---



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 the Quarterly Period Ended September 30, 2003



Commission File Number 000-50091



---



BANCSHARES OF FLORIDA, INC.

A Florida Corporation



IRS Employer Identification No. 59-3535315



1185 Immokalee Road

Naples, Florida 34110

(239) 254-2100



Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes x     No ̈



The number of shares outstanding of the Registrants common stock, as of September 30,
2003:

3,079,199 shares of $.01 par value common stock.



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



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

2)  
Yes ̈No x



---



---

PART I. Financial Information



Item 1. Financial Statements



BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2003 and December 31, 2002



|                                                                                                                            |  | September 30, 2003 |             |   | December 31,2002 |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ---------------- | -
|                                                                                                                            |  | (unaudited)        |            
|ASSETS                                                                                                                      |  |                    |             |   |                  |  
|Cash and due from banks                                                                                                     |  | $                  | 7,971,933   |   |                  | $
|Interest bearing deposits in other banks                                                                                    |  |                    | 46,322      |   |                  |  
|Federal funds sold                                                                                                          |  |                    | 6,657,000   |   |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                             |  |                    | 14,675,255  |   |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|                                                                                                                            |  |                   
|Securities available for sale, at fair value                                                                                |  |                    | 9,327,751   |   |                  |  
|Loans                                                                                                                       |  |                    | 163,648,300 |   |                  |  
|Less:                                                                                                                       |  |                    |             |   |                  |  
|Allowance for loan losses                                                                                                   |  |                    | 1,466,657   |   |                  |  
|Unearned income and deferred loan fees                                                                                      |  |                    | 76,816      |   |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|NET LOANS                                                                                                                   |  |                    | 162,104,827 |   |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|                                                                                                                            |  |                   
|Restricted securities, Federal Home Loan Bank and Federal Reserve Bank stock, at cost                                       |  |                    | 663,450     |   |                  |  
|Premises and equipment                                                                                                      |  |                    | 4,814,878   |   |                  |  
|Accrued interest receivable                                                                                                 |  |                    | 619,304     |   |                  |  
|Other assets                                                                                                                |  |                    | 869,962     |   |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|TOTAL ASSETS                                                                                                                |  | $                  | 193,075,427 |   |                  | $
|                                                                                                                            |  |                    |             |   |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                        |  |                    |             |   |                  |  
|Liabilities:                                                                                                                |  |                    |             |   |                  |  
|Deposits                                                                                                                    |  | $                  | 167,180,951 |   |                  | $
|Other borrowings                                                                                                            |  |                    | 4,000,000   |   |                  |  
|Accrued interest payable                                                                                                    |  |                    | 28,500      |   |                  |  
|Accrued expenses and other liabilities                                                                                      |  |                    | 279,468     |   |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|TOTAL LIABILITIES                                                                                                           |  |                    | 171,488,919 |   |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|                                                                                                                            |  |                   
|Commitments                                                                                                                 |  |                    |             |   |                  |  
|                                                                                                                            |  |                   
|Stockholders Equity:                                                                                                       |  |                    |             |   |                  |  
|Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding                    |  |                    | 0           |   |                  |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 3,079,199 and 2,079,199 shares issued and
outstanding |  |                    | 30,792      |   |                  |  
|Additional paid-in capital                                                                                                  |  |                    | 29,628,031  |   |                  |  
|Accumulated deficit                                                                                                         |  |                    | (8,005,372  | ) |                  |  
|Accumulated other comprehensive (loss) income, net of tax                                                                   |  |                    | (66,943     | ) |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                  |  |                    | 21,586,508  |   |                  |  
|                                                                                                                            |  |                    |             |   |                  |  
|                                                                                                                            |  | $                  | 193,075,427 |   |                  | $
|                                                                                                                            |  |                    |             |   |                  |  



See accompanying notes to condensed
consolidated financial statements.





2



---

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



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



|                                                         |  | (unaudited) Three-months endedSeptember 30, |          
|-------------------------------------------------------- |  | ------------------------------------------- | ---------
|                                                         |  | 2003                                        |          
|INTEREST INCOME                                          |  |                                             |          
|Interest and fees on loans                               |  | $                                           | 2,246,147
|Interest on securities and other interest bearing assets |  |                                             | 78,639   
|Interest on federal funds sold                           |  |                                             | 21,009   
|                                                         |  |                                             |          
|TOTAL INTEREST INCOME                                    |  |                                             | 2,345,795
|                                                         |  |                                             |          
|INTEREST EXPENSE                                         |  |                                             |          
|Interest on deposits                                     |  |                                             | 800,969  
|Interest on other borrowings                             |  |                                             | 5,574    
|                                                         |  |                                             |          
|TOTAL INTEREST EXPENSE                                   |  |                                             | 806,543  
|                                                         |  |                                             |          
|NET INTEREST INCOME                                      |  |                                             | 1,539,252
|PROVISION FOR LOAN LOSSES                                |  |                                             | 81,209   
|                                                         |  |                                             |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES      |  |                                             | 1,458,043
|                                                         |  |                                             |          
|NONINTEREST INCOME                                       |  |                                             |          
|Mortgage banking                                         |  |                                             | 91,173   
|Trust fees                                               |  |                                             | 127,695  
|Service charges and fees                                 |  |                                             | 160,944  
|                                                         |  |                                             |          
|TOTAL NONINTEREST INCOME                                 |  |                                             | 379,812  
|                                                         |  |                                             |          
|NONINTEREST EXPENSES                                     |  |                                             |          
|Salaries and employee benefits                           |  |                                             | 1,148,519
|Occupancy expenses                                       |  |                                             | 340,490  
|Equipment rental, depreciation and maintenance           |  |                                             | 204,166  
|General operating                                        |  |                                             | 596,111  
|                                                         |  |                                             |          
|TOTAL NONINTEREST EXPENSES                               |  |                                             | 2,289,286
|                                                         |  |                                             |          
|LOSS BEFORE INCOME TAXES                                 |  |                                             | (451,431 
|INCOME TAXES                                             |  |                                             | 0        
|                                                         |  |                                             |          
|NET LOSS                                                 |  | $                                           | (451,431 
|                                                         |  |                                             |          
|LOSS PER SHARE (Basic and Diluted)                       |  | $                                           | (0.15    
|                                                         |  |                                             |          
|WEIGHTED AVERAGE SHARES OUTSTANDING                      |  |                                             | 3,079,199
|                                                         |  |                                             |          



See
accompanying notes to condensed consolidated financial statements.



3



---

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



For the Nine-Months Ended September 30, 2003 and 2002



|                                                         |  | (unaudited) Nine-months endedSeptember 30, |           
|-------------------------------------------------------- |  | ------------------------------------------ | ----------
|                                                         |  | 2003                                       |           
|INTEREST INCOME                                          |  |                                            |           
|Interest and fees on loans                               |  | $                                          | 6,015,332 
|Interest on securities and other interest bearing assets |  |                                            | 321,369   
|Interest on federal funds sold                           |  |                                            | 61,243    
|                                                         |  |                                            |           
|TOTAL INTEREST INCOME                                    |  |                                            | 6,397,944 
|                                                         |  |                                            |           
|INTEREST EXPENSE                                         |  |                                            |           
|Interest on deposits                                     |  |                                            | 2,410,017 
|Interest on other borrowings                             |  |                                            | 5,574     
|                                                         |  |                                            |           
|TOTAL INTEREST EXPENSE                                   |  |                                            | 2,415,591 
|                                                         |  |                                            |           
|NET INTEREST INCOME                                      |  |                                            | 3,982,353 
|PROVISION FOR LOAN LOSSES                                |  |                                            | 581,757   
|                                                         |  |                                            |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES      |  |                                            | 3,400,596 
|                                                         |  |                                            |           
|NONINTEREST INCOME                                       |  |                                            |           
|Mortgage banking                                         |  |                                            | 264,622   
|Trust fees                                               |  |                                            | 317,002   
|Service charges and fees                                 |  |                                            | 361,569   
|Gains on sales of securities available for sale, net     |  |                                            | 9,101     
|                                                         |  |                                            |           
|TOTAL NONINTEREST INCOME                                 |  |                                            | 952,294   
|                                                         |  |                                            |           
|NONINTEREST EXPENSES                                     |  |                                            |           
|Salaries and employee benefits                           |  |                                            | 3,460,998 
|Occupancy expenses                                       |  |                                            | 1,027,569 
|Equipment rental, depreciation and maintenance           |  |                                            | 587,269   
|General operating                                        |  |                                            | 1,602,118 
|                                                         |  |                                            |           
|TOTAL NONINTEREST EXPENSES                               |  |                                            | 6,677,954 
|                                                         |  |                                            |           
|LOSS BEFORE INCOME TAXES                                 |  |                                            | (2,325,064
|INCOME TAXES                                             |  |                                            | 0         
|                                                         |  |                                            |           
|NET LOSS                                                 |  | $                                          | (2,325,064
|                                                         |  |                                            |           
|LOSS PER SHARE (Basic and Diluted)                       |  | $                                          | (0.80     
|                                                         |  |                                            |           
|WEIGHTED AVERAGE SHARES OUTSTANDING                      |  |                                            | 2,904,474 
|                                                         |  |                                            |           



See
accompanying notes to condensed consolidated financial statements.



4



---

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



For the Nine-Months Ended September 30, 2003 and 2002



|                                                                            |  | (unaudited) Nine-months endedSeptember 30, |            
|--------------------------------------------------------------------------- |  | ------------------------------------------ | -----------
|                                                                            |  | 2003                                       |            
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                            |            
|Net loss                                                                    |  | $                                          | (2,325,064 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                            |            
|Depreciation and amortization                                               |  |                                            | 494,269    
|Provision for loan losses                                                   |  |                                            | 581,757    
|Amortization (accretion) of deferred loan fees and discounts                |  |                                            | 58,249     
|Gains on sales of securities available for sale                             |  |                                            | (9,101     
|Increase in accrued interest receivable                                     |  |                                            | (145,682   
|Increase in other assets                                                    |  |                                            | (462,173   
|Increase in accrued interest payable                                        |  |                                            | 1,775      
|Increase (decrease) in accrued expenses and other liabilities               |  |                                            | 101,836    
|                                                                            |  |                                            |            
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                                            | (1,704,134 
|                                                                            |  |                                            |            
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                            |            
|Net increase in loans                                                       |  |                                            | (57,748,127
|Proceeds from the sale of securities available for sale                     |  |                                            | 4,342,054  
|Proceeds from principal repayments on securities available for sale         |  |                                            | 979,169    
|Purchase of securities available for sale                                   |  |                                            | (8,087,964 
|Purchase of restricted securities                                           |  |                                            | (202,400   
|Purchase of premises and equipment                                          |  |                                            | (271,658   
|                                                                            |  |                                            |            
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                                            | (60,988,926
|                                                                            |  |                                            |            
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                            |            
|Net increase in deposits                                                    |  |                                            | 37,835,234 
|Borrowing (repayment) of short-term notes                                   |  |                                            | 4,000,000  
|Net proceeds from issuance of common stock                                  |  |                                            | 9,159,866  
|                                                                            |  |                                            |            
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                                            | 50,995,100 
|                                                                            |  |                                            |            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        |  |                                            | (11,697,960
|CASH AND CASH EQUIVALENTS                                                   |  |                                            |            
|Beginning of period                                                         |  |                                            | 26,373,215 
|                                                                            |  |                                            |            
|End of period                                                               |  | $                                          | 14,675,255 
|                                                                            |  |                                            |            
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                            |  |                                            |            
|Cash paid during the year for:                                              |  |                                            |            
|Interest                                                                    |  | $                                          | 2,413,816  
|                                                                            |  |                                            |            
|Noncash Transactions:                                                       |  |                                            |            
|Unrealized decrease in fair value on securities available for sale          |  | $                                          | 71,322     
|                                                                            |  |                                            |            



See
accompanying notes to condensed consolidated financial statements.



5



---

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A  Organization and Basis of Presentation



Organization:



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



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



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



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



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



Basis of Presentation:



The unaudited interim condensed financial statements for the three and nine months ended September 30, 2003 and 2002
included herein have been prepared in accordance with the instructions for Form 10-QSB under the Securities Exchange Act of 1934, as amended, and Item 310(b) of Regulation S-B under the Securities Act of 1933, as amended. Certain information and
footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to
interim financial statements.



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



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



6



---

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



|                                                                                                                                            |  | For the three monthsended September 30, |          |   | For the nine months endedSeptember 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | -------- | - | -------------------------------------- | -
|                                                                                                                                            |  | 2003                                    |          |   | 2002                                   |  
|Net (Loss) :                                                                                                                                |  |                                         |          |   |                                        |  
|As reported                                                                                                                                 |  | $                                       | (451,431 | ) |                                        | $
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related
tax effects |  |                                         | 3,929    |   |                                        |  
|                                                                                                                                            |  |                                         |          |   |                                        |  
|Pro forma                                                                                                                                   |  | $                                       | (447,502 | ) |                                        | $
|                                                                                                                                            |  |                                         |          |   |                                        |  
|                                                                                                                                            |  |                                         |          |  
|Net Loss Per Share:                                                                                                                         |  |                                         |          |   |                                        |  
|Basic and diluted                                                                                                                           |  |                                         |          |   |                                        |  
|As reported                                                                                                                                 |  | $                                       | (0.15    | ) |                                        | $
|Pro forma                                                                                                                                   |  | $                                       | (0.15    | ) |                                        | $



The Companys
comprehensive loss for the three and nine months ended September 30, 2003 and 2002 is presented below:



|                                                                       |  | For the three monthsended September 30, |          |   | For the nine months endedSeptember 30, |  
|---------------------------------------------------------------------- |  | --------------------------------------- | -------- | - | -------------------------------------- | -
|                                                                       |  | 2003                                    |          |   | 2002                                   |  
|Net (Loss) :                                                           |  | $                                       | (451,431 | ) |                                        | $
|Unrealized holding losses on securities available for sale, net of tax |  |                                         | (125,851 | ) |                                        |  
|                                                                       |  |                                         |          |   |                                        |  
|Total Comprehensive Loss                                               |  | $                                       | (577,282 | ) |                                        | $
|                                                                       |  |                                         |          |   |                                        |  



(SFAS) No. 146,
Accounting for Costs Associated with Exit or Disposal Activities (Statement 146) which requires, among other things, recording a liability for costs associated with an exit or disposal activity when that liability is incurred
and can be measured at fair value. Commitment to an exit plan or a plan of disposal expresses only managements future actions and, therefore, does not meet the requirement for recognizing a liability and the related expense. The provisions of
Statement 146 are effective prospectively for exit and disposal activities initiated after December 31, 2002, with early application encouraged. This statement did not have a material impact on the Companys consolidated financial statements.



In November 2002, the FASB issued Financial Interpretation
(FIN) 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB interpretation No.
34 which requires disclosures about the guarantors obligations and liquidity risks related to guarantees issued. The disclosure requirements in this Interpretation are effective for financial statements of interim or annual periods
ending after December 15, 2002. This interpretation did not have a material impact on the Companys consolidated financial statements.



In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No.
51, which addresses consolidation by business enterprises of variable interest entities. The Interpretation clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities in which
equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The
Interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise



7



---

obtains an interest after that date. This interpretation did not have a material impact on the Companys
consolidated financial statements.



In April 2003, the FASB
issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (Statement 149) to amend and clarify financial accounting and reporting for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. The statement is effective for contracts entered into or modified after June
30, 2003. The statement is not expected to have a material impact on the Companys consolidated financial statements.



In May 2003, the FASB issued SFAS No. 150 (Statement 150), Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity. Statement 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. Statement 150 requires that an issuer classify a financial
instrument that is within the scope of Statement 150 as a liability. Statement 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. This statement did not have a material impact on the Companys consolidated financial statements.



Item 2. Managements Discussion and analysis of financial condition and results of operations



For the Three Months Ended September 30, 2003 Compared to the Three Months Ended September 30, 2002 and the Three Months Ended June 30,
2003



The net loss for the three months ended September
30, 2003 totaled $451,000 or $0.15 per share as the Company continued to grow its asset base in order to cover fixed costs of operations sufficient to support a much larger organization and to expand wealth management services. The loss during the
current period compares to a net loss of $816,000 or $0.39 per share for the same three-month period a year ago.



The current periods loss was $315,000 or 41% less than the second quarter 2003 loss of $766,000, while the loss of $0.15 per share 40% lower than
the $0.25 loss per share in the second quarter. The primary reasons for the improvement in the third quarter compared to second quarter 2003 are an 11% increase in net interest income, a 36% increase in non interest income and a 61% reduction in
loan loss provision, while holding the increase in total non-interest expenses to 3%.



The Company continued to experience growth in assets, loans and deposits during the quarter. Total assets, as of September 30, 2003, were $193,075,000 up $17,700,000 or 10% during the quarter, and an increase of
$79,328,000 or 70% compared to the same date a year ago. Gross loans, as of September 30, 2003, were $163,648,000, up $16,465,000 or 11% during the quarter, and an increase of $68,071,000 or 71% compared to the same date a year ago. Deposits of
$167,181,000 were up $14,149,000 or 9% for the quarter, and up $69,495,000 or 71% compared to the same date a year ago.



Results of Operations



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



Net interest income totaled $1,539,000 for the three-month period ended
September 30, 2003, rising 11% or $154,000 compared with second quarter 2003 and 65% or $608,000 versus third quarter 2002. The increases reflect earning asset growth noted above, with the net interest margin for the comparative quarters of 2003 and
2002 being nearly maintained despite the current falling interest rate environment. The third quarter 2003 net interest margin was 3.57%, off 14 basis points from the same period last year and down 6 basis points from second quarter 2003. The
decrease in margin between the second and third quarters of 2003 reflects an increase from 83% to 84% in the ratio of interest bearing liabilities to interest earning assets. The yield on earning assets decreased at substantially the same rate as
interest bearing liabilities, 25 basis points versus 26 basis points respectively, consistent with the Companys asset/liability mix and the current interest rate environment falling to near historic lows.



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



8



---

the change in the average rate between the two periods. Changes resulting from average balance/rate variances are
included in changes resulting from volume.



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



COMPARISON OF THE THREE MONTH PERIODS ENDED

September 30, 2003 to September 30, 2002 and to June 30, 2003



|                             |  | Three months ended September 30, 2003and September 30, 2002 Increase (Decrease) Due to Change in: |         |   | Three months ended September 30, 2003and June 30, 2003 Increase (Decrease) Due to Change in: |  
|---------------------------- |  | ------------------------------------------------------------------------------------------------- | ------- | - | -------------------------------------------------------------------------------------------- | -
|Change in:                   |  | AverageBalance                                                                                    |         |   | AverageRate                                                                                  |  
|Interest earned on:          |  |                                                                                                   |         |   |                                                                                              |  
|Investments                  |  | $                                                                                                 | 51,450  |   |                                                                                              | $
|Fed funds sold               |  |                                                                                                   | (1,014  | ) |                                                                                              |  
|Loans                        |  |                                                                                                   | 847,891 |   |                                                                                              |  
|                             |  |                                                                                                   |         |   |                                                                                              |  
|Total interest income        |  |                                                                                                   | 898,327 |   |                                                                                              |  
|                             |  |                                                                                                   |         |   |                                                                                              |  
|Interest paid on:            |  |                                                                                                   |         |   |                                                                                              |  
|NOW & money markets accounts |  |                                                                                                   | 145,978 |   |                                                                                              |  
|Savings                      |  |                                                                                                   | 231     |   |                                                                                              |  
|Certificates of deposit      |  |                                                                                                   | 90,470  |   |                                                                                              |  
|Other borrowings             |  |                                                                                                   | 5,521   |   |                                                                                              |  
|                             |  |                                                                                                   |         |   |                                                                                              |  
|Total interest expense       |  |                                                                                                   | 242,200 |   |                                                                                              |  
|                             |  |                                                                                                   |         |   |                                                                                              |  
|Net interest income          |  | $                                                                                                 | 656,127 |   |                                                                                              | $
|                             |  |                                                                                                   |         |   |                                                                                              |  



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



The allowance for credit losses is established through a provision for loan losses charged against income. Loans are charged against the allowance when management believes that the collectibility of the principal is
unlikely. While management uses the best information available to estimate probable losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. At September 30, 2003, the allowance for credit losses
amounted to $1,467,000 or 0.90% of outstanding loans and covered nonperforming loans by 7.3 times. The allowance totaled $1,381,000 and $815,000 at June 30, 2003 and September 30, 2002, respectively, or 0.94% and 0.85% of outstanding loans,
respectively.



The provision for loan losses was $81,000 for
the quarter, a $128,000 decrease from the second quarter 2003 level and $55,000 less than the same period last year. The decrease in provisions during the current period was partially attributable to the repayment of a loan totaling approximately
$1.0 million that was carrying a higher risk rating than the average loan portfolio. Because of a lack of historical loss experience, the allowance, and its impact on the required provision, has been established based principally on loss histories
of comparably sized and positioned banking institutions, adjusted for current economic and demographic conditions. The allowance is also influenced by the fact that some 25% of the loan portfolio is residential real estate, which historically has
resulted in a lower percentage of losses. Nonperforming loans (including nonaccruals and 90-day delinquencies) were virtually unchanged at $201,000 or 0.12% of loans outstanding at quarter end compared to $204,000 at June 30, 2003 and $257,000 at
December 31, 2002.



9



---

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



|                                           |  | 2003 |           | 2002
|------------------------------------------ |  | ---- | --------- | ----
|Balance at beginning of period             |  | $    | 1,380,845 |     
|Charge-offs:                               |  |      |          |     
|Recoveries:                                |  |      | 4,603     |     
|Provision for losses charged to operations |  |      | 81,209    |     
|                                           |  |      |           |     
|Balance at end of period                   |  | $    | 1,466,657 |     
|                                           |  |      |           |     



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



Noninterest income (excluding securities gains) totaled $380,000 for the third quarter of 2003, up $101,000 or 36% from the second quarter level and
$179,000 or 89% compared to the same three month period in 2002. The improvement reflects steady growth in banking service fees; increased volume in loans originated for third parties and expanded revenues related to Florida Trust Company. Over the
last twelve months, assets under advisement at the Florida Trust Company have risen 53% to $110 million, resulting in an 86% increase in third quarter revenues at Florida Trust Company versus the same period last year.



Noninterest Expense  Noninterest expense totaled $2,289,000 for
the quarter, an increase of $59,000 or 3% from the prior quarter and $477,000 greater (up 26%) than the same period last year. The latter increase is primarily attributable to the full quarter impact during the current three month period of
additional staff, overhead and other related expense caused by the addition of the Companys new main office in Naples during the third quarter 2002, the operations of the Ft. Lauderdale bank and continued staff increases related to growth in
the Companys franchises.



10



---

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



|                            |  | Bank ofFlorida, N.A. Naples |         |   | Bank of Florida Ft. Lauderdale |   |        | FloridaTrustCompany |  |   | Other * |   |  | Bancsharesof Florida Consolidated |        
|--------------------------- |  | --------------------------- | ------- | - | ------------------------------ | - | ------ | ------------------- |  | - | ------- | - |  | --------------------------------- | -------
|For the Three Months Ended: |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        
|                            |  |                             |         |   |                               
|September 30, 2003          |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        
|Net interest income         |  | $                           | 1,109   |   |                                | $ | 416    |                     |  | $ | 14      |   |  | $                                 |       
|Noninterest income          |  |                             | 201     |   |                                |   | 51     |                     |  |   | 128     |   |  |                                   |       
|Provision for loan losses   |  |                             | 20      |   |                                |   | 61     |                     |  |   |        |   |  |                                   |       
|Noninterest expense         |  |                             | 1,201   |   |                                |   | 672    |                     |  |   | 217     |   |  |                                   | 199    
|                            |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        
|Net income (loss)           |  | $                           | 89      |   |                                | $ | (266   | )                   |  |   | (75     | ) |  | $                                 | (199   
|                            |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        
|End of period assets        |  | $                           | 145,409 |   |                                | $ | 58,545 |                     |  | $ | 2,641   |   |  | $                                 | (13,520
|                            |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        
|                            |  |                             |         |   |                               
|September 30, 2002          |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        
|Net interest income         |  | $                           | 865     |   |                                | $ | 66     |                     |  | $ |        |   |  | $                                 |       
|Noninterest income          |  |                             | 122     |   |                                |   | 10     |                     |  |   | 69      |   |  |                                   |       
|Provision for loan losses   |  |                             | 81      |   |                                |   | 55     |                     |  |   |        |   |  |                                   |       
|Noninterest expense         |  |                             | 1,038   |   |                                |   | 521    |                     |  |   | 192     |   |  |                                   | 61     
|                            |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        
|Net income (loss)           |  | $                           | (132    | ) |                                | $ | (500   | )                   |  |   | (123    | ) |  | $                                 | (61    
|                            |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        
|End of period assets        |  | $                           | 104,375 |   |                                | $ | 12,143 |                     |  | $ | 150     |   |  | $                                 | (2,921 
|                            |  |                             |         |   |                                |   |        |                     |  |   |         |   |  |                                   |        



For The Nine Months Ended September
30, 2003 Compared to The Nine Months Ended September 30, 2002



The net loss for the nine month period ended September 30, 2003 totaled $2,325,000 or $0.80 per share. This loss compares to a net loss of $1,694,000 or $1.00 per share for the same nine month period a year ago. Excluding the operations of
Bank of Florida in Ft. Lauderdale, which opened for business in July, 2002, the current period net loss totaled $1,029,000.



In the first nine-months of this year, net interest income rose 63% or $1,538,000 over the same 2002 period. Growth was contributed about equally by the
Companys Ft. Lauderdale Bank, which opened in early July 2002, and the founding, Naples Bank. Noninterest income, excluding gains on the sale of investment securities, increased $397,000 or 73% to $943,000 during the nine months ended
September 30, 2003 from $546,000 during the same nine month period in 2002. Growth in noninterest income was primarily attributable to increases at the Naples Bank and to Florida Trust Company.



11



---

Results of Operations



Net Interest Income  Net interest income totaled $3,982,000 for the nine-month period ended September 30, 2003, rising 63% or $1,537,000
compared with the same nine-month period in 2002. The net interest margin was 3.41%, off 30 basis points from the same period last year. The decline in the current nine month period reflects the impact of the Companys interest bearing assets
repricing at a faster rate than interest bearing liabilities during a period of significant rate reductions. This resulted in a 90 basis point decline in the yield on earning assets which was only partially offset by a corresponding 76 basis point
drop in the yield on interest bearing liabilities. The decrease in margin between the two periods was also attributable to an increase from 79% to 84% in the ratio of interest bearing liabilities to interest earning assets.



COMPARISON OF NINE MONTH PERIODS ENDED

SEPTEMBER 30, 2003 TO SEPTEMBER 30, 2002





|                             |  | Nine months ended September 30, 2003 and September 30, 2002 Increase (decrease) Due to Change in: |          
|---------------------------- |  | ------------------------------------------------------------------------------------------------- | ---------
|Change in:                   |  | AverageBalance                                                                                    |          
|Interest earned on:          |  |                                                                                                   |          
|Investments                  |  | $                                                                                                 | 249,745  
|Fed funds sold               |  |                                                                                                   | 27,722   
|Loans                        |  |                                                                                                   | 2,663,572
|                             |  |                                                                                                   |          
|Total interest income        |  |                                                                                                   | 2,941,039
|                             |  |                                                                                                   |          
|                             |  |                                                                                                   |          
|Interest paid on:            |  |                                                                                                   |          
|NOW & money markets accounts |  |                                                                                                   | 455,388  
|Savings                      |  |                                                                                                   | 1,214    
|Certificates of deposit      |  |                                                                                                   | 550,455  
|Other Borrowings             |  |                                                                                                   | (6,881   
|                             |  |                                                                                                   |          
|Total interest expense       |  |                                                                                                   | 1,000,176
|                             |  |                                                                                                   |          
|Net interest income          |  | $                                                                                                 | 1,940,863
|                             |  |                                                                                                   |          



Provision for Loan
Losses The provision for loan losses was $582,000 for the nine months ended September 30, 2003 compared to $377,000 for the same nine month period a year ago, reflective of loan growth.



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



|                                           |  | 2003 |           |   | 2002 |  
|------------------------------------------ |  | ---- | --------- | - | ---- | -
|Balance at beginning of period             |  | $    | 906,739   |   |      | $
|Charge-offs:                               |  |      | (26,452   | ) |      |  
|Recoveries:                                |  |      | 4,613     |   |      |  
|Provision for losses charged to operations |  |      | 581,757   |   |      |  
|                                           |  |      |           |   |      |  
|Balance at end of period                   |  | $    | 1,466,657 |   |      | $
|                                           |  |      |           |   |      |  



12



---

Noninterest Income Non interest income excluding gains on the sale of investment securities
increased $398,000 or 73% to $943,000 during the nine months ended September 30, 2003 from $546,000 during the same nine month period in 2002. The improvement reflects steady growth in banking service fees as well as expanded trust revenues. Over
the last twelve months, assets under advisement at the Florida Trust Company have risen 53% to $110 million, resulting in an 86% increase in third quarter revenue versus the same period last year.



Noninterest Expense  Noninterest expense totaled $6,678,000 for
the nine-month period ended September 30, 2003, an increase of $2,370,000 or 55% over the same period last year. The increase was primarily attributable to additional staff, overhead and other related expenses related to the addition of the
Companys new main office in Naples in third quarter 2002 and the opening of the new Bank in Ft. Lauderdale on July 16, 2002.



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





|                                                                                 |  | Three-Months Ended |       |  | Nine-MonthsEnded  |       |  | Year Ended       |   
|-------------------------------------------------------------------------------- |  | ------------------ | ----- |  | ----------------- | ----- |  | ---------------- | --
|                                                                                 |  | September 30,2003  |       |  | September 30,2003 |       |  | December 31,2003 |   
|Return on average assets                                                         |  | (0.97              | )%(1) |  | (1.83             | )%(1) |  | (2.57            | )%
|Return on average equity                                                         |  | (8.22              | )%(1) |  | (15.21            | )%(1) |  | (19.49           | )%
|Interest-rate spread during the period                                           |  | 3.21               | %(1)  |  | 3.01              | %(1)  |  | 3.04             | % 
|Net interest margin                                                              |  | 3.57               | %(1)  |  | 3.41              | %(1)  |  | 3.64             | % 
|Net charge-offs during the period to average loans outstanding during the period |  | (0.01              | )%    |  | 0.02              | %     |  | 0.09             | % 
|Allowance for loan losses to total loans                                         |  | 0.90               | %     |  | 0.90              | %     |  | 0.86             | % 
|Allowance for loan losses to nonperforming loans                                 |  | 729.68             | %     |  | 412.15            | %     |  | 352.82           | % 
|Nonperforming loans to total loans                                               |  | 0.12               | %     |  | 0.12              | %     |  | 0.24             | % 
|Nonperforming assets to total assets                                             |  | 0.10               | %     |  | 0.10              | %     |  | 0.18             | % 
|Average equity to average assets ratio                                           |  | 11.77              | %     |  | 12.06             | %     |  | 13.17            | % 
|(1) Annualized                                                                   |  |                    |       |  |                   |       |  |                  |   



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



|                           |  | Bank ofFlorida, N.A Naples |         |   | Bank ofFlorida Ft. Lauderdale |   |        | FloridaTrust Company |  |   | Other (*) |   |  | Bancsharesof Florida Consolidated |        
|-------------------------- |  | -------------------------- | ------- | - | ----------------------------- | - | ------ | -------------------- |  | - | --------- | - |  | --------------------------------- | -------
|For the Nine Months Ended: |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        
|                           |  |                            |         |   |                              
|September 30, 2003         |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        
|Net interest income        |  | $                          | 3,008   |   |                               | $ | 948    |                      |  | $ | 27        |   |  | $                                 | (1     
|Noninterest income         |  |                            | 551     |   |                               |   | 85     |                      |  |   | 317       |   |  |                                   | (1     
|Provision for loan losses  |  |                            | 332     |   |                               |   | 250    |                      |  |   |          |   |  |                                   |       
|Noninterest expense        |  |                            | 3578    |   |                               |   | 2,079  |                      |  |   | 633       |   |  |                                   | 387    
|                           |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        
|                           |  |                            |         |   |                              
|Net loss                   |  | $                          | (351    | ) |                               | $ | (1,296 | )                    |  |   | (289      | ) |  | $                                 | (389   
|                           |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        
|                           |  |                            |         |   |                              
|End of period assets       |  | $                          | 145,409 |   |                               | $ | 58,545 |                      |  | $ | 2,641     |   |  | $                                 | (13,520
|                           |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        
|                           |  |                            |         |   |                              
|September 30, 2002         |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        
|Net interest income        |  | $                          | 2,380   |   |                               | $ | 66     |                      |  | $ |          |   |  | $                                 |       
|Noninterest income         |  |                            | 328     |   |                               |   | 11     |                      |  |   | 207       |   |  |                                   |       
|Provision for loan losses  |  |                            | 322     |   |                               |   | 55     |                      |  |   |          |   |  |                                   |       
|Noninterest expense        |  |                            | 2,551   |   |                               |   | 1,150  |                      |  |   | 456       |   |  |                                   | 152    
|                           |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        
|                           |  |                            |         |   |                              
|Net loss                   |  | $                          | (165    | ) |                               | $ | (1,128 | )                    |  |   | (249      | ) |  | $                                 | (152   
|                           |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        
|                           |  |                            |         |   |                              
|End of period assets       |  | $                          | 104,375 |   |                               | $ | 12,143 |                      |  | $ | 150       |   |  | $                                 | (2,921 
|                           |  |                            |         |   |                               |   |        |                      |  |   |           |   |  |                                   |        



13



---

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



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



|                                                                                 |  | For the Three-Months Ended September 30, |            
|-------------------------------------------------------------------------------- |  | ---------------------------------------- | -----------
|                                                                                 |  | 2003                                     |            
|                                                                                 |  | AverageBalance                           |            
|Assets:                                                                          |  |                                          |            
|Earning Assets:                                                                  |  |                                          |            
|Interest Earning Deposits                                                        |  | $                                        | 45,802     
|Securities                                                                       |  |                                          | 9,926,172  
|Federal Funds Sold                                                               |  |                                          | 9,147,087  
|Loans                                                                            |  |                                          | 153,390,962
|                                                                                 |  |                                          |            
|Total Interest-Earning assets                                                    |  |                                          | 172,510,023
|Non Interest-earning assets                                                      |  |                                          | 13,857,912 
|                                                                                 |  |                                          |            
|Total Assets                                                                     |  | $                                        | 186,367,935
|                                                                                 |  |                                          |            
|Liabilities:                                                                     |  |                                          |            
|Interest-bearing liabilities:                                                    |  |                                          |            
|NOW & Money Market                                                               |  | $                                        | 68,766,627 
|Savings                                                                          |  |                                          | 1,116,999  
|Time Deposit                                                                     |  |                                          | 72,866,884 
|Other Borrowings                                                                 |  |                                          | 1,826,087  
|                                                                                 |  |                                          |            
|Total interest-bearing liabilities                                               |  | $                                        | 144,576,597
|Demand deposits                                                                  |  |                                          | 19,431,266 
|Other non-interest bearing liabilities                                           |  |                                          | 415,831    
|                                                                                 |  |                                          |            
|Total non-interest bearing liabilities                                           |  |                                          | 19,847,097 
|Stockholders Equity                                                             |  |                                          | 21,944,241 
|                                                                                 |  |                                          |            
|Total Liabilities & Stockholders Equity                                         |  | $                                        | 186,367,935
|                                                                                 |  |                                          |            
|Net interest income                                                              |  |                                          |            
|                                                                                 |  |                                          |            
|Interest-rate spread (1)                                                         |  |                                          |            
|Net Interest margin (2)                                                          |  |                                          |            
|Ratio of average interest-earning assets to average interest-earning liabilities |  |                                          |            



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

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



14



---

|                                                                                 |  | For the Nine-Months Ended September 30, |            
|-------------------------------------------------------------------------------- |  | --------------------------------------- | -----------
|                                                                                 |  | 2003                                    |            
|                                                                                 |  | AverageBalance                          |            
|Assets:                                                                          |  |                                         |            
|Earning Assets:                                                                  |  |                                         |            
|Interest Earning Deposits                                                        |  | $                                       | 4,974,961  
|Securities                                                                       |  |                                         | 9,669,972  
|Federal Funds Sold                                                               |  |                                         | 7,597,454  
|Loans                                                                            |  |                                         | 133,471,613
|                                                                                 |  |                                         |            
|Total Interest-Earning assets                                                    |  |                                         | 155,714,000
|Non Interest-earning assets                                                      |  |                                         | 13,297,961 
|                                                                                 |  |                                         |            
|Total Assets                                                                     |  | $                                       | 169,011,961
|                                                                                 |  |                                         |            
|                                                                                 |  |                                         |            
|Liabilities:                                                                     |  |                                         |            
|Interest-bearing liabilities:                                                    |  |                                         |            
|NOW & Money Market                                                               |  | $                                       | 60,198,111 
|Savings                                                                          |  |                                         | 1,152,634  
|Time Deposit                                                                     |  |                                         | 68,483,479 
|Other Borrowings                                                                 |  |                                         | 615,385    
|                                                                                 |  |                                         |            
|Total interest-bearing liabilities                                               |  | $                                       | 130,449,609
|Demand deposits                                                                  |  |                                         | 17,916,598 
|Other non-interest bearing liabilities                                           |  |                                         | 265,309    
|                                                                                 |  |                                         |            
|Total non-interest bearing liabilities                                           |  |                                         | 18,181,907 
|Stockholders Equity                                                             |  |                                         | 20,380,445 
|                                                                                 |  |                                         |            
|Total Liabilities & Stockholders Equity                                         |  | $                                       | 169,011,961
|                                                                                 |  |                                         |            
|Net interest income                                                              |  |                                         |            
|                                                                                 |  |                                         |            
|Interest-rate spread (1)                                                         |  |                                         |            
|Net Interest margin (2)                                                          |  |                                         |            
|Ratio of average interest-earning assets to average interest-earning liabilities |  |                                         |            



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

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

|
|



15



---

Liquidity and Capital Resources



Liquidity Management Liquidity management involves monitoring our sources and uses of funds in order to meet
day-to-day cash flow requirements while maximizing profits. Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity
management is made more complicated because different balance sheet components are subject to scheduled maturities and varying degrees of management control. For example, the timing of maturities of certain holdings in the investment portfolio is
very predictable and subject to a high degree of control at the time of purchase; other investment holdings, such as mortgage-backed securities, are much less predictable due to sensitivity to financial market rates. Net deposit inflows and
outflows, whether related to time deposits or nonmaturity instruments such as money market accounts or demand deposits, are also difficult to predict, as they are greatly influenced by general interest rates, economic conditions and competition.
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 and Securities Available for Sale Short-term investments, which consist of federal funds sold and interest-bearing deposits, averaged $9.2 million and $12.6 million in the three and nine months ended of 2003, as compared to $9.9 million and $7.9 million during the
comparative periods of 2002. At September 30, 2003 and December 31, 2002, short-term investments totaled $6.7 million and $21.4 million, respectively. The decrease during the current year is attributable to the higher rate of growth in the loan
portfolio than in the deposit base. These funds are a source of our liquidity and are generally invested in an earning capacity on an overnight basis.



The Company invests primarily in obligations of the United States or obligations guaranteed as to principal and interest by the United States and other
taxable securities. Both of the subsidiary banks enter into federal funds transactions with their principal correspondent banks, and primarily act as net sellers of such funds. The sale of Federal Funds amounts to a short-term loan from the Banks to
other banks.



Management determines the appropriate
classification of investment securities at the time of purchase. If management has the intent and the Company has the ability (or is required to for regulatory reasons) to hold these securities until maturity or on a long-term basis, they are
classified as held to maturity investments. Securities to be held for indefinite periods of time and not intended to be held to maturity or on a long-term basis are classified as available for sale. The volume of sales of available for sale
securities is based on several factors, including but not limited to changes in interest rates, resultant prepayment risk, liquidity needs at the Banks and other factors related to interest rate and resultant prepayment risk.



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 Deposits from our primary markets provide a relatively
stable funding source for our loan portfolio and other earning assets. Our total deposits were $167.2 million at September 30, 2003 versus $129.3 million at December 31, 2002. The proceeds of these deposits have been invested in longer term assets,
primarily commercial and commercial real estate loans. The funding requirements for loans have continued to grow in 2003 compared to 2002 levels. Total loans at September 30, 2003 have increased $16.5 million since June 30, 2003 and $57.8 million
since December 31, 2002. Non-interest bearing deposits represented 12% of average total deposits during the first nine months of 2003. Management continues a conscious effort to attract deposits from commercial relationships. The Company anticipates
that a stable base of deposits will be the primary source of funding to meet both its short-term and long-term liquidity needs in the future. However, as a result of the short-term nature of a substantial portion of the Companys deposit base,
its cost of funds is highly sensitive to fluctuations in rates of interest. The Company will need to maintain these deposits, or find alternative sources of liquidity, in order to maintain these assets. Although management believes a substantial
amount of the existing time deposits will renew, or substitute deposits will be originated, the need to maintain this liquidity may impact the Companys ability to react to changes in market rates of interest.



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





16



---

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



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



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



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



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



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



17



---

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





|                                         |  | Actual |        |       | Minimum Required For Capital Adequacy Purposes |   |        | Minimum Required To Be Well Capitalized Under PromptCorrective Action Regulations |       
|---------------------------------------- |  | ------ | ------ | ----- | ---------------------------------------------- | - | ------ | --------------------------------------------------------------------------------- | ------
|                                         |  | Amount |        | Ratio |                                                |   | Amount |                                                                                   | Ratio 
|Total capital (to risk weighted assets)  |  |        |        |       |                                                |   |        |                                                                                   |       
|Consolidated                             |  | $      | 23,411 |       | 14.75                                          | % |        | $                                                                                 | 12,701
|Bank of Florida N.A.                     |  | $      | 11,736 |       | 10.24                                          | % |        | $                                                                                 | 9,165 
|Bank of Florida                          |  | $      | 6,661  |       | 15.19                                          | % |        | $                                                                                 | 3,509 
|Tier 1 capital (to risk weighted assets) |  |        |        |       |                                                |   |        |                                                                                   |       
|Consolidated                             |  | $      | 21,944 |       | 13.82                                          | % |        | $                                                                                 | 6,350 
|Bank of Florida N.A.                     |  | $      | 10,649 |       | 9.30                                           | % |        | $                                                                                 | 4,582 
|Bank of Florida                          |  | $      | 6,281  |       | 14.32                                          | % |        | $                                                                                 | 1,755 
|Tier 1 capital (to average assets)       |  |        |        |       |                                                |   |        |                                                                                   |       
|Consolidated                             |  | $      | 21,944 |       | 11.77                                          | % |        | $                                                                                 | 7,455 
|Bank of Florida N.A.                     |  | $      | 10,649 |       | 7.59                                           | % |        | $                                                                                 | 5,611 
|Bank of Florida                          |  | $      | 6,281  |       | 12.35                                          | % |        | $                                                                                 | 2,034 



During the quarter
ended March 31, 2003 the Bancshares issued 1,000,000 shares of $0.01 par value common stock on the open market. The net proceeds from this offering of approximately $9.0 million have been or will be used for the acquisition of Florida Trust Company
by Bancshares from Bank of Florida N.A., additional capital contributions for the Banks and Florida Trust Company and to fund future growth and liquidity needs.



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



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



ITEM 3. CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures



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



(b) Change in Internal Controls





18



---

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



PART II.  OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) | EXHIBITS
|--- | --------



The following exhibits are filed with the Securities and Exchange Commission and are incorporated by reference into this form 10-QSB. The exhibits which are denominated by an (a.) were previously filed as a part of a
Registration Statement on Form SB-2 for Bancshares of Florida with the SEC on March 24, 1999, File No. 333-74997. The exhibits which are denominated by a (b.) were previously filed as a part of Amendment No. 1 to Form SB-2, filed with the SEC on May
7, 1999. The exhibits which are denominated by a (c.) were previously filed as a part of Form 10-KSB filed with the SEC on March 30, 2000. The exhibits which are denominated by a (d.) were previously filed as a part of an exhibit to Form 10-QSB/A-1
filed on December 3, 2001. The exhibits which are denominated by an (e.) were previously filed as a part of a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC on December 28, 2001, File No. 333-76094. The exhibits which are
denominated by an (f.) were previously filed as part of a Form 10-QSB/A filed on September 10, 2002. The exhibit numbers correspond to the exhibit numbers in the referenced document. (g.) were previously filed as a part of Form 10-KSB filed with the
SEC on March 30, 2003. The exhibits which are denominated by an (h.) were previously filed as part of a Form 10-QSB/A filed on August 12, 2003.



|ExhibitNumber |  | Description of Exhibit                                                                                                       
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|              | 
|a.3.1         |  | Amended and Restated Articles of Incorporation.                                                                              
|              | 
|a.3.2         |  | Bylaws.                                                                                                                      
|              | 
|3.3           |  | Amendment to Articles of Incorporation changing the corporate name filed as an exhibit to Form 8-K filed on October 29, 2001.
|              | 
|3.4           |  | Amendment to Articles of Incorporation changing the corporate name filed as an exhibit to Form 8-K filed on May 10, 2002.    
|              | 
|b.4.1         |  | Specimen Common Stock Certificate.                                                                                           
|              | 
|b.4.3         |  | Form of Stock Purchase Warrant1999 Offering.                                                                                
|              | 
|e.4.4         |  | Form of Stock Purchase Warrant2002 Offering.                                                                                
|              | 
|b.10.1        |  | Employment Agreement of Michael L. McMullan, dated as of April 28, 1999.                                                     
|              | 
|c.10.1.1      |  | Amendment to Employment Agreement of Michael L. McMullan dated August 24, 1999.                                              
|              | 
|f.10.1.2      |  | Amendment to Employment Agreement of Michael L. McMullan dated July 30, 2001.                                                
|              | 
|f.10.1.3      |  | Amendment to Employment Agreement of Michael L. McMullan dated August 30, 2002.                                              
|              | 
|c.10.4        |  | 1999 Stock Option Plan.                                                                                                      
|              | 
|c.10.5        |  | Form of Incentive Stock Option Agreement.                                                                                    
|              | 
|d.10.6        |  | Employment Agreement of Craig Sherman, dated as of May 3, 1999.                                                              
|              | 
|f.10.6.1      |  | Amendment to Employment Agreement of Craig Sherman, dated as of July 30, 2001.                                               
|              | 
|d.10.7        |  | Employment Agreement of Thomas M. Whelan, dated as of April 28, 1999.                                                        



19



---

|         | 
|-------- | 
|f.10.7.1 | 
|         | 
|f.10.8   | 
|         | 
|f.10.9   | 
|         | 
|f.10.10  | 
|         | 
|g.10.11  | 
|         | 
|h10.12   | 
|         | 
|h10.13   | 
|         | 
|21.1     | 
|         | 
|31.1     | 
|         | 
|31.2     | 
|         | 
|32.1     | 
|         | 
|32.2     | 



|(b) | REPORTS ON FORM 8-K
|--- | -------------------



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



|Date            |  | Subject                                                                                                 
|--------------- |  | --------------------------------------------------------------------------------------------------------
|                | 
|July 25, 2003   |  | Press release announcing the Companys results of operations for the fiscal quarter ended June 30, 2003.
|                | 
|August 13, 2003 |  | Report to shareholders concerning results of operations for the fiscal quarter ended June 30, 2003.     
|                | 
|August 22, 2003 |  | Form 8-K Announcing the Companys change in independent auditors.                                       









20



---

SIGNATURES



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







BANCSHARES OF FLORIDA, INC.


Dated: November 13, 2003

By:

/s/ MICHAEL L. MCMULLANMichael L. McMullan Chief Executive Officer (Principal Executive Officer)


Dated: November 13, 2003

By:

/s/ THOMAS M. WHELANThomas M. Whelan Chief Financial Officer (Principal Financial and Accounting Officer )








21