SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarterly Period Ended                             Commission File Number:
       March 31, 2001                                         333-74997


                 CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC.
        (Exact name of small business issuer as specified in its charter)

            Florida                                              59-3535315
-------------------------------------------------------------------------------
State or other jurisdiction of                                (I.R.S. Employer
Incorporation or organization)                               Identification No.)

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

Issuer's telephone number: 941-643-4646
                          ------------------------------------------------------

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 19834 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

         Yes   [X]                               No    [ ]

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

         Common Stock, $0.01 per value                    1,165,370
--------------------------------------------  ----------------------------------
                  Class                        Outstanding as of April 30, 2001

Transitional Small Business Disclosure Format:

         Yes   [ ]                               No    [X]

<PAGE>


          CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 2001


NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION:

     Citizens Bancshares of Southwest Florida, Inc. ("Citizens Bancshares") was
incorporated in Florida in September 1998 to serve as a holding company for
Citizens National Bank of Southwest Florida (the "Bank" or "Citizens National
Bank), a national banking association then in organization. For approximately
the first eleven months following its incorporation, the main activities of
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, Citizens Bancshares had
received subscriptions to purchase common stock in an amount in excess of the
required minimum, and on August 24, 1999, Citizens National Bank commenced
operations at its office located at 3401 Tamiami Trail North in Naples, Florida.

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

     Throughout this report, Citizens Bancshares, the Bank and Citizens Capital
Management 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 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 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
three-month period ended March 31, 2001 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2001.


<PAGE>
                        PART I. - FINANCIAL INFORMATION


Item 1. - Financial Statements

CONSOLIDATED BALANCE SHEETS
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
                                                                     MARCH 31, 2001    DECEMBER 31, 2000
                                                                     --------------    -----------------
                 ASSETS                                                (Unaudited)
                 ------
<S>                                                                   <C>                 <C>
Cash & due from banks                                                 $  1,515,019        $    994,225
Federal funds sold                                                      13,655,380           7,742,000
                                                                      ------------        ------------
                                Total cash and cash equivalents         15,170,399           8,736,225
                                                                      ------------        ------------
Interest-bearing deposits in banks                                            --             4,000,000
Securities available for sale                                               50,760              75,760
Securities held to maturity                                                 25,000             999,394

Loans                                                                   41,458,310          32,999,576
Less: allowance for loan losses                                           (331,586)           (281,067)
Less: unearned income and deferred loan fees                               (39,901)            (45,322)
                                                                      ------------        ------------
                       Net loans                                        41,086,823          32,673,187
                                                                      ------------        ------------

Restricted securities, Federal Home Loan Bank and
Federal Reserve Bank Stock, at cost                                        431,900             326,600
Premises and equipment, net                                              2,109,415           2,151,067
Accrued interest receivable                                                232,849             229,657
Other assets                                                               119,376              96,468
                                                                      ------------        ------------
                                         TOTAL ASSETS                 $ 59,226,522        $ 49,288,358
                                                                      ============        ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing                                                  $  5,189,208        $  4,090,898
Interest bearing                                                        45,088,729          36,044,082
                                                                      ------------        ------------
             Total deposits                                             50,277,937          40,134,980

Accrued interest payable                                                    18,694              26,745
Accrued Expenses and other liabilities                                      46,238              53,047
                                                                      ------------        ------------
                                         TOTAL LIABILITIES              50,342,869          40,214,772
                                                                      ------------        ------------

Preferred stock, par value $.01 per share,
1,000,000 shares authorized; no shares issued
and outstanding                                                              --                   --
Common stock, par value $.01 per share,
20,000,000 shares authorized; 1,165,370 and 1,65,370
shares issued and outstanding, respectively                                 11,654              11,654
Additional paid-in capital                                              11,549,700          11,549,700
Accumulated deficit                                                     (2,677,701)         (2,487,768)
Unrealized loss on securities available for sale                             --                  --
                                                                      ------------        ------------
TOTAL STOCKHOLDERS' EQUITY  (DEFICIT)                                    8,883,653           9,073,586
                                                                      ------------        ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $ 59,226,522        $ 49,288,358
                                                                      ============        ============
</TABLE>


<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
              (Unaudited)
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED MARCH 31,
                                                             2001             2000
                                                         -----------      -----------
<S>                                                      <C>              <C>
INTEREST INCOME
   Interest and fees on loans                            $   850,416      $   183,479
   Interest on securities and other                           61,255           54,851
   Interest on federal funds sold                            119,826          221,189
   Interest other                                               --             14,482
                                                         -----------      -----------
                          TOTAL INTEREST INCOME            1,031,497          474,001
                                                         -----------      -----------

INTEREST EXPENSE
   Interest on deposits                                      551,584          249,004
                                                         -----------      -----------
                          TOTAL INTEREST EXPENSE             551,584          249,004
                                                         -----------      -----------
                          NET INTEREST INCOME (LOSS)         479,913          224,997

Provision for loan losses                                    (50,751)         (33,751)
                                                         -----------      -----------
NET INTEREST INCOME (LOSS) AFTER PROVISION
      FOR LOAN LOSSES                                        429,162          191,246

NON-INTEREST INCOME
   Service charges, commissions and fees                      32,412            6,219

NON-INTEREST EXPENSES
   Salaries and employee benefits                            389,111          278,997
   Occupancy expenses                                         59,445           54,297
   Equipment rental, depreciation & maintenance               56,830           42,378
   General operating                                         146,120          131,233
                                                         -----------      -----------
                        TOTAL NON-INTEREST EXPENSES          651,506          506,905
                                                         -----------      -----------
                        LOSS BEFORE INCOME TAXES            (189,932)        (309,440)

INCOME TAXES                                                    --               --
                                                         -----------      -----------
                        NET LOSS                         $  (189,932)     $  (309,440)
                                                         ===========      ===========

NET LOSS PER SHARE                                       $     (0.16)     $     (0.27)
                                                         ===========      ===========

AVERAGE SHARES OUTSTANDING                                 1,165,370        1,162,577
                                                         ===========      ===========
</TABLE>


<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
CITIZENS BANCSHARES OF SOUTHWEST FLORIDA, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED MARCH 31,
                                                                            2001              2000
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                                              $   (189,932)     $   (309,440)
  Adjustments to reconcile net loss to net
    cash used in operating activies:
      Depreciation                                                            47,558            44,161
      Provision for loan losses                                               50,751            33,751
      Net securities amortization and accretion                                 (606)           (2,870)
      (Increase) Decrease in accrued interest receivable
                                                                              (3,192)          (10,183)
      (Increase) Decrease in other assets                                    (22,908)          (26,863)
      Increase (Decrease) in accrued interest payable                         (8,051)            4,393
      Increase (Decrease) in accrued expenses and other liabilities           (6,808)         (157,218)
                                                                        ------------      ------------

          Total adjustments                                                   56,744          (114,829)
                                                                        ------------      ------------

NET CASH USED IN OPERATING ACTIVITIES                                       (133,188)         (424,269)
                                                                        ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Net increase in loans                                                   (8,464,388)       (5,516,619)
  Net(increase) decrease in interest bearing deposits in banks             4,000,000              --
  Proceeds for maturity of securities held to maturity                     1,000,000              --
  Purchase of Restricted Securities                                         (105,300)             --
  Purchase of premises and equipment                                          (5,906)          (19,900)
                                                                        ------------      ------------
NET CASH USED IN INVESTING ACTIVITIES                                     (3,575,594)          (19,900)
                                                                        ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from issuance of common stock                                    --             203,000
  Increase in deposits                                                    10,142,956         4,554,155
                                                                        ------------      ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                 10,142,956         4,757,155
                                                                        ------------      ------------

NET INCREASE (DECREASE) IN CASH                                            6,434,174        (1,203,631)
AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Beginning of period                                                        8,736,225        18,295,344
                                                                        ------------      ------------
End of period                                                           $ 15,170,399      $ 17,091,713
                                                                        ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the period for interest                                $    559,635      $    244,863
                                                                        ============      ============
</TABLE>


<PAGE>


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


GENERAL

     The following is a discussion of the Company's financial condition and
results of operations for the period ended March 31, 2001:

FINANCIAL CONDITION

     On March 31, 2001, the Company had approximately $50.3 million in deposits
as compared to $40.1 million at December 31, 2000. Stockholders' equity totaled
approximately $8.9 million at March 31, 2001 compared to approximately $9.1
million at December 31, 2000.

     The Company had approximately $41.1 million in net loans as of March 31,
2001 compared to approximately $32.7 million as of December 31, 2000. The
majority of the Company's remaining liquidity was invested in overnight federal
funds and totaled approximately $13.7 million compared to approximately $8.7
million on December 31, 2000.

RESULTS OF OPERATIONS

     Interest income generated during the quarter ended March 31, 2001 totaled
$1,031,497 compared to $474,001 for the same period in 2000. Approximately 82.5%
of interest income for the first quarter of 2001 resulted from interest and fees
on loans compared to 38.7% for the first quarter of 2000. Interest expense
totaled $551,584 for the first three months of 2001 compared to $249,004 for
that period in 2000. Interest expense resulted from interest paid on customer
deposits.

     A total of $50,751 was added to the provision for loan loss for the quarter
ended March 31, 2001 compared to $33,751 for the quarter ended March 31, 2000.
The increase is directly related to the increase in the volume of loans on the
books on March 31, 2001 ($41.1 million net) compared to March 31, 2000 ($9.8
million net).

     Non-interest income totaled $32,412 for the quarter ended March 31, 2001
compared to $6,219 in that quarter of 2000. Non-interest income consists of fees
charged by the Bank to loan and deposits customers.

     The Company's non-interest expense totaled $651,506 for the first quarter
of 2001 compared to $506,905 for the comparable period in 2000. Expenses related
to personnel totaled $389,111 for the first quarter of 2001 compared to $278,997
for the comparable period in 2000. Non-interest expenses charged to Citizens
Capital Management, the Bank's subsidiary, totaled $99,860 for the quarter ended
March 31, 2001.

     The Company's net loss for the first quarter of 2001 totaled $189,932,
compared to a loss of $309,440 for the quarter ended March 31, 2000. Management
anticipates that the Company will continue to experience losses from operations
until such time as the operations of the Bank and Citizens Capital Management
achieve profitable volume levels.

<PAGE>


     Citizens Bancshares 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

     Citizens Bancshares may, from time to time, make written or oral
forward-looking statements, including statements contained in Citizens
Bancshares' 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. Citizens Bancshares' 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 Citizens Bancshares' 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. Citizens Bancshares cautions that such
factors are not exclusive. Citizens Bancshares does not undertake to update any
forward-looking statements that may be made from time to time by, or on behalf
of, Citizens Bancshares.

<PAGE>

PART II. - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a)      EXHIBITS. The following exhibits are filed with or incorporated by
         reference into this report. The exhibits which are denominated by an
         asterisk (*) were previously filed as a part of, and are hereby
         incorporated by reference from, a Registration Statement on Form SB-2
         for Citizens Bancshares filed with the SEC on March 24, 1999. The
         exhibits which are denominated by a double asterisk (**) were
         previously filed as a part of, and are hereby incorporated by reference
         from, Amendment No. 1 to Form SB-2, filed with the SEC on May 7, 1999.
         The exhibits which are denominated by a triple asterisk (***) were
         previously filed as a part of, and are hereby incorporated by reference
         from, Form 10-KSB filed with the SEC on March 30, 2000. The exhibits
         which are denominated by a quadruple asterisk (****) were previously
         filed as a part of, and are hereby incorporated by reference from, Form
         10-KSB filed with the SEC on March 27, 2001. The exhibit numbers
         correspond to the exhibit numbers in the referenced document.

    EXHIBIT NO.                      DESCRIPTION OF EXHIBIT
    -----------                      ----------------------

      *       3.1      Amended and Restated Articles of Incorporation of
                       Citizens Bancshares
      *       3.2      Bylaws of Citizens Bancshares
     **       4.1      Specimen Common Stock Certificate
     **       4.3      Form of Stock Purchase Warrant
     **       10.1     Employment Agreement of Michael L. McMullan, dated as of
                       April 28, 1999
    ***       10.1.1   Amendment, dated as of August 24, 1999, to the Employment
                       Agreement of Michael L. McMullan
      *       10.2     Agreement for the Purchase and Sale of Real Property
     **       10.3     Employment Agreement of Polly M. Rogers, dated as of
                       April 28, 1999
    ***       10.3.1   Amendment, dated as of August 24, 1999, to the Employment
                       Agreement of Polly M. Rogers
    ***       10.4     1999 Stock Option Plan
    ***       10.5     Form of Incentive Stock Option Agreement



(b)      REPORTS ON FORM 8-K. No reports on Form 8-K were required to be filed
         for the quarter ended March 31, 2001.

<PAGE>


                                   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: May 9, 2001              By: /s/ MICHAEL L. MCMULLAN
                                   ----------------------------
                                   Michael L. McMullan, Chief Executive Officer


Date: May 9, 2001              By: /s/ THOMAS M. WHELAN
                                   ----------------------------
                                   Thomas M. Whelan, Executive Vice President
                                   (principal financial and accounting officer)