<PAGE>

                                   FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

  (Mark One)

{x} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2003

                                       OR

{ } QUARTERLY REPORT PURSUANT TO SECTION 14 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 May 13, 2003 the Registrant had 1,184,843 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 March 31, 2003
                  (unaudited) and December 31, 2002........................................................  3

         Consolidated statements of operations (unaudited) for the three month
                          periods ended March 31, 2003 and 2002............................................  4

         Consolidated statements of changes in stockholders' equity (unaudited) for
                          the three month period ended March 31, 2003......................................  5

         Consolidated statements of cash flows (unaudited) for the three month periods
                  ended March 31, 2003 and 2002............................................................  6

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

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

Item 3.  Controls and Procedures........................................................................... 18

Part II -- OTHER INFORMATION

Item 1.  Legal  Proceedings ............................................................................... 18

Item 4.  Submission of Matters to a Vote of Security-Holders .............................................. 18

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

Item 6.  Exhibits and Reports on Form 8-K ................................................................. 18

Signatures................................................................................................. 19

Certifications............................................................................................. 20

</TABLE>







                                       2

<PAGE>





                       MICHIGAN COMMUNITY BANCORP LIMITED
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>
                                                                                             MARCH 31,            DECEMBER 31,
($ in thousands)                                                                               2003                   2002
                                                                                         -------------------------------------
                                                                                             (Unaudited)
<S>                                                                                      <C>                   <C>
ASSETS
Cash and due from banks                                                                  $           3,258        $     2,829
Federal funds sold                                                                                     650                  -
Interest bearing deposits in bank                                                                      544                647
------------------------------------------------------------------------------------------------------------------------------
Total cash and cash equivalents                                                                      4,452              3,476
Available-for-sale securities                                                                        1,500                996
Federal Home Loan Bank stock, at cost                                                                   92                 93
Loans held for sale                                                                                  1,223              2,188
Loans                                                                                               33,289             37,616
Less allowance for loan losses                                                                         936              1,049
------------------------------------------------------------------------------------------------------------------------------
Net loans                                                                                           32,353             36,567
Premises and equipment, net                                                                            590                628
Interest receivable and other assets                                                                   540                208
Assets held for sale                                                                                33,431             34,222
------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                             $          74,181        $    78,378
==============================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Noninterest-bearing deposits                                                             $           5,091        $     2,621
Interest-bearing deposits                                                                           32,541             37,536
------------------------------------------------------------------------------------------------------------------------------
Total deposits                                                                                      37,632             40,157
Borrowings                                                                                               -                800
Interest payable and other liabilities                                                                 549                603
Liabilities held for sale                                                                           30,327             31,179
------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                   68,508             72,739
Common stock subject to redemption (25,454 shares)                                                     141                141
Stockholders' equity:
Preferred stock - stated value $12; authorized 1,000,000 shares, 20,834 shares                         250                250
  issued and outstanding at March 31, 2003 and December 31, 2002
Common stock - stated value $5; authorized 9,000,000 shares, 1,184,843 shares
  issued and outstanding at March 31, 2003 and December 31, 2002                                     5,797              5,797
Additional paid-in capital                                                                           6,195              6,195
Accumulated deficit                                                                                 (6,762)            (6,797)
Accumulated other comprehensive income                                                                  52                 53
------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                                           5,532              5,498
------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                               $          74,181        $    78,378
==============================================================================================================================
</TABLE>


See notes to consolidated financial statements.


                                       3
<PAGE>




                       MICHIGAN COMMUNITY BANCORP LIMITED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED
                                                                                     -----------------------------------
                                                                                           MARCH 31,        MARCH 31,
($ in thousands, except per share data)                                                      2003             2002
                                                                                     -----------------------------------
<S>                                                                                  <C>                    <C>
INTEREST INCOME
Interest and fees on loans                                                               $         666       $      735
Interest on securities                                                                               9               22
Interest on federal funds sold                                                                       2                3
------------------------------------------------------------------------------------------------------------------------
Total interest income                                                                              677              760

INTEREST EXPENSE
Interest expense on deposits                                                                       267              307
------------------------------------------------------------------------------------------------------------------------
Net interest income                                                                                410              453
Provision for loan losses                                                                           30                -
------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                                                380              453

NONINTEREST INCOME
Service charges on deposits                                                                         61               27
Gain on sale of loans                                                                               73               15
Other service charges and fees                                                                       9                7
Other                                                                                               80               85
------------------------------------------------------------------------------------------------------------------------
Total noninterest income                                                                           223              134

NONINTEREST EXPENSE
Salaries and employee benefits                                                                     347              357
Occupancy and equipment                                                                            129              117
Professional fees                                                                                   45               52
Data processing fee                                                                                 42               39
Other                                                                                               50               44
------------------------------------------------------------------------------------------------------------------------
Total noninterest expense                                                                          613              609
------------------------------------------------------------------------------------------------------------------------
Net loss from continuing operations                                                                (10)             (22)
Net income from discontinued operations of subsidiary held for sale (Note C)                        45               88
------------------------------------------------------------------------------------------------------------------------
Net income                                                                                          35               66
========================================================================================================================

Average common shares outstanding                                                            1,184,843        1,159,389
NET (LOSS) INCOME PER COMMON SHARE (BASIC AND FULLY DILUTED):
     Basic and fully diluted
     Continuing operations                                                               $       (0.01)      $    (0.02)
     Discontinued operations                                                                      0.04             0.08
                                                                                         -------------------------------
     Net income per common share                                                         $        0.03       $     0.06
                                                                                         ===============================
</TABLE>
See notes to consolidated financial statements.


                                       4



<PAGE>


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


<TABLE>
<CAPTION>
                                                                                               Accumulated
                                                                   Additional                      Other           Total
($ in thousands)                             Preferred   Common     Paid-In    Accumulated     Comprehensive   Shareholders'
                                              Stock      Stock      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
Comprehensive income:
     Net income                                                                          35                                35
    Change in unrealized gain on
        available-for-sale-securities                                                                      (1)             (1)
    Comprehensive income                                                                                                   34
------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31, 2003                      $ 250      $ 5,797     $ 6,195      $ (6,762)             $ 52         $ 5,532
==============================================================================================================================
</TABLE>


See notes to consolidated financial statements.


                                       5
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                             THREE MONTHS ENDED
                                                                                     -------------------------------------
($ in thousands)                                                                        MARCH 31,            MARCH 31,
                                                                                          2003                 2002
                                                                                     -------------------------------------
<S>                                                                                  <C>                 <C>
OPERATING ACTIVITIES
  Net income                                                                             $        35      $            66
  Adjustments to reconcile net income to net cash provided by (used in)
    operating activities:
      Depreciation and amortization                                                               38                   42
      Provision for loan losses                                                                   30                    0
      (Accretion) amortization of securities                                                       -                   51
      Decrease (increase) in loans held for sale                                                 965               (1,283)
      Increase in interest receivable and other assets                                          (332)                 (86)
      Decrease in interest payable and other liabilities                                         (54)                  (2)
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities                                              682               (1,212)

INVESTING ACTIVITIES
  Purchases of available-for-sale securities                                                    (547)              (1,557)
  Sale of Federal Home Loan Bank stock                                                            43                    -
  Net decrease (increase) in loans                                                             4,184               (1,500)
  Change in net assets of discontinued operations held for sale                                  (61)                  86
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in)  investing activities                                           3,619               (2,971)

FINANCING ACTIVITIES
  Decrease in borrowings                                                                        (800)                   -
  Net (decrease) increase in deposits                                                         (2,525)               8,310
  Cost of common stock offering                                                                    -                  (55)
--------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided financing activities                                              (3,325)               8,255
--------------------------------------------------------------------------------------------------------------------------
Net increase cash and cash equivalents                                                           976                4,072
Cash and cash equivalents, beginning of period                                                 3,476                3,039
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                                 $     4,452      $         7,111
==========================================================================================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid for:
  Interest                                                                               $       284      $           310
  Federal income taxes                                                                             -                    -
</TABLE>


See notes to consolidated financial statements.


                                       6


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MICHIGAN COMMUNITY BANCORP LIMITED

THREE MONTHS ENDED MARCH 31, 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 10KSB 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 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 -- EARNING PER SHARE

     Earnings per share are calculated on the basis of the weighted average
number of shares outstanding. The weighted average shares outstanding were
1,184,843 for the three month period ended March 31, 2003 and 1,159,839 for the
three month period ended March 31, 2002.

NOTE C -- DISCONTINUED OPERATIONS

    During the first quarter of 2003 the Board of Directors authorized the sale
of North Oakland Community Bank. This decision was the result of North Oakland's
past operating performance and the need to improve Lakeside Bank's capital
position. Management began soliciting the sale of North Oakland in the first
quarter and potential buyers are in the process of performing their due
diligence. As a result, the assets, liabilities and operations of North Oakland
Community Bank are presented as held-for-sale on the accompanying balance sheets
and reported as discontinued operations on the accompanying statements of
operations, in accordance with the provision of Statement of Financial
Accounting Standards (SFAS) No. 144.

    Major components of assets and liabilities held for sale (in thousands) as
of March 31, 2003 and December 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                                                   2003                      2002
                                                                   ----                      ----
<S>                                                             <C>                       <C>
                  ASSETS
                  Investments                                   $    4,896                $    4,026
                  Loans, net                                        27,776                    28,023
                  Other                                                759                       781

                  LIABILITIES
                  Deposits                                          30,157                    30,991
                  Other                                                193                       188
</TABLE>



                                       7
<PAGE>




    Summarized results of operations for the quarter ended March 31, 2003 and
2002 are as follows:
<TABLE>
<CAPTION>
                                                                  2003                        2002
                                                                  ----                        ----

<S>                                                           <C>                        <C>
                  Interest and fee income                     $       518                $       620
                  Interest expense                                    187                        230
                                                              -----------                -----------
                           Net interest margin                        331                $       390
                           Provision for loan losses                   30                         18
                           Other income                                29                         16
                           Operating expenses                         285                        300
                                    Net income                         45                         88
</TABLE>

    As of March 31, 2003 North Oakland's total risk-based capital ratio was
11.42%. Tier one risk-based capital was 10.16% and leverage ratio was 8.92%. At
March 31, 2003 North Oakland was considered well-capitalized by the FDIC.

NOTE D -- RECENT ACCOUNTING PRONOUNCEMENTS

    In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 145 that requires gains
and losses from extinguishment of debt to be classified as extraordinary items
only if they meet the criteria defined in APB Opinion No. 30 which are that the
event or transaction is both unusual in nature and infrequent in occurrence.
Events considered unusual should have a high degree of abnormality and be
clearly unrelated to the company's normal operations and infrequency is defined
as not expected to recur in the foreseeable future. Adoption of SFAS No. 145
will not have a material effect on the Corporation's financial statements.

    In June 2002, the 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 SFAS No. 144 (Note C) will have
a material impact on the net financial position or results of operations of the
Corporation. The Corporation expects to sell North Oakland Community Bank for an
amount in excess of its net book value.

    In October 2002, the FASB issued SFAS No. 147 which amends FSAB Statements
No. 72 and 144, "Accounting for Certain Acquisitions of Banking or Thrift
Institutions" and "Accounting for the Impairment or Disposal of Long-Lived
Assets," respectively, and FASB Interpretation No. 9, "Applying APB Opinions No.
16 and 17 "When a Savings and Loan Association or a Similar Institution is
Acquired in a Business Combination Accounted for by the Purchase method." The
provisions of this standard generally became effective October 1, 2002. SFAS No.
147 had no impact on the financial position or results of operations.

    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


                                       8
<PAGE>




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. The impact of adoption is not expected to 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 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 a material impact on the Corporation's financial position or
results of operations.

    In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created after
January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. The adoption of this standard did not have a
significant effect on the Company's financial position or results of operations.

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


SUMMARY OF CORPORATION

     Michigan Community Bancorp Limited (the "Corporation") was incorporated in
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 depository accounts insured by the
Federal Deposit Insurance Corporation (the "FDIC"). The Banks opened for
business on January 5, 1999.

     Lakeside Community Bank 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 Community Bank 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 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.



                                       9

<PAGE>




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 Provision for
Loan Losses and Allowance for Loan Losses.

     The following discussion compares the financial condition of the
Corporation and Lakeside (continuing operations) at March 31, 2003 and December
31, 2002, and the results of operations for the three month periods ended March
31, 2003 and 2002. North Oakland's assets and liabilities are classified as held
for sale (Refer to Note C). 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
Effect Future Results" in the Corporation's Annual Report on Form 10-KSB for the
year ended December 31, 2002.

FINANCIAL CONDITION

CONTINUING OPERATIONS

ASSETS

     The Corporation's total assets have decreased by $4.2 million, to $74.2
million at March 31, 2003, compared with $78.4 million at December 31, 2002.

     Cash and cash equivalents, which include federal funds sold and short-term
investments, increased $.9 million, or 28.1% to $4.4 million at March 31, 2003
from $3.5 million at December 31, 2002. The increase was primarily the result of
the increase in federal funds sold as of March 31, 2003.

     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.




                                       10

<PAGE>




<TABLE>
<CAPTION>
                                                                                      MARCH 31, 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    $    1,227       $        9      $              $    1,236
               Corporate Bonds                                           261                3                            264
                                                                 ------------------------------------------------------------
               Total                                              $    1,488       $       12      $        -     $    1,500
                                                                 ============================================================
</TABLE>

<TABLE>
<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
March 31, 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.


<TABLE>
<CAPTION>
               ($ in thousands)                                                   AMORTIZED          FAIR
                                                                                    COST            VALUE
                                                                                ------------------------------
<S>                                                                              <C>            <C>
Due in one year or less                                                          $         -    $          -
Due after one year through five years                                                   1,488           1,500
--------------------------------------------------------------------------------------------------------------
Total                                                                            $      1,488    $      1,500
==============================================================================================================
</TABLE>

     Investment securities with an amortized cost and market value of $1.5
million were pledged to secure the right to participate in the overnight federal
funds market at Bank One.

     At March 31, 2003, Lakeside had $1.2 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 March 31, 2003 and December 31, 2002, respectively, the Corporation had
$33.3 million and $37.6 million in loans. The following table shows the
breakdown into the various loan products as of March 31, 2003 and December 31,
2002.


                                       11

<PAGE>


<TABLE>
<CAPTION>
($ in thousands)                                       MARCH 31,        DECEMBER 31,
                                                         2003               2002
                                                   --------------------------------------
<S>                                                <C>                <C>
Mortgage loans on real estate:
Residential 1-4 family                                 $       4,759      $        6,356
Commercial                                                    11,250              11,490
Construction                                                   2,534               3,235
Equity lines of credit                                           297                 270
-----------------------------------------------------------------------------------------
     Total mortgage loans                                     18,840              21,351

Commercial loans                                              12,296              14,022
Consumer installment loans                                     2,153               2,243
-----------------------------------------------------------------------------------------
     Total loans                                              33,289              37,616
</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 March 31, 2003 the allowance for loan losses was $936,000 compared to
$1.0 million at December 31, 2002. Allowance for loan losses as a percentage of
total loans was 2.8% at March 31, 2003 and December 31, 2002. Net charge offs
for the three months ended March 31, 2003 and 2002 were $143,000 and $9,000,
respectively. Based on the analysis of the March 31, 2003 loan portfolio,
management believes the loan loss provision for the three months ended March 31,
2003 is adequate. The following table shows an analysis of the allowance for
possible loan losses.

<TABLE>
<CAPTION>
                                                                                                        Three Months Ended
                                                   ------------------------------------------------------------------------------
                                                                                                   March 31,        March 31,
($ in thousands)                                                                                      2003             2002
                                                   ------------------------------------------------------------------------------
<S>                                                <C>                                                            <C>
Balance beginning of period                                                                     $        1,049    $          537
Provision for loan losses                                                                                   30                 -
Charge-offs                                                                                               (172)               (9)
Recoveries                                                                                                  29                 -
---------------------------------------------------------------------------------------------------------------------------------
Net charge-offs                                                                                           (143)               (9)
---------------------------------------------------------------------------------------------------------------------------------
Balance end of period                                                                           $          936    $          528
=================================================================================================================================
</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 Banks
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 March 31, 2003, there was one commercial loan totaling $214,000
classified as nonaccrual. At March 31, 2003 and 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.



                                       12
<PAGE>




     If the nonaccrual loan discussed above had been paying in accordance with
contractual term, an additional $20,379 would have been recorded in interest
income during the three month period ended March 31, 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 affect on the Corporation's balance sheet or results
of operations.

<TABLE>
<CAPTION>
NONPERFORMING ASSETS
($ in thousands)                                                          MARCH 31,      DECEMBER 31,
                                                                            2003              2002
                                                                 -------------------------------------
<S>                                                              <C>                    <C>
NONACCRUAL LOANS
Commercial loans                                                              $ 214               $ -
Consumer loans                                                                  209               209
------------------------------------------------------------------------------------------------------
Total nonaccrual loans                                                          423               209

ACCRUING LOANS PAST DUE 90 DAYS OR MORE
Commercial loans                                                                  -                 -
Commercial mortgages                                                              -               455
Residential mortgages                                                             -                 -
Consumer loans                                                                    3                 -
------------------------------------------------------------------------------------------------------
Total accruing loans past due 90 days or more                                     3               455
------------------------------------------------------------------------------------------------------
Total nonperforming loans                                                       426               664

REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
Residential real estate owned                                                   321                 -
Other repossessed assets                                                          -                 -
------------------------------------------------------------------------------------------------------
Total nonperforming assets                                                    $ 747             $ 664
======================================================================================================
</TABLE>

     The Banks' policies regarding non-accrual 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 non-accrual 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 non-accrual 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 three months ended March 31, 2003, total deposits decreased by
$2.5 million, to $37.6 million compared to $40.1 at December 31, 2002. The
decrease occurred in certificates of deposits under $100,000 in the amount of
$2.4 million and in certificates of deposit over $100,000 in the amount of $4.7
million offset by an increase in demand deposits, NOW accounts, savings and
money markets in the amount of $4.6 million. The following table shows the
breakdown into the various deposits products as of March 31, 2003 and December
31, 2002.


                                       13

<PAGE>


<TABLE>
<CAPTION>
($ in thousands)                                      MARCH 31,            DECEMBER 31,
                                                         2003                  2002
                                                   ----------------------------------------
<S>                                              <C>                   <C>
NOW accounts                                     $             1,563   $             1,113
Money market deposits                                          9,312                 7,656
Savings deposits                                                 606                   549
Certificates of deposit under $100,000                        15,800                18,206
Certificates of deposit $100,000 and over                      5,260                10,012
-------------------------------------------------------------------------------------------
Total interest bearing deposits                               32,541                37,536
Demand deposits                                                5,091                 2,621
-------------------------------------------------------------------------------------------
     Total deposits                              $            37,632   $            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 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 the dates
indicated, 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 March 31, 2003, Lakeside Community Bank's
total risk-based capital ratio was 9.5%, Tier 1 risk-based capital ratio was
8.3% and leverage capital ratio was 6.6%. At March 31, 2003 the Bank was
considered to be "adequately-capitalized" by 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          $   3,337        9.5 %       $   2,804       8.0 %       $  3,505    10.00 %
     Tier I capital to risk weighted assets             2,893        8.3             1,402       4.0            2,103     6.00
     Tier I capital to average assets (leverage)        2,893        6.6             1,763       4.0            2,204     5.00
</TABLE>

LIQUIDITY

     Liquidity management involves the ability to meet the cash flow
requirements of the Banks' 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 March 31, 2003 the Bank had $3.6
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 March 31,
2003.


                                       14
<PAGE>



     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
Corporations 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 March 31,
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. Prepayment of loans and
securities are also included at current levels as of March 31, 2003.

<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                        $    650      $       -        $      -         $ -        $ 650
    Securities, at amortized cost                    -              -           1,488                    1,488
    Federal Home Loan Bank stock                    92              -                                       92
    Portfolio loans and loans held for sale     16,501          1,506          14,158       1,924       34,089
                                         ----------------------------------------------------------------------
Total                                         $ 17,243      $   1,506        $ 15,646     $ 1,924     $ 36,319
                                         ----------------------------------------------------------------------

Interest bearing liabilities

NOW and money market accounts                 $ 10,875      $       -        $      -         $ -     $ 10,875
Savings deposits                                   606                                                     606
Time deposits less than $100,000                 1,543         10,601           3,656                   15,800
Time deposits of $100,000 or more                2,946          1,795             519                    5,260
                                         ----------------------------------------------------------------------
Total                                         $ 15,970      $  12,396        $  4,175         $ -     $ 32,541
                                         ----------------------------------------------------------------------

Rate sensitivity gap                          $  1,273      $ (10,890)       $ 11,471     $ 1,924     $  3,778
                                         ----------------------------------------------------------------------
Cumulative rate sensitivity gap               $  1,273      $  (9,617)       $  1,854     $ 3,778
                                         ======================================================================

Rate sensitivity gap ratio                        3.5%         -30.0%           31.6%        5.3%
                                         ---------------------------------------------------------
Cumulative rate sensitivity gap                                -26.5%            5.1%       10.4%
                                                       ===========================================
</TABLE>



                                       15
<PAGE>



     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 March 31, 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. Management has been successful in
improving the bank's net interest margin in spite of the 525 basis-point drop in
managed rates.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTH PERIOD ENDED MARCH 31, 2003 TO THREE MONTH PERIOD
ENDED MARCH 31, 2002:

     The Corporation reported a net loss for continuing operations of $10,000
for the three months ended March 31, 2003 compared to a net loss of $22,000 for
the three months ended March 31, 2002, representing a slight improvement in year
to date comparisons.

     Net interest income decreased by 9.5% to $410,000 for the three months
ended March 31, 2003 compared to $453,000 for the same period ended March 31,
2002. The net interest margin decreased to 4.0% at March 31, 2003, compared to
4.25% at March 31, 2002. The rate earned on interest earning assets decreased by
..51% from March 31, 2002 to 6.61% at March 31, 2003. The rate paid on interest
bearing liabilities decreased by .29% from March 31, 2002 to 3.02% at March 31,
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. Emphasis on balance sheet management should enable the
Corporation 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 three month periods ended March 31, 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.



                                       16
<PAGE>


Net Interest Income
Average Balances, Interest Income/Expense, Average Rates

<TABLE>
<CAPTION>

                                                                             Three months ended March 31,
                                                                    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                   $   544         $  1       0.74%         $    46         $  1        8.70%
Federal funds sold                                         538            3       2.23%             676            3        1.78%
Securities                                               1,554            8       2.06%           2,008           21        4.18%
Loans, including fees                                   38,354          665       6.94%          39,939          735        7.36%
                                                       -------         ----       ----          -------         ----
    Total earning assets/interest income                40,990          677       6.61%          42,669          760        7.12%
Cash and due from banks                                  2,892                                    2,588
Allowance for loan losses                                 (851)                                    (533)
Other assets                                             1,054                                    1,148
                                                       -------                                  -------
    Total assets                                       $44,085                                  $45,872
                                                       =======                                  =======

Liabilities and Equity
Interest bearing demand and money markets              $ 9,612         $ 38       1.58%         $10,747         $ 39        1.45%
Savings accounts                                           710            2       1.13%             703            2        1.14%
Time deposits less than $100,000                        16,997          171       4.02%           9,378          192        8.19%
Time deposits $100,000 and over                          7,995           56       2.80%          16,220           74        1.82%
                                                                       ----                                     ----
    Total interest bearing liabilities interest expense 35,314          267       3.02%          37,048          307        3.31%
                                                                       ----                                     ----
Noninterest bearing demand deposits                      5,449                                    4,610
Other liabilities                                          238                                      162
Shareholders' equity                                     3,084                                    4,052
                                                       -------                                  -------
    Total liabilities and shareholders' equity         $44,085                                  $45,872
                                                       =======                                  =======
Net interest income                                                    $410                                     $453
                                                                       ====                                     ====
Net interest spread                                                               3.58%                                     3.81%
                                                                                  ====                                      ====
Net interest margin                                                               4.00%                                     4.25%
                                                                                  ====                                      ====

</TABLE>


     The Corporation had an allowance for loan losses of 2.8% of total loans as
of March 31, 2003 and December 31, 2002, respectively. The provision for loan
losses for the three months ended March 31, 2003 and 2002 was $30,000 and zero,
respectively.

     Noninterest income was $223,000 for the three months ended March 31, 2003
compared to $134,000 for the same period in 2002. The increase was a result of
service charges on deposit accounts and gains on sale of loans.

     Noninterest expense for the first three months of 2003 increased by $4,000
as compared to the same period in 2002. The largest component of noninterest
expense was compensation and benefits, which totaled $358,000 and $357,000 for
the three months ended March 31, 2003 and 2002, respectively. The other
components of noninterest expense were consistent between the periods.
Management is in the process of reviewing personnel needs and other expenses in
order to reduce such costs to become more profitable at the current operating
level.




ITEM 3.  CONTROLS AND PROCEDURES

     In response to recent legislation and additional requirements, management
has reviewed the Corporation's internal control structure and disclosure
controls and procedures. As a result of such review, enhancements to formalize
and document procedures in place will be implemented prior to the end of 2003.
As required, the effectiveness of our internal control structure and financial
reporting disclosure controls will be evaluated quarterly. Based on their
evaluation as of a date within 90 days of filing this form 10-QSB, J. William
Sumner, Chief Executive Officer and Frank D. Blowers, Principal Financial
Officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-14 and 15d-14 under the Securities and Exchange Act of 1934) are
effective to ensure that



                                       17

<PAGE>
material information relating to the Corporation would be made known to them by
others within the Corporation, particularly during the period this Form 10-QSB
was being prepared.

     No significant changes were made to the internal controls or in the other
factors that could significantly affect these controls subsequent to the date of
their evaluation and there were no corrective actions with regard to significant
deficiencies or material weaknesses of these controls.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

     None

ITEM 5. OTHER INFORMATION

     Subsequent to a joint examination by regulatory examiners, Lakeside has
been advised by such regulatory examiners that they have concerns with certain
areas of Lakeside's operations, including asset quality, earnings, management
and capital, and that a corrective action program will be forthcoming. They
also are requiring Lakeside to provide 30 days' prior written notice of the
addition or replacement of any member of its board of directors, and of the
employment or change in employment of any senior executive officer. The
Corporation believes that the concerns of the regulatory examiners
substantially reflect historical practices and have been addressed or are being
addressed. In addition to having taken steps to correct past practices, the
Corporation continues to actively work with the regulatory examiners. In
addition, the Corporation believes that the proposed sale of North Oakland
will ameliorate many of the concerns.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits


         99.1       Certification of Chief Executive Officer

         99.2       Certification of Principal Financial  Officer

     (b) Reports on Form 8-K

         None




                                       18
<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.



May 14, 2003                             Michigan Community Bancorp Limited

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

                                              By: /s/ Frank D. Blowers
                                              ---------------------------
                                              Frank D. Blowers
                                              Principal Financial Officer



                                       19

<PAGE>


I, J. William Sumner, certify that:

     1.    I have reviewed this quarterly report on Form 10-Q of March 31, 2003;

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

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

     4.    The registrant's other certifying officer and I are responsible
           for establishing and maintaining disclosure controls and
           procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
           for the registrant and have:

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

           b.  Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

           c.  Presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

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

           a.  All significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrants
               ability to record, process, summarize and report financial
               data and have identified for the registrant's auditors any
               material weaknesses in internal controls; and

           b.  Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and


                                       20

<PAGE>



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




/s/   J. William Sumner
   ------------------------------
      J. William Sumner
      Chief Executive Officer
      May 14, 2003




                                     21

<PAGE>




I, Frank D. Blowers, certify that:


     7.  I have reviewed this quarterly report on Form 10-Q of March 31, 2003;

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

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

     10. The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

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

              b.  Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

              c.  Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

     11. The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function);

              a.  All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the registrants
                  ability to record, process, summarize and report financial
                  data and have identified for the registrant's auditors any
                  material weaknesses in internal controls; and

              b.  Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and



                                       22
<PAGE>




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




/s/      Frank D. Blowers
   ------------------------
         Frank D. Blowers
         Principal Financial Officer
         May 14, 2003







                                       23

<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NUMBER             DESCRIPTION

99.1                       906 Certification of Chief Executive Officer
99.2                       906 Certification of Principal Financial Officer




                                       24