<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

      For the quarterly period ended September 30, 2003

                                       OR

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

      For the transition period from _________________ to ______________________

                           Commission File No. 0-25079

                       MICHIGAN COMMUNITY BANCORP LIMITED
      (Exact name of small business registrant as specified in its charter)

         MICHIGAN                                        38-3390193
 (State of incorporation)                   (I.R.S. Employer Identification No.)

                              43850 SCHOENHERR ROAD
                           STERLING HEIGHTS, MI 48313
              (Address of principal executive offices and zip code)

                                 (586) 532-8000
                         (Registrant's telephone number)

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 report (s), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes   X    No
                                  -----     -----

As of November 12, 2003 the Registrant had 1,247,345 shares of Common Stock
issued and outstanding.

Transitional Small Business Disclosure Format (check one)

                              Yes        No   X
                                  -----     -----





<PAGE>

                       MICHIGAN COMMUNITY BANCORP LIMITED

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                     <C>
Part I -- FINANCIAL INFORMATION

Item 1.  Financial Statements ...........................................

         Consolidated statements of financial condition at September 30, 2003
                  (unaudited) and December 31, 2002......................................................... 3

         Consolidated statements of operations (unaudited) for the three and nine month
                  periods ended September 30, 2003 and 2002................................................. 4

         Consolidated statements of changes in stockholders' equity (unaudited) for
                  the nine month period ended September 30, 2003............................................ 5

         Consolidated statements of cash flows (unaudited) for the nine month periods
                  ended September 30, 2003 and 2002......................................................... 6

             Notes to consolidated financial statements..................................................... 7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of  Operations............. 9

Item 3.  Controls and Procedures............................................................................19

Part II -- OTHER INFORMATION

Item 1.  Legal Proceedings..................................................................................19

Item 2.  Changes in Securities..............................................................................20

Item 4.  Submission of Matters to a Vote of Security Holders................................................20

Item 5.  Other Information..................................................................................20

Item 6.  Exhibits and Reports on Form 8-K ..................................................................21

Signatures..................................................................................................22
</TABLE>



                                        2
<PAGE>
                       MICHIGAN COMMUNITY BANCORP LIMITED
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,      DECEMBER 31,
($ in thousands)                                                                           2003              2002
                                                                                      -------------------------------
                                                                                       (Unaudited)
<S>                                                                                   <C>                <C>
ASSETS
Cash and due from banks                                                                  $ 2,750           $ 2,829
Federal funds sold                                                                         7,050                 -
Interest bearing deposits in bank                                                             44               647
-------------------------------------------------------------------------------------------------------------------
Total cash and cash equivalents                                                            9,844             3,476
Available-for-sale securities                                                                970               996
Federal Home Loan Bank stock, at cost                                                         95                93
Loans held for sale                                                                        1,322             2,188
Loans                                                                                     29,869            37,616
Less allowance for loan losses                                                             1,020             1,049
-------------------------------------------------------------------------------------------------------------------
Net loans                                                                                 28,849            36,567
Premises and equipment, net                                                                  511               628
Interest receivable and other assets                                                         942               208
Assets held for sale (See Note C)                                                         27,712            34,222
-------------------------------------------------------------------------------------------------------------------

Total assets                                                                             $70,245           $78,378
===================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Noninterest-bearing deposits                                                             $ 7,223           $ 2,621
Interest-bearing deposits                                                                 32,142            37,536
-------------------------------------------------------------------------------------------------------------------
Total deposits                                                                            39,365            40,157
Borrowings                                                                                     -               800
Interest payable and other liabilities                                                       507               603
Liabilities held for sale (See note C)                                                    24,603            31,179
-------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                         64,475            72,739
Common stock subject to redemption (25,454 shares)                                           141               141
Stockholders' equity:
Preferred stock- stated value $12; authorized 1,000,000 shares, 0 and 20,834                   -               250
 shares issued and outstanding at September 30, 2003 and  December 31, 2002,
 respectively
Common stock - stated value $5; authorized 9,000,000 shares, 1,247,345 and
 1,184,843 shares issued and outstanding at September 30, 2003 and                         6,047             5,797
 December 31, 2002, respectively
Additional paid-in capital                                                                 6,195             6,195
Accumulated deficit                                                                       (6,618)           (6,797)
Accumulated other comprehensive income                                                         5                53
-------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                                 5,629             5,498
-------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                               $70,245           $78,378
===================================================================================================================

</TABLE>

See notes to consolidated financial statements.



                                        3
<PAGE>
                       MICHIGAN COMMUNITY BANCORP LIMITED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             NINE MONTHS ENDED                      THREE MONTHS ENDED
                                                       -----------------------------         ------------------------------
                                                       SEPTEMBER 30     SEPTEMBER 30         SEPTEMBER 30      SEPTEMBER 30
($ in thousands, except per share data)                    2003             2002                 2003              2002
                                                       -----------------------------         ------------------------------
<S>                                                     <C>              <C>                  <C>               <C>
INTEREST INCOME
Interest and fees on loans                              $    1,884       $    2,221           $      575        $      730
Interest on securities                                          24               59                    8                16
Interest on federal funds sold                                  18               15                    8                 5
---------------------------------------------------------------------------------------------------------------------------
Total interest income                                        1,926            2,295                  591               751

INTEREST EXPENSE
Interest expense on deposits                                   724              899                  215               300
---------------------------------------------------------------------------------------------------------------------------
Net interest income                                          1,202            1,396                  376               451
Provision for loan losses                                      128              255                   75               210
---------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses          1,074            1,141                  301               241

NONINTEREST INCOME
Service charges on deposits                                    241              102                   87                39
Gain on sale of loans                                          219               42                   75                11
Other service charges and fees                                  28               25                    9                 8
Other                                                           23                5                    -                 1
---------------------------------------------------------------------------------------------------------------------------
Total noninterest income                                       511              174                  171                59

Noninterest expense
Salaries and employee benefits                                 751              836                  216               277
Occupancy and equipment                                        335              536                  133               293
Professional fees                                               99              209                    4               135
Data processing fee                                            133              115                   41                33
Other                                                          181              428                   58               284
---------------------------------------------------------------------------------------------------------------------------
Total noninterest expense                                    1,499            2,124                  452             1,022
---------------------------------------------------------------------------------------------------------------------------
Net income (loss) from continuing operations                    86             (809)                  20              (722)
Net income from discontinued operations (Note C)                93               32                   41              (139)
---------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                       $      179       $     (777)          $       61        $     (861)
===========================================================================================================================

Average common shares outstanding                        1,205,677        1,159,389            1,247,345         1,159,389
NET INCOME (LOSS) PER COMMON SHARE:
     Basic and fully diluted
     Continuing operations                              $     0.07       $    (0.70)          $     0.02        $    (0.62)
     Discontinued operations                                  0.08             0.03                 0.03             (0.12)
                                                        ----------       ----------           ----------        ----------
     Net income (loss) per common share                 $     0.15       $    (0.67)                0.05        $    (0.74)
                                                        ==========       ==========           ==========        ==========
</TABLE>

See notes to consolidated financial statements.




                                        4
<PAGE>

                       MICHIGAN COMMUNITY BANCORP LIMITED
                 CONSOLIDATED STATEMENTS IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                       Additional                       Accum. Other       Total
                                                Capital Stock           Paid-In      Accumulated       Comprehensive   Shareholders'
($ in thousands)                             Preferred    Common        Capital        Deficit             Income          Equity
                                             ---------   -------       ----------    -----------       -------------   -------------
<S>                                          <C>         <C>           <C>           <C>               <C>             <C>
BALANCE AT JANUARY 1, 2003                     $ 250     $ 5,797        $ 6,195       $ (6,797)             $ 53          $ 5,498
Converted Preferred Stock                       (250)    $   250
Other Comprehensive Income:                                                   -              -                 -                -
     Net income                                                                            179                                179
    Change in unrealized gain on available-
        for-sale-securities                                                                                  (48)             (48)
                                                                                                                          -------
    Comprehensive income                                                                                                      131
---------------------------------------------------------------------------------------------------------------------------------

BALANCE AT SEPTEMBER 30, 2003                  $   -     $ 6,047        $ 6,195       $ (6,618)             $  5          $ 5,629
                                               =====     =======        =======       ========              ====          =======

</TABLE>


See notes to consolidated financial statements.


                                        5
<PAGE>

                       MICHIGAN COMMUNITY BANCORP LIMITED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                              NINE MONTHS ENDED
                                                                                     ----------------------------------
($ in thousands)                                                                     SEPTEMBER 30          SEPTEMBER 30
                                                                                         2003                  2002
                                                                                     -----------------------------------
<S>                                                                                  <C>                   <C>
OPERATING ACTIVITIES
  Net income (loss)                                                                    $   179               $  (777)
  Adjustments to reconcile net income (loss) to net cash provided by
  operating activities:
      Depreciation and amortization                                                        117                   121
      Provision for loan losses                                                            128                   255
      Accretion of securities                                                              (48)                  (13)
      Decrease in loans held for sale                                                      866                   765
      (Decrease) increase in interest receivable and other assets                         (734)                  175
      (Decrease) increase in interest payable and other liabilities                        (96)                  320
---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                  412                   846

INVESTING ACTIVITIES
  Disposals (purchases) of available-for-sale securities                                    26                  (579)
  (Purchase) sale of Federal Home Loan Bank stock                                           (2)                   16
  Net decrease (increase) in loans                                                       7,590                (1,056)
  Change in net assets of discontinued operations held for sale                            (66)                   53
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in)  investing activities                                     7,548                (1,566)

FINANCING ACTIVITIES
  Decrease in borrowings                                                                  (800)                    -
  Net (decrease) increase in deposits                                                     (792)                5,438
  Sale of preferred stock                                                                    -                   250
  Cost of common stock offering                                                              -                   (55)
---------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities                                     (1,592)                5,633
---------------------------------------------------------------------------------------------------------------------
Net increase cash and cash equivalents                                                   6,368                 4,913
Cash and cash equivalents, beginning of period                                           3,476                 3,039
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                               $ 9,844               $ 7,952
=====================================================================================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid for:
  Interest                                                                             $   758               $   916

</TABLE>


See notes to consolidated financial statements.



                                        6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MICHIGAN COMMUNITY BANCORP LIMITED

NINE MONTHS ENDED SEPTEMBER 30, 2003


NOTE A -- BASIS OF PRESENTATION

    The financial statements of Michigan Community Bancorp Limited (the
"Corporation") include the consolidation of its wholly-owned subsidiaries,
Lakeside Community Bank and North Oakland Community Bank (collectively, the
"Banks").

    The unaudited financial statements as noted in the table of contents are for
interim periods, and do not include all disclosures normally provided with
annual financial statements. The interim statements should be read in
conjunction with the consolidated financial statements and footnotes contained
in the Corporation's Annual Report on Form 10-KSB for the year ended December
31, 2002.

    In the opinion of management, the interim statements referred to above
contain all adjustments (consisting only of normal recurring items and the
discontinued operations described in Note C) necessary for a fair presentation
of the consolidated financial statements. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year.

NOTE B -- EARNINGS PER SHARE

    Earnings per common share are calculated on the basis of the weighted
average number of common shares outstanding. The weighted average common shares
outstanding were 1,205,677 for the nine-month period ended September 30, 2003
and 1,159,389 for the nine-month period ended September 30, 2002.

NOTE C -- DISCONTINUED OPERATIONS

    During the first quarter of 2003 the Board of Directors authorized the sale
of North Oakland Community Bank. That decision was the result of North Oakland's
past operating performance and the need to improve Lakeside's capital position.
As a result, the assets and liabilities of North Oakland are presented as
held-for-sale on the accompanying consolidated balance sheets and its operations
are reported as discontinued on the accompanying consolidated statements of
operations, in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 144. A definitive agreement to sell
substantially all of the assets and liabilities of North Oakland was consummated
in October, 2003.

    Major components of North Oakland's assets and liabilities held for sale (in
thousands) as of September 30, 2003 and December 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                        2003                    2002
                                        ----                    ----
<S>                                <C>                      <C>
      ASSETS
      Investments                  $    5,047                $    4,026
      Loans, net                       22,179                    28,023
      Other                               486                       781

      LIABILITIES
      Deposits                         24,497                    30,991
      Other                               127                       188
</TABLE>


                                        7
<PAGE>

    Summarized results of North Oakland's operations for the nine months ended
September 30, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>
                                                         2003                        2002
                                                         ----                        ----
<S>                                                  <C>                        <C>
                  Interest and fee income            $       1,450              $       1799
                  Interest expense                             507                       678
                                                     -------------              ------------
                  Net interest margin                $         943              $       1121
                  Provision for loan losses                     53                       249
                  Other income                                  67                        58
                  Operating expenses                           864                       898
                  Net income                                    93                        32
</TABLE>

    As of September 30, 2003 North Oakland's total risk-based capital ratio was
14.47%. Tier one risk-based capital was 13.18% and leverage ratio was 10.31%. At
September 30, 2003 North Oakland was considered well-capitalized by the FDIC.

NOTE D -- RECENT ACCOUNTING PRONOUNCEMENTS

    In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities,"
which is effective for exit or disposal activities that are initiated after
December 31, 2002. This Statement addresses financial accounting and reporting
for costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. Under Issue EITF 94-3, a liability for an exit
cost as defined in Issue 94-3 was recognized at the date of an entity's
commitment to an exit plan. It is not expected that the provisions of SFAS No.
146, taken together with the application of SFAS No. 144 (Note C), will have a
material impact on the net financial position or results of operations of the
Corporation. The Corporation consummated the sale of North Oakland Community
Bank in October, 2003.

    In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," which addresses the disclosure
to be made by a guarantor in its interim and annual financial statements about
its obligations under guarantees. FIN 45 requires the guarantor to recognize a
liability for the non-contingent component of the guarantee, this is the
obligation to stand ready to perform in the event that specified triggering
events or conditions occur. The initial measurement of this liability is the
fair value of the guarantee at inception. The recognition of the liability is
required even if it is not probable that payments will be required under the
guarantee or if the guarantee was issued with a premium payment or as part of a
transaction with multiple events. The initial recognition and measurement
provisions are effective for all guarantees within the scope of FIN 45 issued or
modified after December 31, 2002. Adoption did not have a significant impact on
the Corporation's financial reporting.

    In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure -- an Amendment of FASB Statement No.
123", which is effective for years ending after December 15, 2002. This
Statement amends FASB SFAS 123, "Accounting for Stock-Based Compensation," to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounts for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of Statement No. 123
to require



                                        8
<PAGE>

prominent disclosure in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. Implementation of SFAS No. 148 will not have an
impact on the Corporation's financial position or results of operations.

    In January 2003, the Financial FASB issued FIN 46 "Consolidation of Variable
Interest Entities." This standard clarifies the application of Accounting
Research Bulletin No. 51, "Consolidated Financial Statements," and addresses
consolidation by business enterprises of variable interest entities, more
commonly known as "Special Purpose Entities" or "SPE'S." FIN 46 requires
existing unconsolidated variable interest entities' interests to be consolidated
by their primary beneficiaries if the entities do not effectively disperse risk
among the parties involved. FIN 46 also enhances the disclosure requirements
related to variable interest entities. The interpretation is effective with
respect to interests in variable interest entities created after January 31,
2003. For interests in variable interest entities created before February 1,
2003, the interpretation applies to the first interim or annual reporting period
beginning after June 15, 2003. It is not expected that the provision of FIN 46
will have a material impact on financial position, results of operations or cash
flows of the Corporation.

    In April 2003 the FASB issued SFAS No. 149 which amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement clarifies under what circumstances a contract with
an initial net investment meets the characteristic of a derivative discussed in
paragraph 6(b) of SFAS No. 133, clarifies when a derivative contains a financing
component, amends a definition to conform to language used in FASB
Interpretation No. 45, and amends certain other existing pronouncements. This
statement is effective for contracts entered into or modified after June 30,
2003. The provisions of Statement No. 149 did not have a material impact on the
financial position or results of operations of the Corporation.

    In May 2003 the FASB issued SFAS No. 150, which establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). This statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise was
effective at the beginning of the first interim period beginning after June 15,
2003. It is to be implemented by reporting the cumulative effect of a change in
accounting principle for financial instruments created before the issuance date
of the Statement and still existing at the beginning of the interim period of
adoption. The provisions of Statement No. 150 did not have a material impact on
the financial position of the Corporation.

NOTE E -- RECLASSIFICATION

    Certain prior period amounts have been reclassified to conform with the
current period presentation.


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


BUSINESS OF CORPORATION

    Michigan Community Bancorp Limited (the "Corporation") was incorporated on
January 28, 1998 under Michigan law and is a bank holding company, owning all of
the outstanding common stock of Lakeside Community Bank ("Lakeside") and North
Oakland Community Bank ("North Oakland"). Lakeside and North Oakland were
organized as Michigan chartered banks with



                                        9
<PAGE>

depository accounts insured by the Federal Deposit Insurance Corporation (the
"FDIC"). The Banks opened for business on January 5, 1999.

    Lakeside offers its banking services throughout Macomb County, Michigan, but
primarily in Clinton Township, Macomb Township, Ray Township, Shelby Township,
Washington Township, Mt. Clemens, Sterling Heights and Utica. North Oakland
offers its banking services throughout Oakland County, Michigan, but primarily
in Rochester, Rochester Hills, Pontiac, Troy, Auburn Hills, Oakland Township,
Orion Township and Lake Orion Village. The assets and liabilities of North
Oakland were sold in October, 2003.

    The Corporation's office and the office of Lakeside are located at 43850
Schoenherr Road, Sterling Heights, Michigan 48313. The main office of North
Oakland is located at 1467 North Rochester Road, Rochester Hills, Michigan
48307.

    On October 17, 2003, the Corporation disposed of the assets and liabilities
of North Oakland. See Part II, Item 5.

CRITICAL ACCOUNTING POLICIES

    The Corporation's significant accounting policies are set forth in Note 1 of
the Consolidated Financial Statements for the year ended December 31, 2002. Of
these significant accounting policies, the Corporation considers its policy
regarding the allowance for loan losses to be its most critical accounting
policy. The allowance for loan losses requires management's most subjective and
complex judgment. Changes in economic conditions can have a significant impact
on the allowance for loan losses and therefore the provision for loan losses and
results of operations. The Corporation has developed appropriate policy and
procedures for assessing the adequacy of the allowance for loan losses,
recognizing that this process requires a number of assumptions and estimates
with respect to its loan portfolio. The Corporation's assessments may be
impacted in future periods by changes in economic conditions, the impact of
regulatory examinations, and the discovery of information with respect to
borrowers which is not known to management at the time of the issuance of the
consolidated financial statements. For additional discussion concerning the
Corporation's allowance for loan losses and related matters, see information on
the provision for loan losses and allowance for loan losses under assets.

    The following discussion compares the financial condition of the Corporation
and Lakeside (continuing operations) at September 30, 2003 and December 31,
2002, and the results of operations for the nine month periods ended September
30, 2003 and 2002. North Oakland's assets and liabilities are classified as held
for sale (Refer to Note C). North Oakland was sold in October, 2003. This
discussion should be read in conjunction with the financial statements and
statistical data presented elsewhere in this report. This report contains
forward-looking statements that can be identified by the use of the words
"anticipate", "believe", "expect", "plan", and similar expressions. These
forward-looking statements are not guarantees of future performance and involve
substantial risks, uncertainties and assumptions that are difficult to predict
with regard to timing, extent, likeliness and degree of occurrence. Various
factors, including regional and national economic conditions, substantial
changes in levels of market interest rates, credit and other risks of lending
and investment activities and competitive and regulatory factors could affect
the Corporation's actual results for future periods to differ materially from
those anticipated or projected. A list of the material risks of the Corporation
may be found under the caption "Risk Factors That May Affect Future Results" in
the Corporation's Annual Report on Form 10-KSB for the year ended December 31,
2002.




                                       10
<PAGE>

FINANCIAL CONDITION

CONTINUING OPERATIONS

ASSETS

    The Corporation's total assets have decreased by $8.1 million, to $70.2
million at September 30, 2003, compared with $78.4 million at December 31, 2002.

    Cash and cash equivalents, which include federal funds sold and short-term
investments, increased $6.3 million to $9.8 million at September 30, 2003 from
$3.5 million at December 31, 2002. The increase was primarily the result of the
sale of loans in preparation for the repurchase of loans originated by Lakeside
and participated with North Oakland pursuant to the terms of the proposed
agreement with Community Central Bank for the purchase and assumption of
substantially all of the assets and liabilities of North Oakland.

    The following table shows the amortized cost and estimated fair value of the
Corporation's security portfolio as of the dates indicated. Available-for-sale
securities are shown on the balance sheet at estimated fair value.

<TABLE>
<CAPTION>

                                                                             SEPTEMBER 30, 2003
                                                          ------------------------------------------------------
       ($ in thousands)                                                   GROSS             GROSS
                                                          AMORTIZED    UNREALIZED         UNREALIZED       FAIR
                                                            COST          GAINS             LOSSES         VALUE
                                                          ------------------------------------------------------
<S>                                                       <C>          <C>                <C>             <C>
       U. S. Treasury securities and obligations of
            U. S. Government corporations and agencies      $709           $3                $ -           $712
       Corporate bonds                                       256            2                  -            258
                                                            ---------------------------------------------------
       Total                                                $965           $5                $ -           $970
                                                            ===================================================


<CAPTION>

                                                                             DECEMBER 31, 2002
                                                          ------------------------------------------------------
       ($ in thousands)                                                   GROSS             GROSS
                                                          AMORTIZED    UNREALIZED         UNREALIZED       FAIR
                                                            COST          GAINS             LOSSES         VALUE
                                                          ------------------------------------------------------
<S>                                                       <C>          <C>                <C>             <C>
       U. S. Treasury securities and obligations of
            U. S. Government corporations and agencies      $727           $3                $ -           $730
       Corporate bonds                                       264            2                  -            266
                                                            ---------------------------------------------------
       Total                                                $991           $5                $ -           $996
                                                            ===================================================

</TABLE>


    The amortized cost and estimated market of available-for-sale securities at
September 30, 2003 by contractual maturity are shown below. Expected maturities
will differ from contractual maturities because issuers may have the right to
call or prepay obligations with or without call or prepayment penalties.


                                       11
<PAGE>
<TABLE>
<CAPTION>

               ($ in thousands)                             AMORTIZED         FAIR
                                                              COST            VALUE
                                                            -----------------------
<S>                                                         <C>              <C>
Due in one year or less                                      $  256          $  258
Due after one year through five years                           709             712
-----------------------------------------------------------------------------------
Total                                                        $  965          $  970
===================================================================================
</TABLE>


    Investment securities with an amortized cost and market value of $.9 million
were pledged to secure the right to participate in the overnight federal funds
market at Bank One.

    At September 30, 2003, Lakeside had $1.3 million classified as loans held
for sale, compared to $2.2 million at December 31, 2002. These loans represent
mortgage loans in process of being sold to various investor banks. The fair
value of the loans held for sale is based on commitments on hand from investors
or prevailing market prices. The loans held for sale are subject to interest
rate risk. If rates increase before the loans are sold a loss may be recognized.

    At September, 2003 and December 31, 2002, respectively, the Corporation had
$29.8 million and $37.6 million in loans. The following table shows the
breakdown into the various loan products as of September 30, 2003 and December
31, 2002.

<TABLE>
<CAPTION>

($ in thousands)                                SEPTEMBER 30         DECEMBER 31,
                                                    2003                 2002
                                                ---------------------------------
<S>                                             <C>                  <C>
Mortgage loans on real estate:
Residential 1-4 family                           $   2,990            $   6,356
Commercial                                          13,217               11,490
Construction                                         1,581                3,235
Equity lines of credit                               1,925                  270
-------------------------------------------------------------------------------
     Total mortgage loans                           19,713               21,351

Commercial loans                                     8,342               14,022
Consumer installment loans                           1,814                2,243
-------------------------------------------------------------------------------
     Total loans                                    29,869               37,616

Less allowance for loan losses                       1,020                1,049
-------------------------------------------------------------------------------
Net loans                                        $  28,849            $  36,567
===============================================================================

</TABLE>



    The Bank maintains an allowance for loan losses believed to be sufficient to
absorb credit losses inherent in their loan portfolio. The allowance for loan
losses represents management's estimate of probable losses in the portfolio at
each balance sheet date and is supported by all the relevant information
available to management. The allowance contains provisions for probable losses
that have been identified relating to specific borrowing relationships as well
as probable losses believed to be inherent in our loan portfolio and credit
undertakings that are not specifically identified. We believe that the allowance
for loan losses will be adequate to provide for estimated probable credit losses
inherent in our existing loan portfolio.

    At September 30, 2003 the allowance for loan losses was $1.0 million at
September 30, 2003 and December 31, 2002. Allowance for loan losses as a
percentage of total loans was 3.4% at September 30, 2003 and 2.8% at December
31, 2002. Net charge-offs for the nine months ended September 30, 2003 and 2002
were $157,000 and $50,000, respectively. Based on the analysis of the September
30, 2003 loan portfolio, management believes the loan loss provision for the
nine months and three months ended September 30, 2003 is adequate. The following
table shows an analysis of the changes in the allowance for loan losses for the
periods indicated.


                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED                      THREE MONTHS ENDED
                                                -----------------------------------------------------------------------
                                                SEPTEMBER 30       SEPTEMBER 30          SEPTEMBER 30      SEPTEMBER 30
($ in thousands)                                    2003               2002                  2003              2002
                                                -----------------------------------------------------------------------
<S>                                             <C>                <C>                   <C>               <C>
Balance beginning of period                      $   1,049          $      537           $       937        $      541
Provision for loan losses                              128                 255                    75               210
Charge-offs                                           (199)                (50)                    -                (9)
Recoveries                                              42                   -                     8                 -
-----------------------------------------------------------------------------------------------------------------------
Net charge-offs                                       (157)                (50)                    8                (9)
-----------------------------------------------------------------------------------------------------------------------
Balance end of period                            $   1,020          $      742           $     1,020        $      742
=======================================================================================================================

ALLOWANCE AS A PERCENTAGE OF:
     Loans                                           3.41%               2.05%                                       -
     Net charge-offs                               649.68%            1484.00%             12750.00%          8244.44%

</TABLE>


    Nonperforming assets consist of impaired loans on nonaccrual status, loans
past due 90 days or more and other repossessed assets. A loan is considered
impaired when, based on current information and events, it is probable the Bank
will be unable to collect the scheduled payment of principal and interest when
due according to the contractual terms of the loan agreement.

    As of September 30, 2003, there was one commercial loan totaling $32,000
classified as nonaccrual. At September 30, 2003 there were two mortgage loans
totaling $582,000 and at December 31, 2002 there was one mortgage loan totaling
$209,000 in a nonaccrual status. Management actively manages the loan portfolio,
seeking to identify and resolve problem assets at an early stage.

    If the nonaccrual loans discussed above had been paying in accordance with
their contractual terms, an additional $17,700 would have been recorded in
interest income during the nine-month period ended September 30, 2003. To
management's knowledge, there are no additional loans which cause management to
have doubts about the ability of such borrowers to comply with the contractual
loan terms or which may have a material effect on the Corporation's balance
sheet or results of operations.

<TABLE>
<CAPTION>
NONPERFORMING ASSETS
($ in thousands)                                                    SEPTEMBER 30       DECEMBER 31,
                                                                        2003               2002
                                                                    -------------------------------
<S>                                                                 <C>                <C>
Nonaccrual loans
Commercial loans                                                      $    32               $ -
Mortgage loan                                                             582               209
-----------------------------------------------------------------------------------------------
Total nonaccrual loans                                                    614               209
                                                                      -------------------------

ACCRUING LOANS PAST DUE 90 DAYS OR MORE
Commercial loans                                                          208                 -
Commercial mortgages                                                        -               455
                                                                      -------------------------
Total accruing loans past due 90 days or more                             208               455
-----------------------------------------------------------------------------------------------
Total nonperforming loans                                                 822               664
                                                                      -------------------------

REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
Residential real estate owned                                             744                 -
-----------------------------------------------------------------------------------------------
Total nonperforming assets                                            $ 1,566             $ 664
===============================================================================================

</TABLE>




                                       13
<PAGE>

    The Bank's policies regarding nonaccrual loans reflect the importance of
identifying troubled loans early. Consumer loans are normally charged off no
later than 120 days past due, or earlier if deemed uncollectible. Loans other
than consumer are generally placed on nonaccrual status when management
determines that principal or interest may not be fully collectible, unless it is
fully collateralized and in the process of collection. Interest previously
accrued but not collected on nonaccrual loans is charged against current income.
Income on such loans is then recognized only to the extent that cash is received
and where the future collection of principal is probable.

    Loan quality is continually monitored and is reviewed by management on a
monthly basis. Additions to the allowance for loan losses, which are charged to
earnings through the provision for loan losses, is determined based on a variety
of factors, including assessment of the credit risk of the portfolio, analysis
of individual loans via a loan review process, delinquent loans, evaluation of
current economic conditions in the market area, actual charge-offs during the
year and historical loss experience.


LIABILITIES

    During the nine months ended September 30, 2003, total deposits decreased by
$800,000, to $39.4 million compared to $40.2 million at December 31, 2002. An
increase occurred in NOW accounts in the amount of $980,000, in savings and
money markets in the amount of $4.5 million, and in demand deposits in the
amount of $4.6 million was offset by a decrease in certificates in the amount of
$10.9 million. The following table shows the breakdown into the various deposits
products as of September 30, 2003 and December 31, 2002.

<TABLE>
<CAPTION>



( $ in thousands)                               SEPTEMBER 30       DECEMBER 31,
                                                    2003               2002
                                                -------------------------------
<S>                                             <C>                <C>
NOW accounts                                     $   2,107          $   1,113
Money market deposits                               11,967              7,656
Savings deposits                                       720                549
Certificates of deposit under $100,000              13,037             18,206
Certificates of deposit $100,000 and over            4,311             10,012
-----------------------------------------------------------------------------
Total interest bearing deposits                     32,142             37,536
Demand deposits                                      7,223              2,621
-----------------------------------------------------------------------------

     Total deposits                              $  39,365          $  40,157
=============================================================================

</TABLE>

CAPITAL

    The Corporation was originally capitalized through an initial public
offering of common stock in December 1998. The Corporation does not contemplate
the need to raise additional capital during the next twelve months. Management
believes, based on the proceeds from the October, 2003 sale of North Oakland
Community Bank (See "Part II -- Item 5, Other Information"), that its current
capital and liquidity will provide the Corporation with adequate capital to
support expected level of deposit and loan growth and to otherwise meet cash and
capital requirements.

    Following are selected capital ratios for the Corporation as of September
30, 2003, along with the minimum regulatory requirement for each item. To be
considered "well-capitalized" by the FDIC, the Corporation must have a total
risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of
at least 6%, leverage ratio of at least 5% and must not be subject to any
written agreement from any regulatory agency requiring it to meet or maintain
any specific capital levels. As of September 30, 2003, Lakeside Community Bank's
total risk-based capital ratio was


                                       14
<PAGE>

10.8%, Tier 1 risk-based capital ratio was 9.5% and leverage capital ratio was
7.3%. At September 30, 2003 the Bank was considered to be
"adequately-capitalized" based on terms included in our written agreement with
the FDIC. The following table represents a consolidated capital calculation for
the Corporation.

<TABLE>
<CAPTION>
                                                                                 To be adequately             To be well
                                                          Actual                    Capitalized               Capitalized
                                                 ----------------------        --------------------      --------------------
($ in thousands)                                   Amount        Ratio          Amount       Ratio        Amount      Ratio
                                                 ----------------------        --------------------      --------------------

<S>                                              <C>             <C>           <C>            <C>        <C>          <C>
Total capital to risk weighted assets            $   3,505       10.8 %        $  2,603       8.0 %      $  3,254     10.00 %
Tier I capital to risk weighted assets               3,092        9.5             1,301       4.0           1,952      6.00
Tier I capital to average assets (leverage)          3,092        7.3             1,684       4.0           2,105      5.00

</TABLE>


LIQUIDITY

    Liquidity management involves the ability to meet the cash flow requirements
of the Bank's customers. These customers may be either borrowers with credit
needs or depositors wanting to withdraw funds. The Corporation's sources of
liquidity include loan payments by borrowers, maturity and sales of securities
available for sale, growth of deposits, federal funds sold, and the issuance of
common stock. An additional source of liquidity, as the need arises, is
out-of-market or Internet certificates of deposits. The out-of--market and
Internet certificates of deposits usually require a higher interest rate and are
a more volatile source of liquidity. As of September 30, 2003 the Bank had $2.9
million in out-of-market certificates of deposits compared to $4.9 million at
December 31, 2002. Management is working to minimize the use of out-of-market
certificates of deposits in 2003. The Bank had borrowing capability of
approximately $850,000 on an unused line of credit with Bank One at September
30, 2003.

    The liquidity of a bank allows it to provide funds to meet loan requests, to
accommodate possible outflows in deposits, and to take advantage of other
investment opportunities. Funding of loan requests, providing for liability
outflows, and managing interest rate margins require continuous analysis to
match the maturities of specific categories of loans and investments with
specific types of deposits and borrowings. Bank liquidity depends upon the mix
of the banking institution's potential sources and uses of funds. The major
sources of liquidity have been deposits, federal funds sold, and loans, which
mature within one year. Our larger deposit balances, which might be more likely
to fluctuate in response to rate changes, are closely monitored. These deposits
consist mainly of certificates of deposit over $100,000. Management of the
Corporation considers liquidity adequate to meet its future commitments.

ASSET/LIABILITY MANAGEMENT

    The Bank's Asset Liability Management Committee ("ALCO"), which meets at
least quarterly, is responsible for reviewing the interest rate sensitivity
position of the Bank and establishing policies to monitor and limit exposure to
interest rate risk.

    The following table shows the maturity and repricing distribution of the
Bank's interest earning assets and interest bearing liabilities as of September
30, 2003. This table displays the interest rate sensitivity gap (interest rate
sensitive assets less interest rate sensitive liabilities), cumulative interest
rate sensitivity gap, the interest rate sensitivity gap ratio (interest rate
sensitive assets divided by interest rate sensitive liabilities), and the
cumulative interest rate sensitivity gap ratio. Loans are presented gross of the
allowance but net of nonaccruing loans, while securities are shown at amortized
cost. Assumptions incorporated into this time table include estimates of partial
redemptions on NOW, Money Market and savings accounts.



                                       15
<PAGE>

<TABLE>
<CAPTION>

                                                            AFTER THREE      AFTER ONE
($ in thousands)                               WITHIN       MONTHS BUT        YEAR BUT     AFTER
                                                THREE       WITHIN ONE      WITHIN FIVE     FIVE
Interest earning assets                        months          year            years       years        Total
                                         ---------------------------------------------------------------------
<S>                                           <C>           <C>             <C>           <C>         <C>
Federal funds sold                            $  7,050       $      -         $     -     $     -     $  7,050
Securities, at amortized cost                      201            764               -                      965
Federal Home Loan Bank stock                        95              -                                       95
Portfolio loans and loans held for sale         17,876          3,642           8,412       1,262       31,191
Federal Home Loan Bank money market                 44                                                      44
                                         ---------------------------------------------------------------------
Total                                         $ 25,266       $  4,406         $ 8,412     $ 1,262    $  39,345
                                         ---------------------------------------------------------------------

INTEREST BEARING LIABILITIES

NOW and money market accounts                 $ 14,074       $      -         $     -     $     -     $ 14,074
Savings deposits                                   720                                                     720
Time deposits less than $100,000                 2,514          7,909           2,614                   13,037
Time deposits of $100,000 or more                2,399          1,600             312                    4,311
                                         ---------------------------------------------------------------------
Total                                         $ 19,707       $  9,509         $ 2,926     $     -     $ 32,142
                                         ---------------------------------------------------------------------

Rate sensitivity gap                           $ 5,559       $ (5,103)        $ 5,486     $ 1,262     $  7,203
                                         ---------------------------------------------------------------------
Cumulative rate sensitivity gap                $ 5,559       $    456         $ 5,942     $ 7,204
                                         =====================================================================

Rate sensitivity gap ratio                       22.0%        -115.8%           65.2%      100.0%
                                         --------------------------------------------------------
Cumulative rate sensitivity gap                                  1.5%           15.6%       18.3%
                                                       ==========================================

</TABLE>

    The table above indicates the time periods in which interest earning assets
and interest bearing liabilities will mature or may be repriced, generally
according to their contractual terms. However, this table does not necessarily
indicate the impact that general interest rate movements would have on the
Corporation's net interest margin, because the repricing of certain assets and
liabilities is discretionary, and is subject to competitive and other pressures.
As a result, various assets and liabilities indicated as repricing within the
same period may, in fact, reprice at different times and at different rate
levels.

    At September 30, 2003, the Corporation is considered "asset sensitive" in
the time interval of the first three months, according to the preceding table.
In a downward rate environment, the Corporation might not be able to decrease
prices on interest bearing liabilities as quickly as decreases on rates on
interest earning assets. The Corporation is considered to be somewhat evenly
matched at the one year accumulated gap position.




                                       16
<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 TO NINE MONTH PERIOD
ENDED SEPTEMBER 30, 2002:

    The Corporation reported net income for continuing operations of $86,000 for
the nine months ended September 30, 2003 compared to a net loss of $809,000 for
the nine months ended September 30, 2002, representing a substantial
improvement.

    Net interest income decreased by 13.9% to $1,202,000 for the nine months
ended September 30, 2003 compared to $1,396,000 for the same period ended
September 30, 2002. The net interest margin decreased to 4.03% for the nine
months ended September 30, 2003, compared to 4.37% for the nine months ended
September 30, 2002. The rate earned on interest earning assets decreased by .73%
for the nine months ended September 30, 2002 to 6.45% for the nine months ended
September 30, 2003. The rate paid on interest bearing liabilities decreased by
..43% for the nine months ended September 30, 2002 to 2.85% at September 30,
2003. The decreases in both interest rates earned and interest rates paid are
primarily the result of the decreases in rates enacted by the Federal Reserve
throughout the year 2002 and 2003. Management intends to emphasize balance sheet
management to attempt to keep net interest income stable.

    The following table shows the Corporation's consolidated average balances of
assets, liabilities, and stockholders' equity; the amount of interest income or
interest expense and the average yield or rate for each major category of
interest earning assets and interest bearing liabilities, and the net interest
margin, for the nine month periods ended September 30, 2003 and 2002.
Nonaccruing loans, for the purpose of the following computations, are included
in the average loan amounts outstanding. Federal Home Loan Bank equity holdings
are included in securities for the purposes of this analysis.




                                       17
<PAGE>

<TABLE>
<CAPTION>
Net Interest Income
Average Balances, Interest Income/Expense, Average Rates
                                                                                              Nine months ended September 30,
                                                                  2003                                    2002
                                                ------------------------------------        ------------------------------------
($ in thousands)                                 Average                     Average        Average                      Average
                                                 Balance        Interest       Rate         Balance        Interest        Rate
                                                --------        --------------------        -------        ---------------------
<S>                                             <C>             <C>          <C>            <C>            <C>           <C>
Assets
Interest bearing balances with banks            $    227         $    -       0.00%         $   117         $    -        0.00%
Federal funds sold                                 2,096             18       1.15%           1,033             15        1.94%
Securities                                         1,261             24       2.54%           1,702             58        4.54%
Loans, including fees                             36,207          1,884       6.94%          39,747          2,221        7.45%
                                                --------         ------------------         -------         ------
    Total earning assets/interest income          39,791          1,926       6.45%          42,599          2,294        7.18%
Cash and due from banks                            2,845                                      2,629
Allowance for loan losses                           (915)                                      (542)
Other assets                                       1,250                                      1,155
                                                --------                                    -------
    Total assets                                $ 42,971                                    $45,841
                                                ========                                    =======

Liabilities and Equity
Interest bearing demand and money markets       $ 11,524         $  136       1.57%         $10,931         $  135        1.65%
Savings accounts                                     672              3       0.60%             666              6        1.20%
Time deposits less than $100,000                  15,451            454       3.92%          16,871            569        4.50%
Time deposits $100,000 and over                    6,268            131       2.79%           8,095            189        3.11%
                                                --------         ------                     -------         ------
    Total interest bearing liabilities
       interest expense                           33,915            724       2.85%          36,563            899        3.28%
                                                                 ------                                     ------
Noninterest bearing demand deposits                5,831                                      5,005
Other liabilities                                    210                                        146
Shareholders' equity                               3,015                                      4,127
                                                --------                                    -------
    Total liabilities and shareholders'
       equity                                   $ 42,971                                    $45,841
                                                ========                                    =======
Net interest income                                              $1,202                                     $1,395
                                                                 ======                                     ======
Net interest spread                                                           3.60%                                       3.90%
                                                                              =====                                       =====
Net interest margin                                                           4.03%                                       4.37%
                                                                              =====                                       =====

</TABLE>


    Loan losses improved in 2003 compared to 2002, therefore, the provision for
loan losses for the nine months ended September 30, 2003 was $128,000 compared
to $255,000 for the same period in 2002.

    Noninterest income was $511,000 for the nine months ended September 30, 2003
compared to $174,000 for the same period in 2002. The increase was a result of
service charges imposed on a newly introduced deposit product and gains on the
sale of mortgage loans held for sale.

    Noninterest expense for the first nine months of 2003 decreased by $650,000
as compared to the same period in 2002. The largest component of noninterest
expense was salaries and employee benefits, which totaled $751,000 and $836,000
for the nine months ended September 30, 2003 and 2002, respectively. Occupancy
and equipment expense totaled $335,000 and $536,000 for the nine months ended
September 30, 2003 and 2002, respectively. Cost reductions in these areas were
the result of reducing staff count and management's conscious effort to monitor
and control expenses. Currently, North Oakland reimburses Lakeside for certain
administrative services provided by Lakeside personnel. After the sale of North
Oakland is completed, Lakeside intends to offset the reimbursement through an
anticipated reduction in staff as well as potential increases in commercial loan
fee and residential mortgage fee income as Lakeside management intends to devote
additional time to revenue generation. Management continues to review personnel
needs and other expenses in order to reduce such costs to increase profitability
at the current operating level.




                                       18
<PAGE>

COMPARISON OF THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003 TO THREE MONTH PERIOD
ENDED SEPTEMBER 30, 2002:

    The Corporation reported net income from continuing operations of $20,000
for the three months ended September 30, 2003, compared to a net loss of
$722,000 for the three months ended September 30, 2002, representing an increase
of 103% in quarter-to-quarter comparisons.

    Net interest income decreased by 16.6% to $376,000 for the three months
ended September 30, 2003, compared to $451,000 for the three months ended
September 30, 20002, primarily due to pressure arising from decreases in the
prime lending rate during 2002 and 2003. Management intends to continue to
emphasize balance sheet management to keep net interest income stable.

    Loan losses improved in 2003 compared to 2002, therefore, the provision for
loan losses for the three months ended September 30, 2003 was $75,000 compared
to $210,000 for the same period in 2002.

    Non-interest income was $171,000 for the three months ended September 30,
2003 compared to $59,000 for the same period in 2002. The largest component of
non-interest income in 2003 is deposit account service charges, which comprised
50.9% of the three month total.

    Non-interest expense for the three months ended September 30, 2003 decreased
by $595,000 or 58.2%. The largest component of non-interest expense was salaries
and employee benefits which totaled $216,000 and $277,000 for the three months
ended September 30, 2003 and 2002, respectively, representing a decrease of
22.0%. The largest component making up the decrease in non-interest expense is
the occupancy and equipment category. The category decreased by 54.6% to
$133,000 in the three months ended September 30, 2003 from $293,000 for the same
period of 2002. The primary factor that contributed to the decrease in occupancy
and equipment was management's conscious effort to monitor and control expenses.

ITEM 3. CONTROLS AND PROCEDURES

    The term "disclosure controls and procedures" is defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"). These
rules refer to the controls and other procedures of a company that are designed
to ensure that the information required to be disclosed by a company in the
reports that it files under the Exchange Act is recorded, processed, summarized
and reported within required time periods. Our Chief Executive Officer and our
Principal Financial Officer have evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by the report (the
"Evaluation Date"), and have concluded that, as of the Evaluation Date, our
disclosure controls and procedures are effective in providing them with material
information relating to the Corporation known to others within the Corporation
which is required to be included in our periodic reports filed under the
Exchange Act.

    There have been no changes in the Corporation's internal controls over
financial reporting that occurred during the period this Form 10-QSB was being
prepared that has materially affected, or is reasonably likely to materially
affect, the Corporation's internal control over financial reporting.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS



                                       19
<PAGE>

    The Corporation is involved in routine litigation incidental to its
business. The Corporation is defending its interest and is contesting such
claims against it. Management believes the ultimate disposition of these matters
will not have a material adverse effect on the financial statements.

ITEM 2. CHANGES IN SECURITIES

    Effective May 3, 2003, 20,834 shares of Series A Voting Convertible
Preferred Stock ("Preferred Stock") previously privately placed to one
accredited investor on May 3, 2002 were automatically converted into 62,502
shares of Common Stock of the Corporation. Such shares of common stock were
issued in October 2003. The shares of Preferred Stock and the shares of Common
Stock were issued pursuant to exemptions from registration under Section 4(2),
4(6) and Regulation D under the Securities Act of 1933.


ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OR SECURITY HOLDERS

    The Annual Meeting of the Shareholders of the Corporation was held on June
9, 2003 in Sterling Heights, Michigan for the purpose of electing three
directors for three year terms expiring in 2006 and upon the election and
qualification of their successors and for the purpose of ratifying the
appointment of Rehmann Robson as the Corporation's independent public
accountants for the 2003 fiscal year.

    The results of the voting were as follows:

<TABLE>
<CAPTION>
                 Name of Director                       Votes for                 Votes withheld
                 ----------------                       ---------                 --------------
<S>                                                     <C>                       <C>
                 Gary Davison                           747,445                           12,400
                 Philip T. Hernandez                    747,545                           12,300
                 J. William Sumner                      746,545                           13,300
</TABLE>

    The names of the other directors and their remaining terms are as follows:

<TABLE>
<CAPTION>
                                Name of Director                    Term
                                ----------------                    ----
<S>                                                                 <C>
                                Frank D. Blowers                    2005
                                Joseph S. Lentine                   2004
                                Frederick Maibauer, M.D.            2004
                                Robert R. Peleman, M.D.             2005
                                Russell M. Shelton                  2005
                                Jeff Tamaroff                       2004
</TABLE>


    The following are the results with respect to the ratification of Rehmann
Robson to serve as independent public accountants for the 2003 fiscal year:

<TABLE>
<CAPTION>
                   For                           Against                  Abstain
                   ---                           -------                  -------
<S>                                              <C>                      <C>
                   749,455                       1,300                    9,090
</TABLE>


ITEM 5.  OTHER INFORMATION

    On October 17, 2003, the Corporation disposed of substantially all of
the assets of North Oakland pursuant to a Purchase and Assumption Agreement,
dated as of July 9, 2003 by and between the Corporation, North Oakland and
Community Central Bank, a wholly-owned subsidiary of Community Central Bank
Corporation.

    The Purchase and Assumption Agreement provided that Community Central Bank
pay North Oakland the value of the acquired assets less the amount of assumed
liabilities plus a premium on the amount of core deposit liabilities to be
assumed. The assets of North Oakland, which were disposed of, consisted of
approximately $17.6 million in net loans, $7.3 million in cash and due from
bank, $400,000 in other assets and



                                       20
<PAGE>

$240,000 in fixed assets and leasehold improvements. Community Central Bank
assumed liabilities of $23 million and paid the Corporation a premium of
approximately $1 million on the amount of the core deposit liabilities which
were assumed.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

        31.1     Certification of Chief Executive Officer
        31.2     Certification of Principal Financial Officer
        32.1     Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    (b) Reports on Form 8-K

        None




                                       21
<PAGE>


                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
organized.



November 12, 2003                      Michigan Community Bancorp Limited

                                       By:  /s/ J. William Sumner
                                          -----------------------
                                       J. William Sumner
                                       Chief Executive Officer

                                       By: /s/ Frank D. Blowers
                                          ---------------------
                                       Frank D. Blowers
                                       President and Chief Operating Officer
                                       (Principal Financial Officer)








                                       22
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NUMBER          DESCRIPTION

31.1                    Certification of Chief Executive Officer
31.2                    Certification of Principal Financial Officer
32.1                    Certification Pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002



















                                       23