federal Home Loan Bank and Federal Reserve Bank stock, at cost                                       |  |                | 641,950     |                   |  
|Premises and equipment                                                                                                      |  |                | 4,916,053   |                   |  
|Accrued interest receivable                                                                                                 |  |                | 620,142     |                   |  
|Other assets                                                                                                                |  |                | 614,878     |                   |  
|                                                                                                                            |  |                |             |                   |  
|TOTAL ASSETS                                                                                                                |  | $              | 165,829,689 |                   | $
|                                                                                                                            |  |                |             |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                        |  |                |             |                   |  
|Deposits                                                                                                                    |  | $              | 142,623,385 |                   | $
|Other borrowings                                                                                                            |  |                | 0           |                   |  
|Accrued interest payable                                                                                                    |  |                | 39,144      |                   |  
|Accrued expenses and other liabilities                                                                                      |  |                | 191,108     |                   |  
|                                                                                                                            |  |                |             |                   |  
|TOTAL LIABILITIES                                                                                                           |  |                | 142,853,637 |                   |  
|                                                                                                                            |  |                |             |                   |  
|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                                                                                                  |  |                | 29,707,200  |                   |  
|Accumulated deficit                                                                                                         |  |                | (6,787,638  | )                 |  
|Accumulated other comprehensive income                                                                                      |  |                | 25,698      |                   |  
|                                                                                                                            |  |                |             |                   |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                  |  |                | 22,976,052  |                   |  
|                                                                                                                            |  |                |             |                   |  
|                                                                                                                            |  | $              | 165,829,689 |                   | $
|                                                                                                                            |  |                |             |                   |  

2



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF
OPERATIONS

For the Three-Months Ended March 31, 2003 and 2002

|                                                    |  | (unaudited) Three-months ended March 31, |           
|--------------------------------------------------- |  | ---------------------------------------- | ----------
|                                                    |  |                                          |           
|                                                    |  | 2003                                     |           
|                                                    |  |                                          |           
|INTEREST INCOME                                     |  |                                          |           
|Interest and fees on loans                          |  | $                                        | 1,836,727 
|Interest on securities and other                    |  |                                          | 147,210   
|Interest on federal funds sold                      |  |                                          | 31,378    
|                                                    |  |                                          |           
|TOTAL INTEREST INCOME                               |  |                                          | 2,015,315 
|                                                    |  |                                          |           
|INTEREST EXPENSE                                    |  |                                          |           
|Interest on deposits                                |  |                                          | 820,805   
|Interest on other borrowings                        |  |                                          | 0         
|                                                    |  |                                          |           
|TOTAL INTEREST EXPENSE                              |  |                                          | 820,805   
|                                                    |  |                                          |           
|NET INTEREST INCOME                                 |  |                                          | 1,194,510 
|PROVISION FOR LOAN LOSSES                           |  |                                          | 291,673   
|                                                    |  |                                          |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                                          | 902,837   
|NON-INTEREST INCOME                                 |  |                                          |           
|Service charges, commissions and fees               |  |                                          | 148,537   
|                                                    |  |                                          |           
|                                                    |  |                                          | 1,051,374 
|                                                    |  |                                          |           
|NON-INTEREST EXPENSES                               |  |                                          |           
|Salaries and employee benefits                      |  |                                          | 1,152,727 
|Occupancy expenses                                  |  |                                          | 346,275   
|Equipment rental, depreciation and maintenance      |  |                                          | 187,219   
|General operating                                   |  |                                          | 472,483   
|                                                    |  |                                          |           
|TOTAL NON-INTEREST EXPENSES                         |  |                                          | 2,158,704 
|                                                    |  |                                          |           
|LOSS BEFORE INCOME TAXES                            |  |                                          | (1,107,330
|INCOME TAXES                                        |  |                                          | 0         
|                                                    |  |                                          |           
|NET LOSS                                            |  | $                                        | (1,107,330
|                                                    |  |                                          |           
|LOSS PER SHARE                                      |  | $                                        | (0.43     
|                                                    |  |                                          |           
|WEIGHTED AVERAGE SHARES OUTSTANDING                 |  |                                          | 2,549,199 
|                                                    |  |                                          |           

3



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH
FLOWS

For the Three-Months Ended March 31, 2003 and 2002

|                                                                            |  | (unaudited) Three-months ended March 31, |            
|--------------------------------------------------------------------------- |  | ---------------------------------------- | -----------
|                                                                            |  |                                          |            
|                                                                            |  | 2003                                     |            
|                                                                            |  |                                          |            
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                          |            
|Net loss                                                                    |  | $                                        | (1,107,330 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                          |            
|Depreciation and amortization                                               |  |                                          | 163,720    
|Provision for loan losses                                                   |  |                                          | 291,673    
|Accretion of deferred loan fees and discounts                               |  |                                          | 7,195      
|Increase in accrued interest receivable                                     |  |                                          | (146,520   
|Increase in other assets                                                    |  |                                          | (268,054   
|Increase in accrued interest payable                                        |  |                                          | 12,419     
|Increase (decrease) in accrued expenses and other liabilities               |  |                                          | 3,708      
|                                                                            |  |                                          |            
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                                          | (1,043,189 
|                                                                            |  |                                          |            
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                          |            
|Net increase in interest-bearing deposits in banks                          |  |                                          | 0          
|Net increase in loans                                                       |  |                                          | (17,046,792
|Purchase of securities available for sale                                   |  |                                          | (2,973,881 
|Purchase of restricted securities                                           |  |                                          | (180,900   
|Purchase of premises and equipment                                          |  |                                          | (42,284    
|                                                                            |  |                                          |            
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                                          | (20,243,857
|                                                                            |  |                                          |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                          |            
|Net increase in deposits                                                    |  |                                          | 13,291,805 
|Repayment of short-term notes                                               |  |                                          | 0          
|Net proceeds from issuance of common stock                                  |  |                                          | 9,300,000  
|                                                                            |  |                                          |            
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                                          | 22,591,805 
|                                                                            |  |                                          |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        |  |                                          | 1,304,759  
|CASH AND CASH EQUIVALENTS                                                   |  |                                          |            
|Beginning of period                                                         |  |                                          | 26,373,215 
|                                                                            |  |                                          |            
|End of period                                                               |  | $                                        | 27,677,974 
|                                                                            |  |                                          |            
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                            |  |                                          |            
|Cash paid during the year for:                                              |  |                                          |            
|Interest                                                                    |  | $                                        | 808,386    
|                                                                            |  |                                          |            
|Noncash Transactions:                                                       |  |                                          |            
|Unrealized increase in fair value on securities available for sale          |  | $                                        | 32,901     
|                                                                            |  |                                          |            

4



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

THREE-MONTHS ENDED March 31, 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 Citizens National Bank of Southwest Florida (Citizens National Bank), 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 Citizens National Bank. 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, Citizens National Bank commenced operations at its office located at 3401 Tamiami Trail North in Naples, Florida.

Citizens National Bank of Southwest Florida is a full service commercial bank. The bank 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, Citizens National Bank 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.  On April 7, 2003 Citizens National Bank will have changed its name to Bank of Florida N.A.

On April 18, 2000, Florida
Trust Company was incorporated under the laws of the State of Florida as a wholly-owned subsidiary of Citizens National. 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 Citizens
National.  Florida Trust Company will continue its operations 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. (Citizens National Bank 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.

5



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Effective December 15, 2002, the bank 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:

|                                                                                                                                            |  | Three Month Period Ending March 31, |           
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----------
|                                                                                                                                            |  |                                     |           
|                                                                                                                                            |  | 2003                                |           
|                                                                                                                                            |  |                                     |           
|Net Income(Loss) :                                                                                                                          |  |                                     |           
|As reported                                                                                                                                 |  | $                                   | (1,107,330
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all
awards, net of related tax effects |  |                                     | 13,152    
|                                                                                                                                            |  |                                     |           
|Pro forma                                                                                                                                   |  | $                                   | (1,120,482
|                                                                                                                                            |  |                                     |           
|Net Loss Per Share:                                                                                                                         |  |                                     |           
|Basic and diluted                                                                                                                           |  |                                     |           
|As reported                                                                                                                                 |  | $                                   | (0.43     
|Pro forma                                                                                                                                   |  | $                                   | (0.44     

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

For The Three Months Ended March 31, 2003 Compared to The Three Months Ended March 31, 2002

Financial
Condition

The net loss for the three month ended March 31, 2003 totaled $1,107,330 or $0.43 per, share as the Company continued to
grow its asset base in order to cover fixed costs of operations and to expand wealth management services. This loss during the current period compares to a net loss of $514,929 or $0.42 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 $535,693.

The Company continued to experience growth in assets, loans and deposits. Total assets, as of March 31, 2003, were $165,830,000 up $21,295,000 or 14.7% during the
quarter and an increase of $78,745,000 or 90.4% compared to the same date a year ago.  Gross loans, as of March 31, 2003, were $122,913,000 up $17,024,000 or 16.1% during the quarter and an increase of $46,306,000 or 60.4% compared to the same
date a year ago. Deposits of $142,623,000 were up $13,296,000 or 10.3% for the quarter and up $66,555,000 or 87.5% compared to the same date a year ago.

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.

6



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Net interest income before provision for loan losses totaled $1,194,510 for the three months ended March 31, 2003
compared with $749,591 for the same period a year ago.  The annualized net interest margin was 2.80% for the first quarter of 2003 compared with 3.63% during the same period a year ago.  The decrease in margin during the current quarter
can be primarily attributable to the current interest rate environment and to the faster growth in average interest bearing deposits than in higher yielding interest earning assets during the earlier part of the current quarter.  Provisions for
loan losses were $291,673 and $206,398 for the three months ended March 31, 2003 and 2002, respectively.  The increased provision during the current three-month period can be primarily attributable to the continued growth in the loan portfolio.

While the Banks have continued to experience steady loan growth the current interest rate environment has reduced total interest
income. 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 of the later period, as compared with the earlier period. 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 in the later period, as compared with the earlier period. Changes resulting from average balance/rate variances are included in changes resulting from volume.

COMPARISON OF THE THREE-MONTH PERIODS ENDED MARCH 31, 2003 TO MARCH 31, 2002

|                              |  | Increase (Decrease) Due to Change in: |          
|----------------------------- |  | ------------------------------------- | ---------
|                              |  |                                       |          
|                              |  | Average Balance                       |          
|                              |  |                                       |          
|Interest earned on:           |  |                                       |          
|Federal Funds Sold            |  | $                                     | 32,320   
|Investments                   |  |                                       | 154,458  
|Loans                         |  |                                       | 1,002,994
|                              |  |                                       |          
|Total interest income         |  |                                       | 1,189,772
|                              |  |                                       |          
|Interest paid on:             |  |                                       |          
|Savings Deposits              |  |                                       | 392      
|Time Deposits                 |  |                                       | 380,704  
|Other Interest Bearing        |  |                                       | 117,607  
|Other Borrowings              |  |                                       | (12,402  
|                              |  |                                       |          
|Total interest expense        |  |                                       | 486,301  
|                              |  |                                       |          
|Change in net interest income |  | $                                     | 703,471  
|                              |  |                                       |          

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 during 2001 and 2002 and the resulting declines in market interest rates.

7



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

|                                                                                 |  | Three-Months Ended March 31, 2003 |        | Year Ended December 31, 2002 | 
|-------------------------------------------------------------------------------- |  | --------------------------------- | ------ | ---------------------------- | 
|                                                                                 |  |                                   |        |                              | 
|Return on average assets                                                         |  |                                   | (2.76  | )% (1)                       | 
|Return on average equity                                                         |  |                                   | (19.29 | )% (1)                       | 
|Interest-rate spread during the period                                           |  |                                   | 2.37   | % (1)                        | 
|Net interest margin                                                              |  |                                   | 2.80   | % (1)                        | 
|Net charge-offs during the period to average loans outstanding during the period |  |                                   | 0.02   | %                            | 
|Allowance for loan losses to total loans                                         |  |                                   | 0.97   | %                            | 
|Allowance for loan losses to non-performing assets                               |  |                                   | 493.05 | %                            | 
|Non-performing loans to total loans                                              |  |                                   | 0.20   | %                            | 
|Non-performing loans to total assets                                             |  |                                   | 0.15   | %                            | 
|Average equity to average assets ratio                                           |  |                                   | 14.31  | %                            | 

(1)  Annualized

Provision and Allowance for Credit Losses-   The allowance for loan losses is established based upon managements evaluation of the potential
losses in its loan portfolio. In analyzing the adequacy of the allowance, management considers its review as well as the results of independent internal and external credit reviews, changes in the composition and volume of the loan portfolio, levels
of non-performing and charged-off loans, local and national economic conditions, and other factors.

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. The allowance 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. While management uses the best information available to recognize losses on loans, future additions to
the allowance may be necessary based on changes in economic conditions.

At March 31, 2003, the allowance for credit losses amounted to
$1,193,057, or 0.97% of outstanding loans.   The allowance for credit losses totaled $906,739 and $700,705 or 0.86% and 0.92%of outstanding loans at December 31, and March 31, 2002, respectively.  The provision for credit losses was
$291,673 for the three-months ended March 31, 2003 compared to $206,398 for the same three-month period a year ago. Because of a lack of historical loss experience, the provision has been established based principally on loss histories of comparably
sized and positioned banking institutions, adjusted for current economic and demographic conditions. The provision 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 three-month periods ended March 31, 2003 and 2002.

|                                           |  | 2003 |           | 2002 |  
|------------------------------------------ |  | ---- | --------- | ---- | -
|                                           |  |      |           |      |  
|Balance at beginning of period             |  | $    | 906,739   |      | $
|Charge-offs:                               |  |      | 5,365     |      |  
|Recoveries:                                |  |      | 10        |      |  
|Provision for losses charged to operations |  |      | 291,673   |      |  
|                                           |  |      |           |      |  
|Balance at end of period                   |  | $    | 1,193,057 |      | $
|                                           |  |      |           |      |  

8



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Non-interest Income- Our primary sources of non-interest 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 non-interest income include debit card, ATM card, check printing, safe deposit, wire transfer and official check
fees.

For the three-months ended March 31, 2003 and 2002 total non-interest income was $148,537 and $111,525 respectively. A larger
deposit base as well as an increase in assets under advisement drove the increase during the current three-month period reflecting an increase in service charges related to deposit accounts and activity fees related to Florida Trust
Company.

Non-Interest Expense -Non-interest expense totaled $2,158,704 for the three months ended March 31, 2003 compared to
$1,169,647 during the same three-month period a year ago.   Approximately 40% of this increase, or $392,000 was attributable to the increase in operating costs during the first three months of 2003 over organizational cost during the same
period 2002 for Bank of Florida which began operations in July 2002.   Excluding Bank of Florida, the increase in 2002 also included increases in salary and benefits of $334,894 or 81% that resulted from the addition of staff due to;
continued growth, staffing for the companys new main office/branch, which opened in August 2002 and normal salary and benefit increases. The addition of the two new office locations during the third quarter of 2002 increased occupancy and
equipment related expenses from $128,001 for the three months ended March 31, 2002 to 533,494 during the three-month ended March 31, 2003.  Excluding the Bank of Florida organizational charges of $293,891, during the first quarter of 2002,
other general operating expenses reflected similar increases due to the Companys growth.

9



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Average Balances, Income and Expenses, and Rates

The
following table represents, 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 March 31, |            
|-------------------------------------------------------------------------------- |  | ------------------------------------ | -----------
|                                                                                 |  |                                      |            
|                                                                                 |  | 2003                                 |            
|                                                                                 |  |                                      |            
|                                                                                 |  | Average Balance                      |            
|                                                                                 |  |                                      |            
|Assets:                                                                          |  |                                      |            
|Earning Assets:                                                                  |  |                                      |            
|Interest Earning Deposits                                                        |  | $                                    | 12,826,736 
|Securities                                                                       |  |                                      | 8,155,084  
|Federal Funds Sold                                                               |  |                                      | 10,664,223 
|Loans                                                                            |  |                                      | 109,687,147
|                                                                                 |  |                                      |            
|Total Interest-Earning assets                                                    |  |                                      | 141,333,190
|Non Interest-earning assets                                                      |  |                                      | 19,064,098 
|                                                                                 |  |                                      |            
|Total Assets                                                                     |  | $                                    | 160,397,288
|                                                                                 |  |                                      |            
|Liabilities:                                                                     |  |                                      |            
|Interest-bearing liabilities:                                                    |  |                                      |            
|NOW & Money Market                                                               |  | $                                    | 54,071,660 
|Savings                                                                          |  |                                      | 1,158,369  
|Time Deposit                                                                     |  |                                      | 64,173,784 
|Other Borrowings                                                                 |  |                                      |           
|                                                                                 |  |                                      |            
|Total interest-bearing liabilities                                               |  | $                                    | 119,403,813
|Non-interest bearing liabilities                                                 |  |                                      | 18,038,742 
|Stockholders Equity                                                             |  |                                      | 22,954,733 
|                                                                                 |  |                                      |            
|Total Liabilities & Stockholders Equity                                         |  | $                                    | 160,397,288
|                                                                                 |  |                                      |            
|                                                                                 |  |                                      |            
|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.                                                        

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Liquidity and Capital Resources

Liquidity
Management- Liquidity management involves monitoring our sources and uses of funds in order to meet its 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 the investment portfolio is very predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less
predictable and are not subject to the same degree of control.  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 $23.5 million in the first three months of 2003, as compared to $4.7 million during the same period of 2002. At March 31, 2003 and December 31, 2002, short-term investments totaled $20.3
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.

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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 and contributions from Bancshares. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows
are influenced significantly by 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 $142.6 million at March 31, 2003, and $129.3 million at December 31, 2002.  The funding requirements for loans have continued to
grow in the first three-months of 2003, from 2002 levels.  Total loans have increased $17.0 million during the period from December 31, 2002, to March 31, 2003.  Non-interest deposits represented 12.4% of average total deposits during the
three-months ended March 31, 2003 management continues a conscious effort to attract deposits from commercial relationships. Management anticipates that a stable base of deposits will be our 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.

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 |    |        | 
|---------------------- |  | ------------------------------- | -- | ------ | 
|                       |  |                                 |    |        | 
|                       |  | Total                           |    | Tier 1 | 
|                       |  |                                 |    |        | 
|Well capitalized       |  |                                 | 10 | %      | 
|Adequately capitalized |  |                                 | 8  | %      | 
|Undercapitalized       |  |                                 | 6  | %      | 

The Company was
considered well capitalized as of March 31, 2003.

Management is not aware of any events or circumstances that have occurred since March
31, 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, which is known as the leverage ratio. The minimum requirement for the 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 Citizens National exceeded their minimum regulatory capital ratios as of March 31, 2003.

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The following table reflects the actual capital levels and minimum required levels at March 31, 2003. (dollars in thousands):

|                                         |  | Actual |        | Minimum Required For Capital Adequacy Purposes |  | Minimum Required To Be Well Capitalized Under Prompt Corrective Action Regulations
|---------------------------------------- |  | ------ | ------ | ---------------------------------------------- |  | ----------------------------------------------------------------------------------
|                                         |  |        |        |                                                |  |                                                                                   
|                                         |  | Amount |        | Ratio                                          |  | Amount                                                                            
|                                         |  |        |        |                                                |  |                                                                                   
|Total capital (to risk weighted assets)  |  |        |        |                                                |  |                                                                                   
|Consolidated                             |  | $      | 24,148 |                                                |  | 20.15                                                                             
|Citizens National Bank                   |  | $      | 10,642 |                                                |  | 11.71                                                                             
|Bank of Florida                          |  | $      | 6,731  |                                                |  | 24.40                                                                             
|Tier 1 capital (to risk weighted assets) |  |        |        |                                                |  |                                                                                   
|Consolidated                             |  | $      | 22,955 |                                                |  | 19.16                                                                             
|Citizens National Bank                   |  | $      | 9,675  |                                                |  | 10.64                                                                             
|Bank of Florida                          |  | $      | 6,505  |                                                |  | 23.59                                                                             
|Tier 1 capital (to average assets)       |  |        |        |                                                |  |                                                                                   
|Consolidated                             |  | $      | 22,955 |                                                |  | 14.31                                                                             
|Citizens National Bank                   |  | $      | 9,675  |                                                |  | 7.87                                                                              
|Bank of Florida                          |  | $      | 6,505  |                                                |  | 19.50                                                                             

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 proceed from this offering of approximately $9,056,000 have or will be used for the acquisition of Florida Trust company by Bancshares from
Citizens National, additional Capital contributions for the Banks and Florida Trust Company and to fund future growth and liquidity needs.

SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this Annual Report on Form 10-QSB 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.

13



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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 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.

|Exhibit Number |  | Description of Exhibit
|-------------- |  | ----------------------
|               |  |                       
|a.3.1          |  |                       
|               |  |                       
|a.3.2          |  |                       
|               |  |                       
|3.3            |  |                       
|               |  |                       
|3.4            |  |                       
|               |  |                       
|b.4.1          |  |                       
|               |  |                       
|b.4.3          |  |                       
|               |  |                       
|e.4.4          |  |                       
|               |  |                       
|b.10.1         |  |                       
|               |  |                       
|c.10.1.1       |  |                       
|               |  |                       
|f.10.1.2       |  |                       

14



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|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.                
|         |  |  |                                                                                         
|21.1     |  |  | Subsidiaries of the Registrant.                                                         
|         |  |  |                                                                                         
|99.1     |  |  | Certification Pursuant to 18 U.S.C. Section 1350 - President and Chief Executive Officer
|         |  |  |                                                                                         
|99.2     |  |  | Certification Pursuant to 18 U.S.C. Section 1350 - Chief Financial Officer              

(a)  EXHIBITS

Bancshares of Florida filed no Form 8-Ks in the first quarter of 2003.

15



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SIGNATURES

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

|                       | BANCSHARES OF FLORIDA, INC.
|---------------------- | ---------------------------
|                       |                            
|Dated:  April 12, 2003 | By:                        
|                       |                            
|                       |                            
|                       |                            
|Dated:  April 12, 2003 | By:                        
|                       |                            
|                       |                            

16