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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 Quarterly Period End June 30,2002

Commission File Number: 333-74997

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

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| | FloridaState or other jurisdiction ofIncorporation or organization) |  | 59-3535315(I.R.S. EmployerIdentification No.) | 
| | ------------------------------------------------------------------- |  | --------------------------------------------- | 

| | 3411 Tamiami Trail North, Suite 200, Naples, Florida(Address of principal executive offices) |  | 34103(Zip Code) | 
| | -------------------------------------------------------------------------------------------- |  | --------------- | 

Issuers telephone number: 941-643-4646

Not applicable(Former name, former address and former
fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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

| | Common Stock, $0.01 per value Class |  | 1,994,040 Outstanding as of August 12, 2002 | 
| | ----------------------------------- |  | ------------------------------------------- | 

Transitional Small Business Disclosure Format: Yes o No x

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CONSOLIDATED BALANCE SHEETS

BANCSHARES OF FLORIDA, INC. AND
SUBSIDIARIES

For the periods ended June 30, 2002 and December 31, 2001

|                                                                                                                                                |  | June 30,2002 |            | December 31,2001 |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | ---------------- | -
|                                                                                                                                                |  |              |            |                  |  
|                                                                                                                                                |  | (Unaudited)  |            |                  |  
|ASSETS                                                                                                                                          |  |              |            |                  |  
|Cash and due from banks                                                                                                                         |  | $            | 3,409,354  |                  | $
|Federal funds sold                                                                                                                              |  |              | 2,490,000  |                  |  
|                                                                                                                                                |  |              |            |                  |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                                                 |  |              | 5,899,354  |                  |  
|                                                                                                                                                |  |              |            |                  |  
|Interest-bearing deposits in banks                                                                                                              |  |              | 4,229,030  |                  |  
|Securities available for sale                                                                                                                   |  |              | 575,760    |                  |  
|                                                                                                                                                |  |              |            |                  |  
|                                                                                                                                                |  |              | 0          |                  |  
|                                                                                                                                                |  |              |            |                  |  
|Loans                                                                                                                                           |  |              | 79,501,455 |                  |  
|Less:                                                                                                                                           |  |              |            |                  |  
|Allowance for loan losses                                                                                                                       |  |              | (678,245   | )                |  
|Unearned income and deferred loan fees                                                                                                          |  |              | (44,313    | )                |  
|                                                                                                                                                |  |              |            |                  |  
|NET LOANS                                                                                                                                       |  |              | 78,778,897 |                  |  
|                                                                                                                                                |  |              |            |                  |  
|Restricted securities, Federal Home Loan Bank                                                                                                   |  |              |            |                  |  
|Federal Reserve Bank stock, at cost                                                                                                             |  |              | 531,100    |                  |  
|Premises and equipment                                                                                                                          |  |              | 4,358,868  |                  |  
|Accrued interest receivable                                                                                                                     |  |              | 364,707    |                  |  
|Other assets                                                                                                                                    |  |              | 146,380    |                  |  
|                                                                                                                                                |  |              |            |                  |  
|TOTAL ASSETS                                                                                                                                    |  | $            | 94,884,096 |                  | $
|                                                                                                                                                |  |              |            |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                            |  |              |            |                  |  
|Deposits                                                                                                                                        |  | $            | 78,873,476 |                  | $
|Other borrowings                                                                                                                                |  |              | 0          |                  |  
|Accrued interest payable                                                                                                                        |  |              | 4,846      |                  |  
|Accrued expenses and other liabilities                                                                                                          |  |              | 75,495     |                  |  
|                                                                                                                                                |  |              |            |                  |  
|TOTAL LIABILITIES                                                                                                                               |  |              | 78,953,817 |                  |  
|                                                                                                                                                |  |              |            |                  |  
|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, 1,994,049 and       1,165,370 shares issued and outstanding, respectively |  |              | 19,941     |                  |  
|Additional paid-in capital                                                                                                                      |  |              | 19,828,203 |                  |  
|Accumulated deficit                                                                                                                             |  |              | (3,917,865 | )                |  
|                                                                                                                                                |  |              |            |                  |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                      |  |              | 15,930,279 |                  |  
|                                                                                                                                                |  |              |            |                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                      |  | $            | 94,884,096 |                  | $
|                                                                                                                                                |  |              |            |                  |  



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CONSOLIDATED STATEMENTS OF OPERATIONS

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

|                                                    |  | (Unaudited)                 |          
|--------------------------------------------------- |  | --------------------------- | ---------
|                                                    |  | Three months ended June 30, |          
|                                                    |  |                             |          
|                                                    |  | 2002                        |          
|                                                    |  |                             |          
|INTEREST INCOME                                     |  |                             |          
|Interest and fees on loans                          |  | $                           | 1,368,199
|Interest on securities and other                    |  |                             | 26,941   
|Interest on federal funds sold                      |  |                             | 22,185   
|                                                    |  |                             |          
|TOTAL INTEREST INCOME                               |  |                             | 1,417,325
|                                                    |  |                             |          
|INTEREST EXPENSE                                    |  |                             |          
|Interest on deposits                                |  |                             | 544,029  
|Interest on other borrowings                        |  |                             | 0        
|                                                    |  |                             |          
|TOTAL INTEREST EXPENSE                              |  |                             | 544,029  
|                                                    |  |                             |          
|NET INTEREST INCOME                                 |  |                             | 873,296  
|PROVISION FOR LOAN LOSSES                           |  |                             | 34,222   
|                                                    |  |                             |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                             | 839,074  
|NON-INTEREST INCOME                                 |  |                             |          
|Service charges, commissions and fees               |  |                             | 124,121  
|                                                    |  |                             |          
|                                                    |  |                             | 963,195  
|                                                    |  |                             |          
|NON-INTEREST EXPENSES                               |  |                             |          
|Salaries and employee benefits                      |  |                             | 756,311  
|Occupancy expenses                                  |  |                             | 129,634  
|Equipment rental, depreciation and maintenance      |  |                             | 81,644   
|General operating                                   |  |                             | 357,985  
|                                                    |  |                             |          
|TOTAL NON-INTEREST EXPENSES                         |  |                             | 1,325,574
|                                                    |  |                             |          
|LOSS BEFORE INCOME TAXES                            |  |                             | (362,379 
|INCOME TAXES                                        |  |                             | 0        
|                                                    |  |                             |          
|NET LOSS                                            |  | $                           | (362,379 
|                                                    |  |                             |          
|LOSS PER SHARE                                      |  | $                           | (0.21    
|                                                    |  |                             |          
|WEIGHTED AVERAGE SHARES OUTSTANDING                 |  |                             | 1,751,903
|                                                    |  |                             |          



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CONSOLIDATED STATEMENTS OF OPERATIONS

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

|                                                    |  | (Unaudited)               |          
|--------------------------------------------------- |  | ------------------------- | ---------
|                                                    |  | Six months ended June 30, |          
|                                                    |  |                           |          
|                                                    |  | 2002                      |          
|                                                    |  |                           |          
|INTEREST INCOME                                     |  |                           |          
|Interest and fees on loans                          |  | $                         | 2,629,379
|Interest on securities and other                    |  |                           | 35,338   
|Interest on federal funds sold                      |  |                           | 40,629   
|                                                    |  |                           |          
|TOTAL INTEREST INCOME                               |  |                           | 2,705,346
|                                                    |  |                           |          
|INTEREST EXPENSE                                    |  |                           |          
|Interest on deposits                                |  |                           | 1,070,057
|Interest on other borrowings                        |  |                           | 12,402   
|                                                    |  |                           |          
|TOTAL INTEREST EXPENSE                              |  |                           | 1,082,459
|                                                    |  |                           |          
|NET INTEREST INCOME                                 |  |                           | 1,622,887
|PROVISION FOR LOAN LOSSES                           |  |                           | 240,620  
|                                                    |  |                           |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                           | 1,382,267
|NON-INTEREST INCOME                                 |  |                           |          
|Service charges, commissions and fees               |  |                           | 235,646  
|                                                    |  |                           |          
|                                                    |  |                           | 1,617,913
|                                                    |  |                           |          
|NON-INTEREST EXPENSES                               |  |                           |          
|Salaries and employee benefits                      |  |                           | 1,417,843
|Occupancy expenses                                  |  |                           | 258,814  
|Equipment rental, depreciation and maintenance      |  |                           | 147,435  
|General operating                                   |  |                           | 671,129  
|                                                    |  |                           |          
|TOTAL NON-INTEREST EXPENSES                         |  |                           | 2,495,221
|                                                    |  |                           |          
|LOSS BEFORE INCOME TAXES                            |  |                           | (877,308 
|INCOME TAXES                                        |  |                           | 0        
|                                                    |  |                           |          
|NET LOSS                                            |  | $                         | (877,308 
|                                                    |  |                           |          
|LOSS PER SHARE                                      |  | $                         | (0.59    
|                                                    |  |                           |          
|WEIGHTED AVERAGE SHARES OUTSTANDING                 |  |                           | 1,487,024
|                                                    |  |                           |          



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CONSOLIDATED STATEMENTS OF CASH FLOWS

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

|                                                                            |  | (Unaudited)               |            
|--------------------------------------------------------------------------- |  | ------------------------- | -----------
|                                                                            |  | Six months ended June 30, |            
|                                                                            |  |                           |            
|                                                                            |  | 2002                      |            
|                                                                            |  |                           |            
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                           |            
|Net loss                                                                    |  | $                         | (877,308   
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |            
|Depreciation and amortization                                               |  |                           | 106,252    
|Provision for loan losses                                                   |  |                           | 240,620    
|Accretion of deferred loan fees and discounts                               |  |                           | (12,278    
|Increase in accrued interest receivable                                     |  |                           | (22,387    
|(Increase) decrease in other assets                                         |  |                           | 8,447      
|Increase (decrease) in accrued interest payable                             |  |                           | 156        
|Increase (decrease) in accrued expenses and other liabilities               |  |                           | (203,257   
|Total adjustments                                                           |  |                           | 117,553    
|                                                                            |  |                           |            
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                           | (759,755   
|                                                                            |  |                           |            
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                           |            
|Net (increase) decrease in interest-bearing deposits in banks               |  |                           | (4,229,030 
|Net increase in loans                                                       |  |                           | (11,159,684
|Purchase of securities available for sale                                   |  |                           | (500,000   
|Proceeds from (purchases of) securities held to maturity                    |  |                           | 0          
|Purchase of restricted securities                                           |  |                           | (40,100    
|Purchase of premises and equipment                                          |  |                           | (2,286,940 
|                                                                            |  |                           |            
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                           | (18,215,754
|                                                                            |  |                           |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                           |            
|Net increase in deposits                                                    |  |                           | 14,585,901 
|Borrowings on (repayment of) short-term notes                               |  |                           | (4,000,000 
|Net proceeds from issuance of common stock                                  |  |                           | 8,286,790  
|                                                                            |  |                           |            
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                           | 18,872,691 
|                                                                            |  |                           |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        |  |                           | (102,818   
|CASH AND CASH EQUIVALENTS                                                   |  |                           |            
|Beginning of period                                                         |  |                           | 6,001,930  
|                                                                            |  |                           |            
|End of period                                                               |  | $                         | 5,899,354  
|                                                                            |  |                           |            
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                            |  |                           |            
|Cash paid during the year for:                                              |  |                           |            
|Interest                                                                    |  | $                         | 1,082,303  
|                                                                            |  |                           |            



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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSIX MONTHS ENDED JUNE 30, 2002

NOTE A  ORGANIZATION AND BASIS OF PRESENTATION

Organization:

Bancshares of Florida was incorporated as Citizens Bancshares of Southwest Florida,
Inc. (Bancshares) in Florida in September 1998 to serve as a holding company for Citizens National Bank of Southwest Florida (the Bank or Citizens National Bank), a national banking association then in
organization. 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, Citizens Bancshares had received
subscriptions to purchase common stock in an amount in excess of the required minimum, and on August 24, 19 99, Citizens National Bank commenced operations at its office located at 3401 Tamiami Trail North in Naples, Florida.

On April 18, 2000, Citizens Capital Management was incorporated under the laws of the State of Florida as a wholly-owned subsidiary of Citizens National
Bank of Southwest Florida. Citizens Capital Management applied to the Office of the Comptroller of Currency and was approved to engage in fiduciary services and estate planning consultation on August 23, 2000. Citizens Capital Management offers
investment management, trust administration, estate planning, and financial planning services. On May 28, 2002, Citizens Capital Management changed its corporate name to Florida Trust Company, Inc.

On December 3, 2001, the Company filed an Application for Authority to Organize a Bank with the Florida Department of Banking and Finance for a new state bank to be named
Bank of Florida and to be located in Fort Lauderdale, Florida. Bank of Florida opened for business on July 16, 2002.

Throughout this
report, Bancshares of Florida, the Bank, Florida Trust Company and Bank of Florida are collectively referred to as the Company.

Basis of Presentation:

The accompanying unaudited consolidated financial statements include the accounts of the Company. All inter-Company accounts and transactions have been eliminated in
consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and with instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary have been made for the fair presentation of the Companys consolidated financial position and results of operations.
Operating results for the six-month period ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002.



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

MANAGEMENTS DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS(For the Six Months Ended, June 30, 2002 and 2001)

General













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Results of Operations

Overview

















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Average
Balances, Income and Expenses, and Rates







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Average Balances, Income and Expenses, and Rates(dollars in thousands)

|                                                                           |  | For the Six Months Ended June 30, |       
|-------------------------------------------------------------------------- |  | --------------------------------- | ------
|                                                                           |  |                                   |       
|                                                                           |  | 2002                              |       
|                                                                           |  |                                   |       
|                                                                           |  | AverageBalance                    |       
|                                                                           |  |                                   |       
|Earning assets:                                                            |  |                                   |       
|Interest earning deposits                                                  |  | $                                 | 1,933 
|Securities                                                                 |  |                                   | 583   
|Federal funds sold                                                         |  |                                   | 4,926 
|Loans                                                                      |  |                                   | 74,020
|                                                                           |  |                                   |       
|Total earning assets                                                       |  |                                   | 81,461
|                                                                           |  |                                   |       
|Non-earning assets                                                         |  |                                   | 6,222 
|                                                                           |  |                                   |       
|Total Assets                                                               |  | $                                 | 87,683
|                                                                           |  |                                   |       
|Interest-bearing liabilities:                                              |  |                                   |       
|NOW and money market                                                       |  | $                                 | 14,102
|Savings                                                                    |  |                                   | 806   
|Time deposits                                                              |  |                                   | 48,978
|Other borrowings                                                           |  |                                   | 1,229 
|                                                                           |  |                                   |       
|                                                                           |  |                                   |       
|Total interest-bearing liabilities                                         |  |                                   | 65,115
|                                                                           |  |                                   |       
|Non interest-bearing liabilities                                           |  |                                   | 15,404
|Stockholders equity                                                       |  |                                   | 7,165 
|                                                                           |  |                                   |       
|Total liabilities and equity                                               |  | $                                 | 87,683
|                                                                           |  |                                   |       
|Net interest income before provision                                       |  |                                   |       
|                                                                           |  |                                   |       
|Interest-rate spread                                                       |  |                                   |       
|                                                                           |  |                                   |       
|Net interest margin                                                        |  |                                   |       
|                                                                           |  |                                   |       
|Ratio of average earning assets to average    interest-bearing liabilities |  |                                   | 125.1 
|                                                                           |  |                                   |       



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Comparison of Results of Operations for the Six Months Ended June 30, 2002

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.



Provision and Allowance For Credit Losses. We have
developed policies and procedures for evaluating the overall quality of our credit portfolio and the timely identification of potential problem loans. Managements judgement as to the adequacy of the allowance is based upon a number of
assumptions about future events that it believes to be reasonable, but which may or may not be valid. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for credit losses or that additional increases in
the credit loss allowance will not be required.





|                             |  | Six Months EndedJune 30, 2002 |          | Twelve Months EndedDecember 31, 2001 | 
|---------------------------- |  | ----------------------------- | -------- | ------------------------------------ | 
|                             |  |                               |          |                                      | 
|Balance, beginning of period |  |                               | $494,205 |                                      | 
|Recoveries                   |  |                               | 0        |                                      | 
|Charge-offs                  |  |                               | (56,580) |                                      | 
|Charged to operations        |  |                               | 240,620  |                                      | 
|Balance, end of period       |  |                               | 678,245  |                                      | 



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Non-interest Income and Expense

Non-interest Income.Our primary sources of non-interest income include 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.



Non-interest Expense.As Citizens National Bank and Florida Trust Company continued to grow and we
incurred expenses related to the organization of Bank of Florida in Fort Lauderdale, total non-interest expense increased by $1,142,298 during the six months ended June 30, 2002, as compared to the same period in 2001. Some 55.0% of this increase,
or $628,637 was related to start-up costs for Bank of Florida. For the first six months of 2002, this increase involved increases in salary and benefits of $622,347 that resulted from the addition of staff due to continued growth and provided normal
salary and benefit increases. Occupancy and equipment related expenses increased $175,068 in the first six months of 2002, as compared to the same period in 2001. The organization of Bank of Florida occupancy and equipment expenses totaled $144,285
in the first six months of 2002 or 82.4% of the total increase.

Comparison of Results of Operations for the Three Months Ended June 30, 2002

Net Interest
Income.Net interest income was $873,296 for the three months ended June 30, 2002, as compared to $564,094 for the three months ended June 30, 2001. The increase was directly related to significant increase in loan volume of 58.0%
(approximately $29.2 million) between the periods. Net interest spread, the difference between the yield on earning assets and the rate paid on interest-bearing liabilities was 3.34% for the three months ended June 30, 2002, as compared to 3.21% for
the three months ended June 30, 2001.

Noninterest Income and Expense

Noninterest Income.Total noninterest income increased by $48,260 during the
three months ended June 30, 2002, as compared to the same period in 2001, reflecting increased activity fees related to increases in deposit and loan balances. Fees and service charges were $124,121 for the three months ended June 30, 2002, as
compared to $75,861 for the comparable period in 2001.

Noninterest Expense.Total noninterest expense increased by $624,158 during the three months ended June 30, 2002, as compared to the same
period in 2001, as a result of Citizens Bancshares continued strong growth. This 89.0% increase reflected increased personnel expenses related to additions in loan production, Florida Trust Company staffing components, as well as
organizational costs for Bank of Florida. Noninterest expenses



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related to Bank of Florida totaled $334,747 during the second quarter of 2002, or 53.6% of the total noninterest expense increase when compared to the second quarter of 2001.

Financial Condition







|                                                |  | Six Months EndedJune 30, 2002 |        | Year EndedDec 31, 2002 | 
|----------------------------------------------- |  | ----------------------------- | ------ | ---------------------- | 
|                                                |  |                               |        |                        | 
|Return on average assets                        |  |                               | (2.00  | )%                     | 
|Return on average equity                        |  |                               | (24.49 | )%                     | 
|Interest-rate spread during the period          |  |                               | 3.33   | %                      | 
|Net interest margin                             |  |                               | 3.71   | %                      | 
|Allowance for credit losses to period end loans |  |                               | 0.85   | %                      | 
|Net charge-offs to average loans                |  |                               | 0.08   | %                      | 
|Nonperforming assets to period end total assets |  |                               | 0.21   | %                      | 
|Average Equity to Average Assets ratio          |  |                               | 8.17   | %                      | 

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 $6.9 million in the first six months of 2002, as compared to $8.8 million in the same period of
2001. At June 30, 2002, and December 31, 2001, short-term investments totaled $6.7 million and $2.8



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million, respectively. These funds are a source of our liquidity and are generally invested in an earning capacity on an overnight basis.



Deposits and Other Sources of Funds. In addition to deposits, the sources of funds available for lending and other business purposes include loan repayments,
loan sales, and borrowings from the Federal Home Loan Bank. 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 $78.9 million at June 30, 2002, and $64.3
million at December 31, 2001. Most of the $14.6 million increase in deposits since December 31, 2001, was attributable to continued growth in certificates of deposit. The funding requirements for loans have continued to grow in the first six months
of 2002, from 2001 levels. Loans have increased $11.1 million during the period from December 31, 2001, to June 30, 2002. As noted, we have also experienced strong growth in non-interest deposits as management continued 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%. The Federal Reserve grants an exemption from these requirements for bank holding companies with less than $150 million in consolidated assets, therefore our capital is currently measured only at our
subsidiary banks level. 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 cap ital. The regulatory minimum requirements are 4% for Tier 1 and 8% for total risk-based capital.



|                                         |  | Actual |       | Minimum (1) |  | Well-Capitalized (2) |  
|---------------------------------------- |  | ------ | ----- | ----------- |  | -------------------- | -
|                                         |  |        |       |             |  |                      |  
|                                         |  | Amount |       | %           |  | Amount               |  
|                                         |  |        |       |             |  |                      |  
|Total Capital (to Risk-Weighted Assets)  |  | $      | 7,547 |             |  | 10.14                | %
|Tier 1 Capital (to Risk-Weighted Assets) |  | $      | 6,869 |             |  | 9.23                 | %
|Tier 1 Capital (to Average Assets)       |  | $      | 6,869 |             |  | 7.43                 | %

______________

| | (1) |  | The minimum required for adequately capitalized purposes.
| | --- |  | ---------------------------------------------------------

| | (2) |  | To be well-capitalized under the FDICs Prompt Corrective Action regulations.
| | --- |  | -------------------------------------------------------------------------------



---

Bancshares of Florida, Inc. is not aware of any current recommendation by any regulatory authority which, if
implemented, would have a material effect on Citizens Bancshares liquidity, capital resources or results of operations.

Cautionary Note Regarding Forward-Looking Statements

Bancshares of Florida, Inc. may, from time to time, make written or oral forward-looking statements, including statements contained in Bancshares of
Florida, Inc. filings with the Securities and Exchange Commission and its reports to stockholders. Such forward-looking statements are made based on managements belief as well as assumptions made by, and information currently available to,
management pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Bancshares of Florida, Inc. actual results may differ materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies, deposit levels, loan demand, loan collateral values, securities portfolio values and interest rate risk management; the effects of competition in the banking business from
other commercial banks, saving s and loan associations, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market mutual funds and other financial institutions operating in
Bancshares of Florida, Inc. market area and elsewhere, including institutions operating through the Internet; changes in government regulations relating to the banking industry, including regulations relating to branching and acquisitions; failure
of assumptions underlying the establishment of reserves for loan losses, including the value of collateral underlying delinquent loans, and other factors. Bancshares of Florida, Inc. cautions that such factors are not exclusive. Bancshares of
Florida, Inc. does not undertake to update any forward-looking statements that may be made from time to time by, or on behalf of, Bancshares of Florida, Inc.

PART II.  OTHER INFORMATION

|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

On April 25, 2002,
Citizens Bancshares of Southwest Florida, Inc. held its annual meeting of shareholders. At the meeting, Donald Barber, Stanley W. Hole, LaVonne Johnson, and Dr. Luc C. Mazzini were elected as Class I Directors to three year terms. Of the
725,430 shares voted, LaVonne Johnson and Donald Barber received 725,430 or 100% FOR votes, Stanley Hole received 708,430 or 97.7% FOR votes and 16,000 votes withheld.a Dr. Luc Mazzini received 705,930 or 97.3%
FOR votes and 18,500 votes withheld. The following individuals will continue to serve as Directors until their respective terms expire: Joe B. Cox, Earl L. Frye, Michael L. McMullan, Polly M. Rogers, Lorenzo Walker, John B. James and
Bernard L. Turner.

Shareholders approved an amendment to the Articles of Incorporation to change our the corporate name to Bancshares of
Florida, Inc. A total of 701,430 or 96.7% voted FOR the proposal, 22,500 voted against and 500 voted to abstain.

Shareholders
ratified the appointment of the firm Hill, Barth and King as independent auditors for the year ending December 31, 2002. A total of 721,930 or 99.5% voted FOR the proposal, 50 voted against and 2,000 voted to abstain.



---

|Item 5. | Other Information.
|------- | ------------------

On April 30, 2002, an amendment to the Companys
Articles of Incorporation was deemed effective by the Florida Department of State, Division of Corporations. This amendment changed the Companys name from Citizens Bancshares of South Florida, Inc. to Bancshares of Florida, Inc.

|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

The following exhibits are filed with the
Securities and Exchange Commission and are incorporated by reference into this Registration Statement. The exhibits which are denominated by an asterisk (*) were previously filed as a part of a Registration Statement on Form SB-2 for Citizens
Bancshares filed with the SEC on March 24, 1999, File No. 333-74997. The exhibits which are denominated by a double asterisk (**) were previously filed as apart of Amendment No. 1 to Form SB-2, filed with the SEC on May 7, 1999. The exhibits which
are denominated by a triple asterisk (***) 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 quadruple asterisk (****) were previously filed as a part of Form 8-K filed with
the SEC on October 29, 2001. The exhibits which are denominated by a (*****) were previously filed as a part of Form SB-2 filed with the SEC o n December 28, 2001. The exhibits which are denominated by a (******) were previously filed as a part of
Form 10-QSB/A-1 filed with the SEC on December 3, 2001. The exhibit which is denominated by a (*******) was previously filed as Exhibit 99.1 to a Form 8-K filed with the SEC on May 10, 2002)

| | ExhibitNumber |  | Description of Exhibit                                                                     
| | ------------- |  | -------------------------------------------------------------------------------------------
| |               |  |                                                                                            
| | *3.1          |  | Amended and Restated Articles of Incorporation of Citizens Bancshares                      
| |               |  |                                                                                            
| | *3.2          |  | Bylaws of Citizens Bancshares                                                              
| |               |  |                                                                                            
| | ****3.3       |  | Amendment to Articles of Incorporation                                                     
| |               |  |                                                                                            
| | *******3.4    |  | Articles of Amendment to Articles of Incorporation                                         
| |               |  |                                                                                            
| | **4.1         |  | Specimen Common Stock Certificate                                                          
| |               |  |                                                                                            
| | **4.3         |  | Form of Stock Purchase Warrant - 1999 Offering                                             
| |               |  |                                                                                            
| | *****4.4      |  | Form of Stock Purchase Warrant - 2002 Offering                                             
| |               |  |                                                                                            
| | **10.1        |  | Employment Agreement of Michael L. McMullan, dated as of April 28, 1999                    
| |               |  |                                                                                            
| | ***10.1.1     |  | Amendment, dated as of August 24, 1999, to the Employment  Agreement of Michael L. McMullan
| |               |  |                                                                                            
| | *10.2         |  | Agreement for the Purchase and Sale of Real Property                                       
| |               |  |                                                                                            
| | **10.3        |  | Employment Agreement of Polly M. Rogers, dated as of April 28, 1999                        
| |               |  |                                                                                            
| | ***10.3.1     |  | Amendment, dated as of August 24, 1999, to the Employment Agreement of Polly M. Rogers     
| |               |  |                                                                                            
| | ***10.4       |  | 1999 Stock Option Plan                                                                     
| |               |  |                                                                                            
| | ***10.5       |  | Form of Incentive Stock Option Agreement                                                   
| |               |  |                                                                                            
| | ******10.6    |  | Employment Agreement of Craig Sherman, dated as of May 3, 1999                             
| |               |  |                                                                                            
| | ******10.7    |  | Employment Agreement of Thomas M. Whelan, dated as of April 28, 1999                       
| |               |  |                                                                                            

(b) Reports on Form 8-K. On May 13, 2002, Bancshares filed a Form 8-K reporting the change of its corporate name
to Banschares of Florida, Inc.



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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with
Bancshares of Florida, Unc.s (Company) Quarterly Report on Form 10-QSB for the period ended June 30, 2002 (Report), each of the undersigned certify that:

| | 1. |  | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and                                                                              
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| | 2. |  | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for the period ended, June 30,
2002.

|                      |  |    
|--------------------- |  | ---
|Date: August 12, 2002 |  | By:
|                      |  |    
|                      |  |    

|                      |  |    
|--------------------- |  | ---
|Date: August 12, 2002 |  | By:
|                      |  |    
|                      |  |    

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.

|                      |  |    
|--------------------- |  | ---
|Date: August 12, 2002 |  | By:
|                      |  |    
|                      |  |    

|                      |  |    
|--------------------- |  | ---
|Date: August 12, 2002 |  | By:
|                      |  |    
|                      |  |