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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 Ended September 30, 2002

Commission File Number: 333-74997

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BANCSHARES OF FLORIDA, INC.(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.) | 
| | ------------------------------------------------------------------- |  | --------------------------------------------- | 

| | 1185 Immokalee Road, Naples, Florida(Address of principal executive offices) |  | 34110(Zip Code) | 
| | ---------------------------------------------------------------------------- |  | --------------- | 

Issuers telephone number: 239-254-2100

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 valueClass |  | 2,079,199Outstanding as of October 31, 2002 | 
| | ---------------------------------- |  | ------------------------------------------- | 

Transitional Small Business Disclosure Format:

Yes o No x

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BANCSHARES OF FLORIDA, INC. AND SUBSIDIARYNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNINE-MONTHS
ENDED SEPTEMBER 30, 2002

NOTE A  ORGANIZATION AND BASIS OF PRESENTATION

Organization:

Citizens
Bancshares of Southwest Florida, Inc. (Citizens Bancshares) was incorporated under the laws of Florida on September 15, 1998, and changed its name to Bancshares of Florida, Inc. (Bancshares) on April 30, 2002. Bancshares was
originally incorporated to serve as a holding company for Citizens National Bank of Southwest Florida (Citizens National), a national banking association then in organization. For approximately the first eleven months following its
incorporation, the main activities of Citizens 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 3401 Tamiami Trail North in Naples, Florida. In August, 2002, Citizens National Bank relocated its main office to 1185
Immokalee Road, Naples, Florida and converted its original main office to a branch office facility.

On April 18, 2001, Citizens Capital Management, Inc. was incorporated under the laws of Florida as a
wholly-owned subsidiary of Citizens National Bank. Citizens Capital Management, Inc. was approved by the Office of the Comptroller of the Currency to engage in fiduciary services and estate planning consultation on August 23, 2001. On May 28, 2002,
Citizens Capital Management, Inc. changed its corporate name to Florida Trust Company, Inc. (Florida Trust Company). Florida Trust Company currently offers investment management, trust administration, estate planning, and financial
planning services.

Florida Trust Company filed an application for a trust company charter with the Florida Department of Banking and Finance on October 4, 2002. If that application is approved, Bancshares will
acquire Florida Trust Company from Citizens National and continue its operations as a wholly-owned subsidiary of Bancshares. At such time, Florida Trust Company will relocate its headquarters to Ft. Lauderdale, Florida and maintain a branch office
at Citizens Nationals main office in Naples, Florida.

In December 2001, Bancshares began the organizational process for Bank of Florida, a Florida-chartered commercial bank headquartered in Ft. Lauderdale,
Florida. The process was completed in July 2002, and Bank of Florida opened for business at 110 East Broward Boulevard, Ft. Lauderdale, Florida, on July 16, 2002.

Throughout this report, Bancshares, Citizens
National 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.



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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 nine-month period ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ended December 31, 2002.



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CONSOLIDATED BALANCE SHEETS

BANCSHARES OF FLORIDA, INC. AND
SUBSIDIARIES

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

|                                                                                                                                                 |  | September 30,2002 |             | December 31,2001 |  
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ----------- | ---------------- | -
|                                                                                                                                                 |  |                   |             |                  |  
|                                                                                                                                                 |  | (Unaudited)       |             |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|ASSETS                                                                                                                                           |  |                   |             |                  |  
|Cash and due from banks                                                                                                                          |  | $                 | 3,872,858   |                  | $
|Federal funds sold                                                                                                                               |  |                   | 8,062,000   |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                                                  |  |                   | 11,934,858  |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|Interest-bearing deposits in banks                                                                                                               |  |                   | 308,438     |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|Securities available for sale                                                                                                                    |  |                   | 575,760     |                  |  
|                                                                                                                                                 |  |                   | 0           |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|Loans                                                                                                                                            |  |                   | 95,576,661  |                  |  
|Less:                                                                                                                                            |  |                   |             |                  |  
|Allowance for loan losses                                                                                                                        |  |                   | (814,688    | )                |  
|Unearned income and deferred loan fees                                                                                                           |  |                   | (42,897     | )                |  
|                                                                                                                                                 |  |                   |             |                  |  
|NET LOANS                                                                                                                                        |  |                   | 94,719,076  |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|Restricted securities, Federal Home Loan Bank Federal Reserve Bank stock, at     cost                                                            |  |                   | 531,100     |                  |  
|Premises and equipment                                                                                                                           |  |                   | 4,930,135   |                  |  
|Accrued interest receivable                                                                                                                      |  |                   | 461,222     |                  |  
|Other assets                                                                                                                                     |  |                   | 286,740     |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|TOTAL ASSETS                                                                                                                                     |  | $                 | 113,747,329 |                  | $
|                                                                                                                                                 |  |                   |             |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                             |  |                   |             |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|Deposits                                                                                                                                         |  | $                 | 97,686,344  |                  | $
|Other borrowings                                                                                                                                 |  |                   | 0           |                  |  
|Accrued interest payable                                                                                                                         |  |                   | 15,361      |                  |  
|Accrued expenses and other liabilities                                                                                                           |  |                   | 80,437      |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|TOTAL LIABILITIES                                                                                                                                |  |                   | 97,782,142  |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|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,        2,079,199 and 1,165,370 shares issued and outstanding,
respectively |  |                   | 20,792      |                  |  
|Additional paid-in capital                                                                                                                       |  |                   | 20,678,852  |                  |  
|Accumulated deficit                                                                                                                              |  |                   | (4,734,457  | )                |  
|                                                                                                                                                 |  |                   |             |                  |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                       |  |                   | 15,965,187  |                  |  
|                                                                                                                                                 |  |                   |             |                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                        |  | $                 | 113,747,329 |                  | $
|                                                                                                                                                 |  |                   |             |                  |  



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CONSOLIDATED STATEMENTS OF OPERATIONS

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

|                                                    |  | (Unaudited)                  |          
|--------------------------------------------------- |  | ---------------------------- | ---------
|                                                    |  | Three months ended Sept. 30, |          
|                                                    |  |                              |          
|                                                    |  | 2002                         |          
|                                                    |  |                              |          
|INTEREST INCOME                                     |  |                              |          
|Interest and fees on loans                          |  | $                            | 1,570,072
|Interest on securities and other                    |  |                              | 21,929   
|Interest on federal funds sold                      |  |                              | 28,174   
|                                                    |  |                              |          
|TOTAL INTEREST INCOME                               |  |                              | 1,620,175
|                                                    |  |                              |          
|                                                    |  |                              |          
|INTEREST EXPENSE                                    |  |                              |          
|Interest on deposits                                |  |                              | 607,435  
|Interest on other borrowings                        |  |                              | 0        
|                                                    |  |                              |          
|TOTAL INTEREST EXPENSE                              |  |                              | 607,435  
|                                                    |  |                              |          
|                                                    |  |                              |          
|NET INTEREST INCOME                                 |  |                              | 1,012,740
|PROVISION FOR LOAN LOSSES                           |  |                              | 136,443  
|                                                    |  |                              |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                              | 876,297  
|                                                    |  |                              |          
|NON-INTEREST INCOME                                 |  |                              |          
|Service charges, commissions and fees               |  |                              | 119,849  
|                                                    |  |                              |          
|                                                    |  |                              | 996,146  
|                                                    |  |                              |          
|                                                    |  |                              |          
|NON-INTEREST EXPENSES                               |  |                              |          
|Salaries and employee benefits                      |  |                              | 950,183  
|Occupancy expenses                                  |  |                              | 235,894  
|Equipment rental, depreciation and maintenance      |  |                              | 166,588  
|General operating                                   |  |                              | 459,573  
|                                                    |  |                              |          
|TOTAL NON-INTEREST EXPENSES                         |  |                              | 1,812,238
|                                                    |  |                              |          
|LOSS BEFORE INCOME TAXES                            |  |                              | (816,092 
|                                                    |  |                              |          
|INCOME TAXES                                        |  |                              | 0        
|                                                    |  |                              |          
|NET LOSS                                            |  | $                            | (816,092 
|                                                    |  |                              |          
|                                                    |  |                              |          
|                                                    |  |                              |          
|LOSS PER SHARE                                      |  | $                            | (0.39    
|                                                    |  |                              |          
|                                                    |  |                              |          
|WEIGHTED AVERAGE SHARES OUTSTANDING                 |  |                              | 2,079,199
|                                                    |  |                              |          



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CONSOLIDATED STATEMENTS OF OPERATIONS

BANCSHARES OF FLORIDA, INC. AND
SUBSIDIARIES

|                                               |  | (Unaudited)                 |           
|---------------------------------------------- |  | --------------------------- | ----------
|                                               |  |                             |           
|                                               |  | Nine months ended Sept. 30, |           
|                                               |  |                             |           
|                                               |  | 2002                        |           
|                                               |  |                             |           
|INTEREST INCOME                                |  |                             |           
|Interest and fees on loans                     |  | $                           | 4,199,452 
|Interest on securities and other               |  |                             | 57,267    
|Interest on federal funds sold                 |  |                             | 68,803    
|                                               |  |                             |           
|TOTAL INTEREST INCOME                          |  |                             | 4,325,522 
|                                               |  |                             |           
|                                               |  |                             |           
|INTEREST EXPENSE                               |  |                             |           
|Interest on deposits                           |  |                             | 1,677,439 
|Interest on other borrowings                   |  |                             | 12,455    
|                                               |  |                             |           
|TOTAL INTEREST EXPENSE                         |  |                             | 1,689,894 
|                                               |  |                             |           
|                                               |  |                             |           
|NET INTEREST INCOME                            |  |                             | 2,635,628 
|PROVISION FOR LOAN LOSSES                      |  |                             | 377,063   
|                                               |  |                             |           
|NET INTEREST INCOME AFTER                      |  |                             |           
|PROVISION FOR LOAN LOSSES                      |  |                             | 2,258,565 
|                                               |  |                             |           
|NON-INTEREST INCOME                            |  |                             |           
|Service charges, commissions and fees          |  |                             | 355,496   
|                                               |  |                             |           
|                                               |  |                             | 2,614,061 
|                                               |  |                             |           
|                                               |  |                             |           
|NON-INTEREST EXPENSES                          |  |                             |           
|Salaries and employee benefits                 |  |                             | 2,368,026 
|Occupancy expenses                             |  |                             | 494,708   
|Equipment rental, depreciation and maintenance |  |                             | 314,024   
|General operating                              |  |                             | 1,131,203 
|                                               |  |                             |           
|TOTAL NON-INTEREST EXPENSES                    |  |                             | 4,307,961 
|                                               |  |                             |           
|LOSS BEFORE INCOME TAXES                       |  |                             | (1,693,900
|                                               |  |                             |           
|INCOME TAXES                                   |  |                             | 0         
|                                               |  |                             |           
|NET LOSS                                       |  | $                           | (1,693,900
|                                               |  |                             |           
|                                               |  |                             |           
|LOSS PER SHARE                                 |  | $                           | (1.00     
|                                               |  |                             |           
|                                               |  |                             |           
|WEIGHTED AVERAGE SHARES OUTSTANDING            |  |                             | 1,686,789 
|                                               |  |                             |           



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CONSOLIDATED STATEMENTS OF CASH FLOWS

BANCSHARES OF FLORIDA,
INC. AND SUBSIDIARIES

|                                                                            |  | (Unaudited)                     |            
|--------------------------------------------------------------------------- |  | ------------------------------- | -----------
|                                                                            |  |                                 |            
|                                                                            |  | Nine months ended September 30, |            
|                                                                            |  |                                 |            
|                                                                            |  | 2002                            |            
|                                                                            |  |                                 |            
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                 |            
|Net loss                                                                    |  | $                               | (1,693,900 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                 |            
|Depreciation and amortization                                               |  |                                 | 225,269    
|Provision for loan losses                                                   |  |                                 | 377,063    
|Accretion of deferred loan fees and discounts                               |  |                                 | (15,388    
|Net securities amortization and accretion                                   |  |                                 | 0          
|Increase in accrued interest receivable                                     |  |                                 | (118,902   
|(Increase) decrease in other assets                                         |  |                                 | (131,914   
|Increase (decrease) in accrued interest payable                             |  |                                 | 10,671     
|Increase (decrease) in accrued expenses and other liabilities               |  |                                 | (198,315   
|                                                                            |  |                                 |            
|                                                                            |  |                                 |            
|Total adjustments                                                           |  |                                 | 148,484    
|                                                                            |  |                                 |            
|                                                                            |  |                                 |            
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                                 | (1,545,416 
|                                                                            |  |                                 |            
|                                                                            |  |                                 |            
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                 |            
|                                                                            |  |                                 |            
|Net (increase) decrease in interest-bearing deposits in banks               |  |                                 | (308,438   
|Net increase in loans                                                       |  |                                 | (27,233,196
|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                                          |  |                                 | (2,976,982 
|                                                                            |  |                                 |            
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                                 | (31,058,716
|                                                                            |  |                                 |            
|                                                                            |  |                                 |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                 |            
|Net increase in deposits                                                    |  |                                 | 33,398,770 
|Borrowings on (repayment of) short-term notes                               |  |                                 | (4,000,000 
|Net proceeds from issuance of common stock                                  |  |                                 | 9,138,290  
|                                                                            |  |                                 |            
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                                 | 38,537,060 
|                                                                            |  |                                 |            
|                                                                            |  |                                 |            
|NET INCREASE (DECREASE) IN CASH AND CASH
                  EQUIVALENTS      |  |                                 | 5,932,928  
|                                                                            |  |                                 |            
|CASH AND CASH EQUIVALENTS                                                   |  |                                 |            
|Beginning of period                                                         |  |                                 | 6,001,930  
|                                                                            |  |                                 |            
|End of period                                                               |  | $                               | 11,934,858 
|                                                                            |  |                                 |            
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                            |  |                                 |            
|Cash paid during the year for:                                              |  |                                 |            
|                                                                            |  |                                 |            
|Interest                                                                    |  | $                               | 1,679,223  
|                                                                            |  |                                 |            



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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 Nine Months Ended, September 30, 2002 and 2001)

General

Bancshares was incorporated in Florida on September 15, 1998 to serve as a holding company for Citizens National, a national banking association then in organization. The holding company structure provides flexibility for
expansion of Bancshares banking business through acquisition of other financial institutions and provision of additional banking-related services which the traditional commercial bank may not provide under present laws. For example, banking
regulations require that banks maintain a minimum ratio of capital to assets. In the event that one of Bancshares subsidiarys growth is such that this minimum ratio is not maintained, Bancshares may borrow funds, subject to the capital
adequacy guidelines of the Federal Reserve Board, and contribute them to the capital of a subsidiary, and otherwise raise capital in a manner that is unavailable to its bank subsidiaries under existing banking regulations.

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. 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 commenced operations at its office located at 3401 Tamiami Trail North in Naples, Florida. In August, 2002, Citizens
National relocated its main office to 1185 Immokalee Road, Naples, Florida and converted its original main office to a branch office facility.

Citizens National is a full service commercial bank with full trust
powers. Citizens National 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 provides such consumer services as U.S. Savings Bonds, travelers checks, cashiers checks, safe
deposit boxes, bank by mail services, direct deposit and automatic teller services.

On April 18, 2001, Citizens Capital Management, Inc. was incorporated under the laws of the State of Florida as a wholly-owned
subsidiary of Citizens National. Citizens Capital Management, Inc. applied to the Office of the Comptroller of the Currency and was approved to engage in fiduciary services and estate planning consultation on August 23, 2001. On May 28, 2002,
Citizens Capital Management, Inc. changed its corporate name to Florida Trust Company. Florida Trust Company offers investment management, trust administration, estate planning, and financial planning services.

Florida Trust Company filed an application for a trust company charter with the Florida Department of Banking and Finance on October 4, 2002. If that application is approved, Bancshares will acquire Florida Trust Company from Citizens
National and continue its operations as a wholly-owned subsidiary of Bancshares. At such time, Florida Trust Company will relocate its headquarters to Ft. Lauderdale, Florida and maintain a branch office at Citizens Nationals main office in
Naples, Florida.

In December 2001, Bancshares began the organizational process for Bank of Florida, a Florida-chartered commercial bank headquartered in Ft. Lauderdale, Florida. The process was completed in July
2002, and Bank of Florida opened for business at 110 East Broward Boulevard, Ft. Lauderdale, Florida, on July 16,



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Results
of Operations

Overview

| |  | For the three-month period ended September 30, 2002, we reported a net loss of $816,592 compared to a loss of $107,542 for the comparable period in 2001. Of the 2002 loss, $499,510 or 61.2% was related to start-up
operations of Bank of Florida which opened for business in July 2002. Interest income generated during the quarter ended September 30, 2002 totaled $1,620,175 compared to $1,179,655 for the same period in 2001. Approximately 96.9% of interest income
for the third quarter of 2002, resulted from interest and fees on loans compared to 95.0% for the third quarter of 2001, a result of continued strong loan growth at Citizens National Bank. Interest expense totaled $607,435 for the third quarter of
2002 compared to $585,255 for that period in 2001. Interest expense resulted mainly from interest paid on customer deposits. Net interest income represents the difference between interest received on interest-earning assets and interest paid on
interest-bearing liabilities. For the three-month period ended September 30, 2002, our net interest income yield was 3.46%, reflecting a yield on average earning assets of 6.62% and the cost of average interest-bearing liabilities of
3.16%.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | As a result of our continued growth in loans, a total of $136,443 was added to the provision for loan loss for the three months ended September 30, 2002, compared to $40,521 for the three month period ended September 30,
2001.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Non-interest income totaled $119,849 for the three month period ended September 30, 2002, compared to $102,235 for the three month period ended September 30, 2001. Non-interest income included $69,136 in fees generated by
Florida Trust Company during the third quarter of 2002 compared to $44,303 for the comparable period in 2001.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our non-interest expense totaled $1,812,738 for the third quarter of 2002, compared to $763,656 for the comparable period in 2001. Expenses related to personnel totaled $950,183 for the third quarter of 2002, compared to
$446,984 for the comparable period in 2001. Non-interest expenses attributed to the operation of Florida Trust Company totaled $192,275 for the three-month period ended September 30, 2002 compared to $126,431 for the comparable period in 2001.
Non-interest expenses attributed to Bank of Florida totaled $576,483 for the three-month period ended September 30, 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | For the nine-month period ended September 30, 2002, we reported a net loss of $1,693,900, compared to a loss of $424,135 for the comparable period in 2001. Interest income generated during the nine-months ended September
30, 2002 totaled $4,325,522, compared to $3,328,759 for the same period in 2001. Approximately 97.1% of interest income for the first nine-months of 2002 resulted from interest and fees on loans, compared to 90.6% for the first nine-months of 2001,
a result of continued strong loan growth at Citizens National. Interest expense totaled $1,689,894 for the first nine-months of 2002, compared to $1,690,351 for that period in 2001. Interest expense resulted mainly from interest paid on customer
deposits. For the nine-month period ended September 30, 2002, our net interest income yield was 3.37%, reflecting a yield on average earning assets of 6.63% and the cost of average interest-bearing liabilities of 3.26%.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A total of $377,063 was added to the provision for loan loss for the nine-months ended September 30, 2002, compared to $156,472, for the nine-month period ended September 30, 2001.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | Non-interest income totaled $355,496 for the nine-month period ended September 30, 2002, compared to $210,507 for the comparable period in 2001. Non-interest income included $207,413 in fees generated by Florida Trust
Company during the first three quarters of 2002 compared to $95,594 for the comparable period in 2001. | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

| |  | Our non-interest expense totaled $4,307,961 for the first nine-months of 2002, compared to $2,116,578 for the comparable period in 2001. Expenses related to personnel totaled $2,368,026 for the first three quarters of
2002, compared to $1,242,480 for the comparable period in 2001. Non-interest expenses attributed to the operation of Florida Trust Company, Citizens Nationals subsidiary, totaled $456,240 for the nine-month period ended September 30, 2002
compared to $332,403 for the comparable period in 2001. Non-interest expenses attributed to Bank of Florida totaled $1,205,121 for the nine-month period ended September 30, 2002.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Average
Balances, Income and Expenses, and Rates

| |  | The following table depicts, for the periods indicated, certain information related to our average balance sheet and its average yields on assets and 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.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 



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

|                                                                            |  | For the Nine-months Ended September 30, |       
|--------------------------------------------------------------------------- |  | --------------------------------------- | ------
|                                                                            |  |                                         |       
|                                                                            |  | 2002                                    |       
|                                                                            |  |                                         |       
|                                                                            |  | AverageBalance                          |       
|                                                                            |  |                                         |       
|Earning assets:                                                             |  |                                         |       
|Interest earning deposits                                                   |  | $                                       | 2,125 
|Securities                                                                  |  |                                         | 751   
|Federal funds sold                                                          |  |                                         | 5,490 
|Loans                                                                       |  |                                         | 78,906
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Total earning assets                                                        |  |                                         | 87,272
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Non-earning assets                                                          |  |                                         | 7,024 
|                                                                            |  |                                         |       
|Total Assets                                                                |  | $                                       | 94,296
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Interest-bearing liabilities:                                               |  |                                         |       
|NOW and money market                                                        |  | $                                       | 16,560
|Savings                                                                     |  |                                         | 803   
|Time deposits                                                               |  |                                         | 51,436
|Other borrowings                                                            |  |                                         | 818   
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Total interest-bearing liabilities                                          |  |                                         | 69,617
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Non interest-bearing liabilities                                            |  |                                         | 15,848
|Stockholders equity                                                        |  |                                         | 8,831 
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Total liabilities and equity                                                |  | $                                       | 94,296
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Net interest income before provision                                        |  |                                         |       
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Interest-rate spread                                                        |  |                                         |       
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Net interest margin                                                         |  |                                         |       
|                                                                            |  |                                         |       
|                                                                            |  |                                         |       
|Ratio of average earning assets to average     interest-bearing liabilities |  |                                         | 125.4 
|                                                                            |  |                                         |       



---

Comparison of Results of Operations for the Nine-months Ended September 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.

Net interest income was $2,635,628 for the nine-months ended September 30,
2002, as compared to $1,638,408 for the nine-months ended September 30, 2001. A $36.6 million increase in loans (62.1%) between the periods had the most significant impact on the improvement in total interest income. Net interest income increased
60.9% for the nine-months ended September 30, 2002, versus the comparable period in 2001. Net interest spread, the difference between the yield on earning assets and the rate paid on interest-bearing liabilities, was 3.4% for the nine-months ended
September 30, 2002, as compared to 3.0% for the nine-months ended September 30, 2001. Net interest margin, net interest income divided by average assets increased slightly to 3.7% for the nine-months ended September 30, 2002, as compared to 3.6% for
the nine-months ended September 30, 2001. The increase in spread was a result of increases in loan volumes having a greater impact on these ratios than declines in interest rates during the first nine-months of 2002.

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.

The allowance for credit
losses is established through a provision for loan losses charged against income. Loans are charged against the provision when management believes that the collectibility of the principal is unlikely. The provision 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 provision may be necessary based on changes in economic conditions.

Activity in the allowance for credit losses follows:

|                             |  | Nine-months EndedSeptember 30, 2002 |         | Twelve Months EndedDecember 31, 2001 |  
|---------------------------- |  | ----------------------------------- | ------- | ------------------------------------ | -
|                             |  |                                     |         |                                      |  
|Balance, beginning of period |  | $                                   | 494,205 |                                      | $
|                             |  |                                     |         |                                      |  
|Recoveries                   |  |                                     | 0       |                                      |  
|                             |  |                                     |         |                                      |  
|Charge-offs                  |  |                                     | (56,580 | )                                    |  
|                             |  |                                     |         |                                      |  
|Charged to operations        |  |                                     | 377,063 |                                      |  
|                             |  |                                     |         |                                      |  
|Balance, end of period       |  |                                     | 814,688 |                                      |  



---

At September 30, 2002, the allowance for credit losses amounted to $814,688, or 0.85% of outstanding loans. At December 31, 2001, the
allowance for credit losses totaled $494,205, or 0.72% of outstanding loans. The provision for credit losses was $377,063 for the nine-months ended September 30, 2002. For the same nine-month period in 2001, the provision for credit losses was
$156,472. The provision for possible loan losses increased to $814,668 as of September 30, 2002 compared to $494,205 as of December 31, 2001. 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 30% of the loan portfolio is residential real estate which
historically has resulted in a lower percentage of losses.

Non-interest Income and Expense

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.

Total non-interest income increased by $144,989 during the nine-months ended September 30, 2002, as
compared to the same period in 2001, reflecting increased activity fees related to Florida Trust Company as well as increases in deposit and loan balances. Non-interest income totaled $355,496 for the nine-months ended September 30, 2002, as
compared to $210,507 for the comparable period in 2001. Florida Trust Company income totaled $207,413 for the nine-months ended September 30, 2002, as compared to $95,594 for the comparable period in 2001.

Non-interest Expense.As Citizens National Bank and Florida Trust Company continued to grow and we incurred expenses related to the organization and opening of Bank of Florida in
Fort Lauderdale, total non-interest expense increased by $2,191,383 during the nine-months ended September 30, 2002, as compared to the same period in 2001. Some 55.0% of this increase, or $1,205,121 was related to start-up costs for Bank of
Florida. For the first nine-months of 2002, this increase involved increases in salary and benefits of $1,125,546 that resulted from the addition of staff due to continued growth and provided normal salary and benefit increases. Occupancy and
equipment related expenses increased $453,463 in the first nine-months of 2002, as compared to the same period in 2001. Expenses related to the operations of Florida Trust Company totaled $456,240 during the nine-months ended September 30, 2002, as
compared to $332,403 for the same period in 2001.

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

Net Interest
Income.Net interest income totaled $1,012,740 for the three months ended September 30, 2002, as compared to $594,400 for the three months ended September 30, 2001. The increase was directly related to significant
increase in loan volume of 62.1% (approximately $36.6 million) between the periods. Net interest spread, the difference between the yield on earning assets and the rate paid on interest-bearing liabilities was 3.5% for the three months ended
September 30, 2002, as compared to 2.9% for the three months ended September 30, 2001.

Noninterest Income and Expense

Noninterest Income.Total noninterest income increased by $17,614 during the three months ended September 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 $119,849 for the three months ended September 30, 2002, as compared to $102,235 for the comparable period in 2001.



---

Noninterest Expense.Total noninterest expense increased by $1,049,082
during the three months ended September 30, 2002, as compared to the same period in 2001, mainly as a result of the opening of Bank of Florida in Fort Lauderdale and additional operating costs related to the opening of the new main office of
Citizens National Bank. This increase reflected increased expenses related to lease expenses operating expenses, and additional Citizens National and Bank of Florida Trust Company staffing components. Noninterest expenses related to Bank of Florida
totaled $576,484 during the third quarter of 2002, or 55.0% of the total noninterest expense increase when compared to the third quarter of 2001.

Financial Condition

Our total assets at September 30, 2002, were $113.7 million, increasing from $77.1 million at December 31, 2001. The increase of approximately $36.6 million was due principally to the increase in loan balances of $27.2 million (39.7%) and a
$33.9 million (52.0%) increase in deposits. Loans at Bank of Florida totaled $5.5 million as of September 30, 2002. Deposits at Bank of Florida totaled $5.5 million, assets totaled $12.1 million at September 30, 2002.

Total stockholders equity as of September 30, 2002, was $15,965,187 million, an increase of $7.4 million or approximately 87.4%, compared with stockholders equity of approximately $8.5 million as of December 31, 2001. This
increase is primarliy attributable to the sale of $9.1 million of Bancshares common stock in the first half of 2002.

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

|                                                |  | Nine-months EndedSeptember 30, 2002 |          | Year EndedDec. 31, 2002 | 
|----------------------------------------------- |  | ----------------------------------- | -------- | ----------------------- | 
|                                                |  |                                     |          |                         | 
|Return on average assets                        |  |                                     | (2.40)%  |                         | 
|Return on average equity                        |  |                                     | (25.58)% |                         | 
|Interest-rate spread during the period          |  |                                     | 3.37%    |                         | 
|Net interest margin                             |  |                                     | 3.73%    |                         | 
|Allowance for credit losses to period end loans |  |                                     | 0.85%    |                         | 
|Net charge-offs to average loans                |  |                                     | 0.10%    |                         | 
|Nonperforming assets to period end total assets |  |                                     | 0.19%    |                         | 
|Average Equity to Average Assets ratio          |  |                                     | 9.37%    |                         | 

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 $7.6 million in the first nine-months of 2002, as compared to $7.7 million in the same period of 2001. At September 30, 2002, and December 31, 2001, short-term investments totaled $8.4 million and $2.8 million, respectively. These
funds are a source of our liquidity and are generally invested in an earning capacity on an overnight basis.

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

Deposits and Other Sources of
Funds.In addition to deposits, the sources of funds available 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 $97.7 million at September 30, 2002, and $64.3 million at December 31, 2001. Most of the $33.4 million increase in
deposits since December 31, 2001, was attributable to continued growth in both interest-bearing and non-interest-bearing deposits. The funding requirements for loans have continued to grow in the first nine-months of 2002, from 2001 levels. Loans
have increased $27.2 million during the period from December 31, 2001, to September 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 capital. The regulatory minimum requirements are 4% for Tier 1 and 8% for total risk-based capital.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

| | 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 September 30, 2002, as reflected in the
following table which sets forth its regulatory capital position: (dollars in thousands) | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|                                         |  | Actual |         | Minimum (1) |  | Well-capitalized (2) |  
|---------------------------------------- |  | ------ | ------- | ----------- |  | -------------------- | -
|                                         |  |        |         |             |  |                      |  
|                                         |  | Amount |         | %           |  | Amount               |  
|                                         |  |        |         |             |  |                      |  
|Total Capital (to Risk-Weighted Assets)  |  | $      | 14,770  |             |  | 17.26                | %
|Tier 1 Capital (to Risk-Weighted Assets) |  |        | 13, 956 |             |  | 16.30                | %
|Tier 1 Capital (to Average Assets)       |  |        | 13,956  |             |  | 12.70                | %

| |  |  | (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, savings 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 3. | Controls and Procedures
|------- | -----------------------

Bancshares Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and
operation of Bancshares disclosure controls and procedures (as defined in Securities Exchange Ext Rule 13-a14(c)) as of a date within 90 days of the filing of this Form 10-QSB. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that Bancshares disclosure controls and procedures are effective to ensure that material information regaling to Bancshares and Bancshares consolidated subsidiaries is made known to such officers by
others within those entities, particularly during the period this Form 10-QSB was prepared, in order to allow timely decisions regarding required disclosure.

There have not been any significant changes in
Bancshares internal controls or in other factors that could significantly affect these controls subsequent to the date of their evalutaion.

|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 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.

|ExhibitNumber | Descriptionof Exhibit                                                                                                        
|------------- | -----------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                              
|a. 3.1        | Amended and Restated Articles of Association.                                                                                
|a. 3.2        | Bylaws.                                                                                                                      
|3.3           | Amendment to Articles of Incorporation changing the corporate name filed as an exhibit to Form 8-K filed on October 29, 2001.
|3.4           | Amendment to Articles of Incorporation changing the corporate name filed as an exhibit to Form 8-K filed on May 10, 2002.    
|b. 4.1        | Specimen Common Stock Certificate.                                                                                           
|b. 4.3        | Form of Stock Purchase Warrant - 1999 Offering.                                                                              
|e. 4.4        | Form of Stock Purchase Warrant - 2002 Offering.                                                                              
|b. 10.1       | Employment Agreement of Michael L. McMullan, dated as of April 28, 1999.                                                     
|c. 10.1.1     | Amendment to Employment Agreement of Michael L. McMullan dated August 24, 1999.                                              
|f. 10.1.2     | Amendment to Employment Agreement of Michael L. McMullan dated July 30, 2001.                                                
|f. 10.1.3     | Amendment to Employment Agreement of Michael L. McMullan dated August 30, 2002.                                              
|a. 10.2       | Agreement for the Purchase and Sale of Real Property.                                                                        
|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.
|21.1      | Subsidiaries of the Registrant.                                                     
|99.1      | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.        
|99.2      | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.        



---

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

I, Michael L. McMullan, certify that:

1. I have reviewed this quarterly report on Form 10_QSB of Bancshares of Florida, Inc.;

2. Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
tothe period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other
certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a_14 and 15d_14) for the registrant and have:

| |  | a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date);
and
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions):

| |  | a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal controls; and
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002

|                                                        |  |  | 
|------------------------------------------------------- |  |  | 
|/s/ MICHAELL.MCMULLAN                                   |  |  | 
|                                                        |  |  | 
|Michael L. McMullanPresident andChief Executive Officer |  |  | 



---

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

I, Thomas M. Whelan, certify
that:

1. I have reviewed this quarterly report on Form 10_QSB of Bancshares of Florida, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a_14 and 15d_14) for the registrant and have:

| |  | a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date);
and
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions):

| |  | a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal controls; and
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002

|                                        |  |  | 
|--------------------------------------- |  |  | 
|/s/ THOMASM.WHELAN                      |  |  | 
|                                        |  |  | 
|Thomas M. WhelanChief Financial Officer |  |  | 



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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.

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

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