<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ____________________________

                                  FORM 10-KSB

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                       OR

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                    THE SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-19040

                     SOUTH FLORIDA BANK HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

                 FLORIDA                                65-0221393
        (State or other jurisdiction                 (I.R.S. Employer
      of incorporation or organization)             Identification No.)

2017 MCGREGOR BOULEVARD, FORT MYERS, FLORIDA              33901 
  (Address of principal executive offices)             (Zip Code)

    Registrant's telephone number, including area code: (941) 334-2020

    Securities registered pursuant to Section 12(b) of the Act: NONE
    Securities registered pursuant to Section 12(g) of the Act:


                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of Class)


         Check whether the issuer has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.  YES  X   NO 
                   ----    ----

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ X ]

         The issuer's revenues for its most recent fiscal year was $6,415,238.

         The aggregate market value of the Common Stock held by non-affiliates
of the issuer is $10,344,464, based on the price at which shares of common stock
were sold on March 13, 1998.

         As of March 13, 1998, there were issued and outstanding 1,210,975
shares of the issuer's Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

         1.      Portions of the 1997 Annual Report to Shareholders for the
year ended December 31, 1997 are incorporated into Part II, Items 5 through 8
of this Annual Report on Form 10-KSB.

         2.      Portions of the Proxy Statement for the Annual Meeting of
Shareholders to be held on April 28, 1998 to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days of the issuer's
fiscal year end are incorporated into Part III, Items 10 through 13 of this
Annual Report on Form 10-KSB.





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                               TABLE OF CONTENTS

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<S>      <C>                                                                                                    <C>
PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Item 1.  Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         General  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         Loan Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Investments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Correspondent Banking  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Data Processing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Effect of Governmental Policies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Interest and Usury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Insurance of Deposits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Bank Branching . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Capital Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Interstate Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Industry Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Competition  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11 
         Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Statistical Profile and Other Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

Item 3.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

Item 4.  Submission of Matters to a Vote of Security Holders  . . . . . . . . . . . . . . . . . . . . . . . .  12

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

Item 5.  Market for the Registrant's Common Equity
                          and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . .  13

Item 6.  Management's Discussion and Analysis of
                          Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . .  13

Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

Item 8.  Changes in and Disagreements with Accountants
                          on Accounting and Financial Disclosure  . . . . . . . . . . . . . . . . . . . . . .  13




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<S>                                                                                                          <C>
PART III   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

Item 9.   Directors, Executive Officers, Promoters and
                          Control Persons; Compliance with Section 16(a)
                          of the Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

Item 11.  Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . .  14

Item 12.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . . . . . . . . . .  14

SIGNATURES    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17

EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18





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                                      ii
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                                     PART I

ITEM 1.      BUSINESS

GENERAL

     South Florida Bank Holding Corporation ("Holding Corporation") is a
one-bank holding company registered under the Bank Holding Company Act of 1956,
as amended ("BHC Act").  The Holding Corporation was incorporated under the
laws of the State of Florida on September 14, 1990.  On January 30, 1991, the
Holding Corporation acquired all of the outstanding shares of common stock of
South Florida Bank ("Bank"), following Bank shareholder approval at a special
meeting held on December 19, 1990.  As a bank holding company, the Holding
Corporation is a legal entity separate and distinct from the Bank. At December
31, 1997, the Holding Corporation, its subsidiary Bank, and the Bank's two
wholly-owned subsidiaries, New Town Properties, Inc. and Valu Prop, Inc.
(collectively, the "Company") had consolidated total assets of $82.9 million,
total deposits of $73.1 million, and shareholders' equity of $7.6 million.  The
Holding Company's operating revenue and net income are derived solely from the
Bank through dividends and management fees.

     The Bank was organized in 1988 to serve the banking needs of the residents
of the City of Fort Myers and the other surrounding communities.  It began
operations on May 23, 1988.  The Bank is a Florida state-chartered bank and its
deposits are insured through the Bank Insurance Fund of the Federal Deposit
Insurance Corporation ("FDIC").  The Bank primarily engages in the business of
attracting deposits from the general public and investing those funds in real
estate, commercial and consumer loans.  The Bank provides a full range of
deposit accounts and credit services, as well as most other traditional
commercial and consumer banking services, including safe deposit services and
automated teller cards, which allow access to regional ATM networks and permit
the Bank's depositors to access their funds on a 24-hour basis in areas outside
the Bank's geographic market through the Honor System.

DEPOSITS

     The Bank's deposit services include business and individual checking
accounts, savings accounts, NOW accounts and certificates of deposit.  It is
the Bank's policy to monitor its competition in order to keep the rates paid on
its deposits at a competitive level.  Time deposits of $100,000 and over made
up 8.48% of the Bank's total deposits at December 31, 1997 as compared to 6.86%
at December 31, 1996.  The majority of the deposits of the Bank are generated
from Lee County.  The Bank does not accept brokered deposits.  At December 31,
1997, the Bank had $225,000 of public fund deposits, while as of December 31,
1996, the Bank had no public fund deposits.  At December 31, 1997 and 1996, no
single depositor accounted for more than 3% of the Bank's total deposits.
Management does not believe the Bank is dependent on a single deposit customer
or group of customers concentrated in a particular industry, whose loss or
insolvency would have a material adverse effect on the Bank's operations.





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<PAGE>   5


     Time deposits of $100,000 and over, public fund deposits and funds of
single depositors tend to be short-term in nature and more sensitive to changes
in interest rates than other types of deposits and, therefore, may be a less
stable source of funds.  In the event that existing short-term deposits are not
renewed, the resulting loss of the deposited funds could adversely affect the
Bank's liquidity.  In a rising interest rate market, such short-term deposits
may prove to be a costly source of funds because their short-term nature
facilitates renewal at increasingly higher interest rates, which may adversely
affect the Company's earnings.  However, the converse is true in a falling
interest rate market making such short-term deposits more favorable to the
Company.

LOAN PORTFOLIO

     The Bank's loans are concentrated in three major areas:  commercial loans,
real estate loans, and installment loans.  Approximately 18.69% of the Bank's
total loan portfolio at December 31, 1997, consisted of commercial loans as
compared to 18.31% at December 31, 1996.  The majority of the Bank's loans are
made on a secured basis.  At December 31, 1997 and 1996, no concentration of
loans within any portfolio category to any group of borrowers engaged in
similar activities or in a similar business exceeded 10% of total loans, except
that as of such date loans collateralized with mortgages on real estate
represented 65.32% and 66.31%, respectively, of the loan portfolio and were to
borrowers in varying activities and businesses.

     The Bank's commercial loans include loans to individuals and small- to
medium-sized businesses located primarily in Lee County for working capital,
equipment purchases, and various other business purposes.  A majority of the
Bank's commercial loans are secured by inventory, equipment or similar assets,
but these loans may also be made on an unsecured basis.  Commercial loans may
be made at variable- or fixed-interest rates; however, it is the Bank's policy
that those loans which will have terms or amortization schedules of longer than
one year will normally carry interest rates which vary with the prime interest
lending rate and will become payable in full and are generally refinanced in
three to five years.

     The Bank's real estate loans are secured by mortgages and consist
primarily of loans to individuals and businesses for various consumer and
business purposes (whether or not related to the real estate securing them).
The Bank also engages in lending to builders and individuals for the
construction of single-family residences.  These real estate loans may be made
at fixed- or variable-interest rates.  The Bank generally does not make
commercial loans for terms exceeding 20 years, but does make loans repayable in
monthly installments (based on up to a 20-year amortization schedule) which
become payable in full and are generally refinanced in three to five years.
The Bank's residential real estate loans generally are repayable in monthly
installments based on an amortization schedule of up to 20-years with
variable-interest rates; however, most loans are established with a short-term
call provision.

     The Bank's installment loan portfolio consists primarily of loans to
individuals for various consumer purposes, but includes some business purpose
loans which are payable on an installment basis.  The majority of these loans
are for terms of less than five years and are secured by liens





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on various personal assets of the borrowers, but installment loans may be made
on an unsecured basis.  Installment loans are made at fixed- and
variable-interest rates, and may be made based on up to a five-year
amortization schedule.

INVESTMENTS

     The Bank invests a portion of its assets in U.S. Treasury and U.S.
Government agency obligations, certificates of deposit, collateralized mortgage
obligations ("CMO's"), and federal funds sold.  The Bank's investments are
managed in relation to loan demand and deposit growth, and are generally used
to provide for the investment of excess funds at minimal risks while providing
liquidity to fund increases in loan demand or to offset fluctuations in
deposits.

     With respect to the Bank's investment portfolio, the Bank's total
portfolio may be invested in U.S. Treasury and general obligations of its
agencies because such securities generally represent a minimal investment risk.
Occasionally, the Bank purchases certificates of deposits of national and state
banks.  These investments may exceed $100,000 in any one institution (the limit
of FDIC insurance for deposit accounts).  CMO's are secured with Federal
National Mortgage Association ("FNMA") mortgage-backed securities and generally
have a shorter life than the stated maturity.  Federal funds sold is the excess
cash the Bank has available over and above daily cash needs.  This money is
invested on an overnight basis with approved correspondent banks.

     The Bank monitors changes in financial markets.  In addition to
investments for its portfolio, the Bank monitors its daily cash position to
ensure that all available funds earn interest at the earliest possible date.  A
portion of the investment account is designated as secondary reserves and
invested in liquid securities that can be readily converted to cash with
minimum risk of market loss.  These investments usually consist of U.S.
Treasury obligations, U.S. government agencies and federal funds.  The
remainder of the investment account may be placed in investment securities of
different type and longer maturity.  Daily surplus funds are sold in the
federal funds market for one business day.  The Bank attempts to stagger the
maturities of its securities so as to produce a steady cash-flow in the event
the Bank needs cash, or economic conditions change to a more favorable rate
environment.

CORRESPONDENT BANKING

     Correspondent banking involves one bank providing services to another bank
which cannot provide that service for itself from an economic or practical
standpoint.  The Bank is required to purchase correspondent services offered by
larger banks, including check collections, check filing, statement rendering,
purchase of Federal funds, security safekeeping, investment services, coin and
currency supplies, overline and liquidity loan participations and sales of
loans to or participation with correspondent banks.

     The Bank sells loan participations to correspondent banks with respect to
loans which exceed the Bank's lending limit.  Management of the Bank has
established correspondent relationships





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with the Independent Bankers' Bank of Florida, Barnett Bank and Compass Bank.
As compensation for services provided by a correspondent, the Bank maintains
certain balances with such correspondent in non-interest bearing accounts.
Such compensating balances are not deemed significant to the Bank's operations.

DATA PROCESSING

     The Bank outsources its data and item processing through service bureaus
that provide data processing services, including an automated general ledger,
deposit accounting, and commercial, mortgage and installment lending data
processing, as well as item processing.

EFFECT OF GOVERNMENTAL POLICIES

     The earnings and business of the Company are and will be affected by the
policies of various regulatory authorities of the United States, especially the
Board of Governors of the Federal Reserve System ("Federal Reserve Board").
The Federal Reserve Board, among other things, regulates the supply of credit
and deals with general economic conditions within the United States.  The
instruments of monetary policy employed by the Federal Reserve Board for these
purposes influence in various ways the overall level of investments, loans,
other extensions of credit and deposits, and the interest rates paid on
liabilities and received on assets.

INTEREST AND USURY

     The Bank is subject to numerous state and federal statutes that affect the
interest rates that may be charged on loans.  These laws do not, under present
market conditions, deter the Bank from continuing the process of originating
loans.

SUPERVISION AND REGULATION

     Bank Holding Company Regulation.  The Holding Corporation is a one-bank
holding company, registered with the Federal Reserve Board under the BHC Act.
As such, the Holding Corporation and the Bank are subject to the supervision,
examination, and reporting requirements of the BHC Act and the regulations of
the Federal Reserve Board.  The Holding Corporation is required to furnish to
the Federal Reserve an annual report of its operations at the end of each
fiscal year, and such additional information as the Federal Reserve Board may
require pursuant to the BHC Act.

     The BHC Act requires every bank holding company to obtain the prior
approval of the Federal Reserve Board before (i) it may acquire direct or
indirect ownership or control of any voting shares of any bank if, after such
acquisition, the bank holding company will directly or indirectly own or
control more than 5% of the total voting shares of the bank, (ii) it or any of
its subsidiaries, other than a bank, may acquire all or substantially all of
the assets of the bank, or (iii) it may merge or consolidate with any other
bank holding company.





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     The BHC Act further provides that the Federal Reserve may not approve any
transaction that would result in a monopoly or would be in furtherance of any
combination or conspiracy to monopolize or attempt to monopolize the business
of banking in any section of the United States, or the effect of which may be
substantially to lessen competition or to tend to create a monopoly in any
section of the country, or that in any other manner would be in restraint of
trade, unless the anticompetitive effects of the proposed transaction are
clearly outweighed by the public interest in meeting the convenience and needs
of the community to be served.  The Federal Reserve is also required to
consider the financial and managerial resources and future prospects of the
bank holding companies and banks concerned and the convenience and needs of the
community to be served.  Consideration of financial resources generally focuses
on capital adequacy and consideration of convenience and needs issues includes
the parties' performance under the Community Reinvestment Act of 1977 (the
"CRA"), both of which are discussed below.

     Banks are subject to the provisions of the CRA.  Under the terms of the
CRA, the appropriate federal bank regulatory agency is required, in connection
with its examination of a bank, to assess such bank's record in meeting the
credit needs of the community served by that bank, including low- and
moderate-income neighborhoods.  The regulatory agency's assessment of the
bank's record is made available to the public.  Further, such assessment is
required of any bank which has applied to (i) charter a national bank, (ii)
obtain deposit insurance coverage for a newly chartered institution, (iii)
establish a new branch office that will accept deposits, (iv) relocate an
office, or (v) merge or consolidate with, or acquire the assets or assume the
liabilities of, a federally regulated financial institution.  In the case of a
bank holding company applying for approval to acquire a bank or other bank
holding company, the Federal Reserve will assess the record of each subsidiary
bank of the applicant bank holding company, and such records may be the basis
for denying the application.

     The BHC Act generally prohibits the Holding Corporation from engaging in
activities other than banking or managing or controlling banks or other
permissible subsidiaries and from acquiring or retaining direct or indirect
control of any company engaged in any activities other than those activities
determined by the Federal Reserve Board to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto.  In
determining whether a particular activity is permissible, the Federal Reserve
Board must consider whether the performance of such an activity reasonably can
be expected to produce benefits to the public, such as greater convenience,
increased competition, or gains in efficiency, that outweigh possible adverse
effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interests, or unsound banking practices.  For
example, factoring accounts receivable, acquiring or servicing loans, leasing
personal property, conducting discount securities brokerage activities,
performing certain data processing services, acting as agent or broker in
selling credit life insurance and certain other types of insurance in
connection with credit transactions, and performing certain insurance
underwriting activities all have been determined by the Federal Reserve Board
to be permissible activities of bank holding companies.  Despite prior
approval, the Federal Reserve Board has the power to order a bank holding
company or its subsidiaries to terminate any activity or to terminate its
ownership or control of any subsidiary when it has





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reasonable cause to believe that continuation of such activity or such
ownership or control constitutes a serious risk to the financial safety,
soundness, or stability of any bank subsidiary of that bank holding company.

     Bank Regulation.  The Bank is chartered under the laws of the State of
Florida and its deposits are insured by the FDIC to the extent provided by law.
The Bank is subject to comprehensive regulation, examination and supervision by
the Florida Department of Banking and Finance (the "Florida Department") and
the FDIC and to other laws and regulations applicable to banks.  Such
regulations include limitations on loans to a single borrower and to its
directors, officers and employees; restrictions on the opening and closing of
branch offices; the maintenance of required capital and liquidity ratios; the
granting of credit under equal and fair conditions; and the disclosure of the
costs and terms of such credit.  The Bank is examined periodically by both the
Florida Department and the FDIC, to each of whom it submits periodic reports
regarding its financial condition and other matters.  Both the Florida
Department and the FDIC have a broad range of powers to enforce regulations
under their respective jurisdiction, and to take discretionary actions
determined to be for the protection of the safety and soundness of the Bank,
including the institution of cease and desist orders and the removal of
directors and officers.  These regulatory agencies also have the authority to
approve or disapprove mergers, consolidations, and similar corporate actions.

     There are various statutory and contractual limitations on the ability of
the Bank to pay dividends, extend credit, or otherwise supply funds to the
Holding Corporation.  The FDIC and the Florida Department also have the general
authority to limit the dividends paid by insured banks and bank holding
companies if such payment may be deemed to constitute an unsafe and unsound
practice.  Dividends and management fees from the Bank constitute the sole
source of funds for dividends to be paid by the Holding Corporation.  Under
Florida law applicable to banks and subject to certain limitations, after
charging off bad debts, depreciation and other worthless assets, if any, and
making provisions for reasonably anticipated future losses on loans and other
assets, the board of directors of a bank may declare a dividend of so much of
the bank's aggregate net profits for the current year combined with its
retained earnings (if any) for the preceding two years as the board shall deem
to be appropriate and, with the approval of the Florida Department, may declare
a dividend from retained earnings for prior years.  Before declaring a
dividend, a bank must carry 20% of its net profits for any preceding period as
is covered by the dividend to its surplus fund, until the surplus fund is at
least equal to the amount of its common stock then issued and outstanding.  No
dividends may be paid at any time when a bank's net income from the preceding
two years is a loss or which would cause the capital accounts of the bank to
fall below the minimum amount required by law, regulation, order or any written
agreement with the Florida Department or a federal regulatory agency.  Florida
law applicable to companies (including the Holding Corporation) provides that
dividends may be declared and paid only if, after giving it effect, (i) the
company is able to pay its debts as they become due in the usual course of
business, and (ii) the company's total assets would be greater than the sum of
its total liabilities plus the amount that would be needed if the company were
to be dissolved at the time of the dividend to





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satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the dividend.

     Under federal law, federally insured banks are subject, with certain
exceptions, to certain restrictions on any extension of credit to their parent
holding companies or other affiliates, on investment in the stock or other
securities of affiliates, and on the taking of such stock or securities as
collateral from any borrower.  In addition, such banks are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit or the providing of any property or service.

     The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") contained major regulatory reforms, stronger capital standards for
savings and loan associations and stronger civil and criminal enforcement
provisions.  FIRREA also provided that a depository institution insured by the
FDIC can be held liable for any loss incurred by, or reasonably expected to be
incurred by, the FDIC in connection with (i) the default of a commonly
controlled FDIC insured depository institution, or (ii) any assistance provided
by the FDIC to a commonly controlled FDIC insured institution in danger of
default.

     The FDIC Improvement Act of 1991 ("FDICIA") made a number of reforms
addressing the safety and soundness of deposit insurance funds, supervision,
accounting, and prompt regulatory action, and also implements other regulatory
improvements.  FDICIA also recapitalized the Bank Insurance Fund.  Annual
full-scope, on-site examinations are required of all insured depository
institutions.  The cost for conducting an examination of an institution may be
assessed to that institution, with special consideration given to affiliates
and any penalties imposed for failure to provide information requested.
Insured state banks also are precluded from engaging as principal in any type
of activity that is impermissible for a national bank, including activities
relating to insurance and equity investments.  FDICIA also recodified current
law restricting extensions of credit to insiders under the Federal Reserve Act.

     Also important in terms of its effect on banks has been the deregulation
of interest rates paid by banks on deposits and the types of deposit accounts
that may be offered by banks.  Most regulatory limits on permissible deposit
interest rates and minimum deposit amounts expired several years ago.  The
effect of the deregulation of deposit interest rates generally has been to
increase the costs of funds to banks and to make their costs of funds more
sensitive to fluctuations in money market rates.  A result of the pressure on
banks' interest margins due to deregulation has been a trend toward expansion
of services offered by banks and an increase in the emphasis placed on fee or
non-interest income.

     The Bank is directly affected by government monetary and fiscal policy and
by regulatory measures affecting the banking industry and the economy in
general.  The actions of the Board of Governors of the Federal Reserve as the
nation's central bank can directly affect the money supply and, in general,
affect the lending activities of banks by increasing or decreasing their cost
and availability of funds.  An important function of the Federal Reserve Board
is to regulate the





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national supply of bank credit.  Among the instruments of monetary policy used
by the Federal Reserve Board to implement this objective are open market
operations in United States government securities, changes in the discount rate
on member bank borrowings and changes in reserve requirements against bank
deposits.  These means are used in varying combinations to influence overall
growth of bank loans, investments and deposits, and interest rates charged on
loans or paid on deposits.  The monetary policies of the Federal Reserve Board
have had a significant effect on the operating results of commercial banks in
the past and are expected to continue to do so in the future.

     Congress has provided the federal bank regulatory agencies with an array
of powers to enforce laws, rules, regulations and orders.  Among other things,
the agencies may require that institutions cease and desist from certain
activities, may preclude persons from participating in the affairs of insured
depository institutions, may suspend or remove deposit insurance, and may
impose civil money penalties against institution-affiliated parties for certain
violations.

     The foregoing is a brief summary of certain statutes, rules, and
regulations affecting the Company and the Bank.  Numerous other statutes and
regulations have an impact on the operations of the Company and the Bank.
Supervision, regulation, and examination of banks by the bank regulatory
agencies are intended primarily for the protection of depositors, not
shareholders.

     Insurance of Deposits.  The Bank's deposit accounts are insured by the
FDIC up to a maximum of $100,000 per insured depositor.  The FDIC issues
regulations, conducts periodic examinations, requires the filing of reports and
generally supervises the operations of its insured banks.  Any insured bank
which is not operated in accordance with or does not conform to FDIC
regulations, policies and directives may be sanctioned for non-compliance.
Proceedings may be instituted against any insured bank or any director,
officer, or employee of such bank engaging in unsafe and unsound practices,
including the violation of applicable laws and regulations.  The FDIC has the
authority to terminate insurance of accounts pursuant to procedures established
for that purpose.

     Bank Branching.  Florida banks are permitted by statute to branch
statewide.  Such branch banking, however, is subject to prior approval by the
Florida Department and the FDIC.  Any approval by the Florida Department and
the FDIC would take into consideration several factors, including the Bank's
level of capital, the prospects and economics of the proposed branch office,
and other considerations deemed relevant by the Florida Department and the FDIC
for purposes of determining whether approval should be granted to open a branch
office.

     Capital Requirements.  Regulatory agencies have approved guidelines to
implement a risk-based capital framework that makes capital requirements more
sensitive to the risk profiles of individual banking companies.  These
guidelines define capital as either core (Tier 1) capital or supplementary
(Tier 2) capital.  Tier 1 capital consists primarily of shareholders' equity,
while Tier 2 capital is comprised of certain debt instruments and a portion of
the allowance for loan losses.  The Bank is required to have a Tier 1 capital
ratio of 4% and a total risk-based capital





                                      8
<PAGE>   12

ratio (Tier 1 plus Tier 2) of 8%.  At December 31, 1997, the Bank's Tier 1 and
total risk-based capital ratios were 14.20% and 15.46%, respectively.

     FDICIA contains "prompt corrective action" provisions pursuant to which
banks are to be classified into one of five categories based upon capital
adequacy, ranging from "well capitalized" to "critically undercapitalized" and
which require (subject to certain exceptions) the appropriate federal banking
agency to take prompt corrective action with respect to an institution which
becomes "significantly undercapitalized" or "critically undercapitalized".

     The FDIC has issued regulations to implement the "prompt corrective
action" provisions of FDICIA.  In general, the regulations define the five
capital categories as follows:  (i) an institution is "well capitalized" if it
has a total risk-based capital ratio of 10% or greater, has a Tier 1 risk-based
capital ratio of 6% or greater, has a leverage ratio of 5% or greater and is
not subject to any written capital order or directive to meet and maintain a
specific capital level for any capital measures; (ii) an institution is
"adequately capitalized" if it has a total risk-based capital ratio of 8% or
greater, has a Tier 1 risk-based capital ratio of 4% or greater, and has a
leverage ratio of 4% or greater; (iii) an institution is "undercapitalized" if
it has a total risk-based capital ratio of less than 8%, has a Tier 1
risk-based capital ratio that is less than 4% or has a leverage ratio that is
less than 4%; (iv) an institution is "significantly undercapitalized" if it has
a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based
capital ratio that is less than 3% or a leverage ratio that is less than 3%;
and (v) an institution is "critically undercapitalized" if its "tangible
equity" is equal to or less than 2% of its total assets.  The FDIC also, after
an opportunity for a hearing, has authority to downgrade an institution from
"well capitalized" to "adequately capitalized" or to subject an "adequately
capitalized" or "under-capitalized" institution to the supervisory actions
applicable to the next lower category, for supervisory concerns.  At December
31, 1997, the Bank had a total risk-based capital ratio of 15.46%, a Tier 1
risk-based capital ratio of 14.20%, and a leverage ratio of 8.55%.

     Generally, FDICIA requires that an "undercapitalized" institution must
submit an acceptable capital restoration plan to the appropriate federal
banking agency within 45 days after the institution becomes "undercapitalized"
and the agency must take action on the plan within 60 days.  The appropriate
federal banking agency may not accept a capital restoration plan unless, among
other requirements, each company having control of the institution has
guaranteed that the institution will comply with the plan until the institution
has been adequately capitalized on average during each of the four consecutive
calendar quarters and has provided adequate assurances of performance.  The
aggregate liability under this provision of all companies having control of an
institution is limited to the lesser of (i) 5% of the institution's total
assets at the time the institution becomes "undercapitalized" or (ii) the
amount which is necessary, or would have been necessary, to bring the
institution into compliance with all capital standards applicable to the
institution as of the time the institution fails to comply with the plan filed
pursuant to FDICIA.

     An "undercapitalized" institution may not acquire an interest in any
company or any other insured depository institution, establish or acquire
additional branch offices or engage in any new





                                      9
<PAGE>   13

business unless the appropriate federal banking agency has accepted its capital
restoration plan, the institution is implementing the plan, and the agency
determines that the proposed action is consistent with and will further the
achievement of the plan, or the FDIC determines the proposed action will
further the purpose of the "prompt corrective action" sections of FDICIA.

     If an institution is "critically undercapitalized," it must comply with
the restrictions described above.  In addition, the FDIC is authorized to
restrict the activities of any "critically undercapitalized" institution and to
prohibit such an institution, without the FDIC's prior written approval, from:
(i) entering into any material transaction other than in the usual course of
business; (ii) engaging in any covered transaction with affiliates (as defined
in Section 23A(b) of the Federal Reserve Act); (iii) paying excessive
compensation or bonuses; and (iv) paying interest on new or renewed liabilities
at a rate that would increase the institution's weighted average costs of funds
to a level significantly exceeding the prevailing rates of interest on insured
deposits in the institution's normal market areas.

     The "prompt corrective action" provisions of FDICIA also provide that in
general no institution may make a capital distribution if it would cause the
institution to become "under-capitalized".  Capital distributions include cash
(but not stock) dividends, stock purchases, redemptions, and other
distributions of capital to the owners of an institution.

     Additionally, FDICIA requires, among other things, that (i) only a "well
capitalized" depository institution may accept brokered deposits without prior
regulatory approval and (ii) the appropriate federal banking agency annually
examine all insured depository institutions, with some exceptions for small,
"well capitalized" institutions and state-chartered institutions examined by
state regulators.  FDICIA also contains a number of consumer banking
provisions, including disclosure requirements and substantiative contractual
limitations with respect to deposit accounts.

     Interstate Banking.  The Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1995 provides for nationwide interstate banking and
branching.  Under the law, interstate acquisitions of banks or bank holding
companies in any state by bank holding companies in any other state will be
permissible one year after enactment.  Interstate branching and consolidation
of existing bank subsidiaries in different states became permissible beginning
June 1, 1997.  The Florida legislature also has enacted a law that allows
out-of-state bank holding companies (located in states that allow Florida bank
holding companies to acquire banks and bank holding companies in that state) to
acquire Florida banks and Florida bank holding companies.  The law essentially
provides for out-of-state entry by acquisition only (and not by interstate
branching) and requires the acquired Florida bank to have been in existence for
at least two years.





                                     10
<PAGE>   14

INDUSTRY RESTRUCTURING

     For well over a decade, the banking industry has been undergoing a
restructuring process which is anticipated to accelerate during the next
decade.  The restructuring has been caused by the dramatic product and
technological innovations in the financial services industry, deregulation of
interest rates, and increased competition from foreign and nontraditional
banking competitors, and has been characterized principally by the gradual
erosion of geographic barriers to intrastate and interstate banking, the
gradual expansion of investment and lending authorities for bank institutions,
and the failure of a growing number of financial institutions.

     Members of Congress and the administration have indicated their intention
to consider additional legislation designed to institute reforms to promote the
viability of the industry.  Certain of the proposals would revise the federal
regulatory structure for insured depository institutions; others would affect
the nature of products, services, and activities that bank holding companies
and their subsidiaries may offer or engage in, and the types of entities that
may control depository institutions.  There can be no assurance as to whether
or in what form any such proposed legislation might be enacted, or what impact
such legislation might have upon the Company.

COMPETITION

     The Company encounters strong competition both in making loans and
attracting deposits.  The deregulation of the banking industry and the
widespread enactment of state laws which permit multi-bank holding companies as
well as an increasing level of interstate banking have created a highly
competitive environment for commercial banking in Lee County.  In one or more
aspects of its business, the Bank competes with other commercial banks, savings
and loan associations, credit unions, finance companies, mutual funds,
insurance companies, brokerage and investment banking companies, and other
financial intermediaries operating in Lee County and elsewhere.  Most of these
competitors, some of which are affiliated with bank holding companies, have
substantially greater resources and lending limits, and may offer certain
services that the Bank does not currently provide.  In addition, many of the
Bank's non-bank competitors are not subject to the same extensive federal
regulations that govern bank holding companies and federally insured banks.
Recent federal and state legislation has heightened the competitive environment
in which financial institutions must conduct their business, and the potential
for competition among financial institutions of all types has increased
significantly.

     To compete, the Bank relies upon specialized services, responsive handling
of customer needs, and personal contacts by its officers, directors, and staff.
The large multi-branch banks compete primarily by rate and location of branches
and smaller independent financial institutions tend to compete primarily by
rate.





                                     11
<PAGE>   15

EMPLOYEES

     As of December 31, 1997, the Company had 33 full-time employees and three
part-time employees.  The employees are not represented by a collective
bargaining unit.  The Company believes that its employee relations are
excellent.

STATISTICAL PROFILE AND OTHER FINANCIAL DATA

     Reference is hereby made to the statistical and financial data contained
in the section captioned "Management's Discussion and Analysis of Financial
Condition and Results of Operations," which is included in the Holding
Corporation's 1997 Annual Report to Shareholders and incorporated in this
report under Item 7 of Part II, for statistical and financial data providing a
review of the Company's business activities.

ITEM 2.      PROPERTIES

     The Bank's main office is located at 2017 McGregor Boulevard, in the
downtown area of the City of Fort Myers, Florida.  The property is an older
two-story building of approximately 6,500 square feet, which was leased by the
Bank until its purchase by the Bank in February, 1998.  The Bank also leases
space adjacent to the main office until 1999.

     The Bank has a branch office located at 1500 Colonial Boulevard.  The Bank
leases space in a two-story building for a term expiring in 2000, with three
renewal options for additional five-year periods each.  The Bank also has a
branch office located at the intersection of Daniels Road and Metro Parkway and
operating out of a modular building.  The Bank leases ground space for the
office pursuant to an one-year lease expiring in 1999.  The land is being
leased from a general partnership in which certain of the directors of the
Holding Corporation and the Bank serve as general partners.  The Bank has a
branch office located at 15280 McGregor Boulevard, which is leased for a term
expiring in 2002.

ITEM 3.      LEGAL PROCEEDINGS

     The Bank is a party to various legal proceedings in the ordinary course of
its business, including proceedings to collect loans or enforce security
interests.  In the opinion of management of the Company, none of the legal
proceedings currently pending will, when resolved, have a material adverse
effect on the business or financial condition of the Company on a consolidated
basis.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of Holding Corporation security
holders during the fourth quarter of the year ended December 31, 1997.





                                     12
<PAGE>   16

                                    PART II

ITEM 5.      MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

     The information contained under the section captioned "Capital Stock" in
the Annual Report is incorporated herein by reference.


ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

     The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
the Annual Report is incorporated herein by reference.


ITEM 7.      FINANCIAL STATEMENTS

     The following financial statements and the supplementary financial
information included in the 1997 Annual Report to Shareholders are incorporated
herein by reference:

           1.    The consolidated financial statements, together with the
report thereon of Brewer, Beemer, Kuehnhackl & Koon, P.A. dated January 29,
1998.

           2.    Management's Discussion and Analysis of Financial Condition
and Results of Operations and related statistical information.

     With the exception of the aforementioned information and the information
incorporated in Items 5, 6, 7, and 8, the 1997 Annual Report to Shareholders is
not to be deemed filed as part of this Form 10-K Report.


ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

     None





                                     13
<PAGE>   17

                                    PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The information contained under the sections captioned "Directors" and
"Executive Officers" under "Election of Directors" and under the section
"Section 16(a) Reporting Requirements" in the registrant's definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on April 28, 1998,
to be filed with the SEC pursuant to Regulation 14A within 120 days of the
registrant's fiscal year end (the "Proxy Statement"), is incorporated herein by
reference.


ITEM 10.   EXECUTIVE COMPENSATION

     The information contained in the sections captioned "Information About the
Board of Directors and Its Committees", "Executive Compensation and Benefits"
and "Information on Benefit Plans and Policies" under "Election of Directors"
in the Proxy Statement, is incorporated herein by reference.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information contained in the sections captioned "Directors" and
"Management Stock Ownership" under "Election of Directors," in the Proxy
Statement, is incorporated herein by reference.


ITEM 12.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)   THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

           1.  FINANCIAL STATEMENTS

               Report of Independent Certified Public Accountants

               Consolidated Statements of Financial Condition as of 
               December 31, 1997 and 1996

               Consolidated Statements of Operations for the years ended
               December 31, 1997, 1996, and 1995

               Consolidated Statements of Changes in Shareholders' Equity for
               the years ended December 31, 1997, 1996, and 1995





                                     14
<PAGE>   18

               Consolidated Statements of Cash Flows for the years ended
               December 31, 1997, 1996, and 1995

               Notes to Consolidated Financial Statements


           2.  FINANCIAL STATEMENT SCHEDULES

               All schedules have been omitted as the required information is
               either inapplicable or included in the Notes to Consolidated
               Financial Statements.

           3.  EXHIBITS

               3.1     Articles of Incorporation of South Florida Bank Holding
                       Corporation (Incorporated by reference to Exhibit 3.1 to
                       the Holding Corporation's Registration Statement No.
                       33-37385 (the "Registration Statement")).

               3.2     Articles of Amendment to Articles of Incorporation of
                       South Florida Bank Holding Corporation (Incorporated by
                       reference to Exhibit 3.2 to the Holding Corporation's
                       Form 10-K for its year ending December 31, 1993).

               3.3     Amended and Restated Bylaws of the Holding Corporation
                       (Incorporated by reference to Exhibit 3.2 to the Holding
                       Corporation's Form 10-K for its year ended December 31,
                       1990).

               10.1    Employment Agreement dated July 1, 1996 between South
                       Florida Bank Holding Corporation and William P. Valenti
                       (Incorporated by reference to Exhibit 10.1 to the
                       Holding Corporation's Form 10-Q for the quarterly period
                       ended June 30, 1996.)*

               10.2    Employment Agreement dated July 1, 1996 between South
                       Florida Bank Holding Corporation and Harold S. Taylor,
                       Jr. (Incorporated by reference to Exhibit 10.3 for the
                       Holding Corporation's Form 10-Q for the quarterly period
                       ended June 30, 1996.)*

               10.3    South Florida Bank Holding Corporation Officers' and
                       Employees' Stock Option Plan (Incorporated by reference
                       to Exhibit 10.4 to the Holding Corporation's Form 10-K
                       for its year ended December 31, 1993).*

               10.4    South Florida Bank Holding Corporation Incentive Stock
                       Option Agreement dated April 27, 1993 with William P.
                       Valenti (Incorporated by reference to Exhibit 10.5 to
                       the Holding Corporation's Form 10-K for its year ended
                       December 31, 1993).*





                                     15
<PAGE>   19

               

               10.5    South Florida Bank Holding Corporation Incentive
                       Stock Option Agreement dated February 15, 1995 with
                       Harold S. Taylor, Jr. (Incorporated by reference to
                       Exhibit 10.7 to the Holding Corporation's Form 10-K for
                       its year ended December 31, 1993).*

               10.6    Lease Agreement dated May 1, 1995 between Leo W.
                       Englehardt and South Florida Bank, regarding lease of
                       main Bank office at 2017 McGregor Boulevard, Fort Myers,
                       Florida.  (Incorporated by reference to Exhibit 10.8 to
                       the Holding Corporation's Form 10-K for its year ended
                       December 31, 1995.)

               10.7    Lease Agreement dated December 8, 1989 between Apex
                       Properties and South Florida Bank regarding lease of
                       branch banking office at 1500 Colonial Boulevard, Fort
                       Myers, Florida (Incorporated by reference to Exhibit
                       10.7 to the Registration Statement)

               10.8    Letter dated August 18, 1997 relating to Daniels & Metro
                       Parkway Lease Extension

               10.9    Lease Agreement dated July 31, 1992 between The Daniels
                       & Metro Group and South Florida Bank regarding lease of
                       branch banking office at the northeast corner of Metro
                       Parkway, Lee County, Florida (Incorporated by reference
                       to listing of Exhibits to the Holding Corporation's Form
                       10-K for its year ended December 31, 1992).

               10.10   Lease Agreement dated April 25, 1990 by and between Mann
                       Enterprises and the Bank (and amendment thereto dated
                       June 27, 1996) (Incorporated by reference to Exhibit
                       10.10 to the Holding Corporation's Form 10-KSB for its
                       year ended December 31, 1996).

               10.11   Lease for Branch Bank dated May 14, 1997 by and between
                       Arthur K. Knudsen, Jr. and Christie K. Knudsen and the
                       Bank regarding lease of real property at 15280 McGregor
                       Boulevard, Fort Myers, Florida

               13.1    South Florida Bank Holding Corporation 1997 Annual Report

               21.1    Subsidiaries of the Registrant.

               27.1    Financial Data Schedule (for SEC use only)

     (b)   REPORTS ON FORM 8-K

           No Current Reports on Form 8-K were filed by the Holding Corporation
           during the last fiscal quarter covered by this report.  

-------------
*  Represents a management contract or compensatory plan or arrangement required
   to be filed as an exhibit.





                                     16
<PAGE>   20

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Fort Myers, State of Florida, on the 17th day of March, 1998.

                                        SOUTH FLORIDA BANK HOLDING CORPORATION

                                        By: /s/ William P. Valenti 
                                           ---------------------------------
                                           William P. Valenti, President and 
                                           Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 17th, 1998.



<TABLE>
<CAPTION>

      Signature                                    Title
      ---------                                    -----
<S>                                        <C>
/s/ Robert Ernest Hendry                   Chairman of the Board
-------------------------------------
Robert Ernest Hendry


/s/ William P. Valenti                     President and Chief Executive Officer and Director 
-------------------------------------      (Principal financial officer)
William P. Valenti                         


/s/ Robert C. Adkins                       Director
-------------------------------------
Robert C. Adkins


/s/ Ronald D. Focht                        Director
-------------------------------------
Ronald D. Focht


/s/ Carole A. Green                        Director
-------------------------------------
Carole A. Green


/s/ James T. Humphrey, Jr.                 Director
-------------------------------------
James T. Humphrey, Jr.


/s/ George T. Mann, Jr.                    Director
-------------------------------------
George T. Mann, Jr.


/s/ Wallace M. Tinsley                     Director
-------------------------------------
Wallace M. Tinsley


/s/ Jim Booth                              Vice President and Controller
-------------------------------------      (Principal accounting officer)
Jim Booth                                  


</TABLE>




                                      17
<PAGE>   21

     

                     South Florida Bank Holding Corporation
                                  Form 10-KSB
                    For Fiscal Year Ending December 31, 1997


                                EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit                                                                          Page
  No.                            Exhibit                                          No.
-------                   -----------------------------------------------         ----
<S>                       <C>                                                    <C>
10.8                      Letter dated August 18, 1997 relating to
                          Daniels & Metro Parkway Lease Extension

10.11                     Lease for Branch Bank dated May 14, 1997 by
                          and between Arthur K. Knudsen, Jr. and
                          Christie K. Knudsen and the Bank regarding
                          lease of real property at 15280 McGregor Boulevard,
                          Fort Myers, Florida

13.1                      South Florida Bank Holding Corporation 1997
                          Annual Report

21.1                      Subsidiaries of the Registrant

27.1                      Financial Data Schedule (for SEC use only)
</TABLE>


                                      18