# SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

_________________

# FORM 10-QSB/AAmendment No. 1

[X] QUARTERLY REPORT UNDER
SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period
ended September 30, 2003

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

For the transition
period from _______ to ________

Commission file number:
333-63685

CLARKSTON FINANCIAL
CORPORATION (Exact name of small
business issuer as specified in its charter)

MICHIGAN                 38-3412321
(State of other jurisdiction
of                 (I.R.S.
Employer
incorporation or
organization)                 Identification
No.)

15 South Main Street,
Clarkston, Michigan 48346 (Address of principal
executive offices) (Zip Code)

Registrants
telephone number, including area code: (248) 625-8585

__________________________________________________________

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

The number of shares outstanding of
each of the issuers classes of common stock, as of the latest practicable date:
1,037,029 shares of the Companys Common Stock (no par value) were outstanding as of
September 30, 2003.

Transitional Small Business Disclosure Format (check one):  Yes
    No X



---



# EXPLANATORY NOTE



Clarkston Financial Corporation is filing this Amendment No. 1 on Form 10-QSB/A to correct a typographical error
in Clarkston Financial Corporation's "Net Cash Provided by Operating Activities" for the Nine Months Ended
September 30, 2003, as reported in its Consolidated Statement of Cash Flows for the Nine Month Periods ended
September 30, 2003 and September 30, 2002, in Part I, Item 1 of Clarkston Financial Corporation's Quarterly
Report on Form 10-QSB filed for the period ending September 30, 2003.  This Amendment No. 1 continues to speak as
of the date of the original filing of the Quarterly Report on Form 10-QSB.  No other information in the
originally filed Quarterly Report on Form 10-QSB is amended hereby.

2

---

# Part I Financial
Information (unaudited)

CLARKSTON FINANCIAL
CORPORATION CONSOLIDATED BALANCE
SHEET September 30, 2003
(unaudited) and December 31, 2002 (dollars in thousands)

|                                                        |  |                  
|------------------------------------------------------- |  | -----------------
|                                                        |  |                  
|                                                        |  | September 30,2003
|                                                        |  |                  
|                                                        |  | (Unaudited)      
|ASSETS                                                  | 
|                                                       
|Cash and Cash Equivalents                               | 
|Total cash and due from banks                           |  | $     3,231      
|Federal funds sold                                      |  | 6,119            
|                                                        |  |                  
|Total Cash and Cash Equivalents                         |  | 9,350            
|                                                       
|Securities Available for Sale, at fair value            |  | 36,840           
|                                                       
|Loans, less Loan Loss Reserve                           | 
|Total loans                                             |  | 84,743           
|Allowance for loan losses                               |  | (1,065           
|                                                        |  |                  
|Net Loans                                               |  | 83,678           
|                                                       
|Net Property and Equipment                              |  | 1,365            
|Accrued interest receivable                             |  | 333              
|Deferred Tax Asset                                      |  | 292              
|Other Assets                                            |  | 124              
|                                                        |  |                  
|Total Assets                                            |  | $ 131,982        
|                                                        |  |                  
|LIABILITIES AND SHAREHOLDERS' EQUITY                    | 
|                                                       
|Deposits                                                | 
|Noninterest-bearing                                     |  | 18,851           
|Interest-bearing                                        |  | 102,241          
|                                                        |  |                  
|Total deposits                                          |  | 121,092          
|Accrued Expenses and Other Liabilities                  |  | 548              
|Deferred Tax Liability                                  |  | -                
|Shareholders' Equity                                    | 
|Common stock, no par value: 10,000,000                  |  | 4,364            
|Shares authorized; 1,037,029 and 1,025,172 shares       | 
|issued and outstanding respectively as of September 30, | 
|2003 and December 31, 2002                              | 
|Capital surplus                                         |  | 4,364            
|Unearned Compensation                                   |  | (32              
|Retained Earnings                                       |  | 1,878            
|Accumulated other comprehensive income                  |  | (232             
|                                                        |  |                  
|Total Shareholders' Equity                              |  | 10,342           
|                                                        |  |                  
|Total Liabilities and Shareholders' Equity              |  | $ 131,982        
|                                                        |  |                  

See accompanying notes
to consolidated financial statements

3

---



CLARKSTON FINANCIAL
CORPORATION CONSOLIDATED STATEMENT
OF INCOME 
Three
and Nine Month Periods Ended September 30, 2003 and September 30, 2002 (dollars in
thousands, except per share data)(unaudited)

|                                                             |  |                                    |  |                                   
|------------------------------------------------------------ |  | ---------------------------------- |  | ----------------------------------
|                                                             |  |                                    |  |                                   
|                                                             |  | Three MonthsEndedSeptember 30,2003 |  | Three MonthsEndedSeptember 30,2002
|                                                             |  |                                    |  |                                   
|                                                             |  | (unaudited)                        |  | (unaudited)                       
|Interest Income                                             
|Loans, including fees                                        |  | $1,383                             |  | $   880                           
|Securities                                                   |  | 301                                |  | 692                               
|Federal Funds sold                                           |  | 11                                 |  | 16                                
|                                                             |  |                                    |  |                                   
|Total interest income                                        |  | 1,695                              |  | 1,588                             
|                                                            
|Interest Expense                                             | 
|Deposits                                                     |  | 601                                |  | 729                               
|                                                             |  |                                    |  |                                   
|Net Interest Income                                          |  | 1,094                              |  | 859                               
|                                                            
|Provision for loan losses                                    |  | 70                                 |  | 108                               
|                                                             |  |                                    |  |                                   
|Net interest income                                          | 
|After provision for loan losses                              |  | 1,024                              |  | 751                               
|                                                            
|Noninterest income                                           | 
|Gains on sale of securities                                  |  | 96                                 |  | 36                                
|Gain on sale of loans                                        |  | 65                                 |  | -                                 
|Other income                                                 |  | 121                                |  | 99                                
|                                                             |  |                                    |  |                                   
|Total noninterest income                                     |  | 282                                |  | 135                               
|                                                            
|Noninterest expense                                          | 
|Salaries and benefits                                        |  | 376                                |  | 279                               
|Occupancy expense                                            |  | 53                                 |  | 54                                
|Office expense                                               |  | 46                                 |  | 45                                
|Computer and data processing expenses                        |  | 75                                 |  | 54                                
|Advertising and public relations                             |  | 21                                 |  | 39                                
|Professional fees                                            |  | 56                                 |  | 54                                
|Amortization of deposit premium
         and conversion cost |  | 6                                  |  | 6                                 
|Other expense                                                |  | 116                                |  | 53                                
|                                                             |  |                                    |  |                                   
|Total noninterest expense                                    |  | 749                                |  | 584                               
|                                                             |  |                                    |  |                                   
|Profit before federal income tax                             |  | 557                                |  | 302                               
|                                                            
|Federal income tax                                           |  | 105                                |  | 107                               
|                                                             |  |                                    |  |                                   
|Net profit                                                   |  | $   452                            |  | $   195                           
|                                                             |  |                                    |  |                                   
|Basic earnings per share                                     |  | .44                                |  | .19                               
|Diluted earnings per share                                   |  | .43                                |  | .19                               

See
accompanying notes to consolidated financial statements.

4

---



CLARKSTON FINANCIAL
CORPORATION 
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME Three and Nine Month Periods Ended September 30, 2003
and September 30, 2002 (dollars in thousands) (Unaudited)

|                                               |  |                                    |   |                                   
|---------------------------------------------- |  | ---------------------------------- | - | ----------------------------------
|                                               |  |                                    |   |                                   
|                                               |  | Three MonthsEndedSeptember 30,2003 |   | Three MonthsEndedSeptember 30,2002
|                                               |  |                                    |   |                                   
|Net profit as Reported                         |  | $ 452                              |   | $195                              
|                                              
|Other Comprehensive Income (loss), Net of Tax: | 
|                                              
|Change in unrealized gain / loss on securities | 
|available for sale                             |  | (705                               | ) | 575                               
|                                               |  |                                    |   |                                   
|Comprehensive Profit/(Loss)                    |  | $(253                              | ) | $770                              
|                                               |  |                                    |   |                                   

5

---



CLARKSTON FINANCIAL
CORPORATION CONSOLIDATED STATEMENT
OF CHANGES IN SHAREHOLDERS EQUITY Nine Month Period ended
September 30, 2003 (dollars in thousands) (Unaudited)

|                                 |  |              |  |                 |  |               
|-------------------------------- |  | ------------ |  | --------------- |  | --------------
|                                 |  | Common Stock |  | Capital Surplus |  | Unearned Comp.
|                                 |  |              |  |                 |  |               
|Balance December 31, 2002        |  | $ 4,311      |  | $ 4,311         |  | --            
|                                
|Issuance of restricted stock     |  | 18           |  | 18              |  | (36           
|                                
|Recognition of compensation for  | 
|restricted stock award           |  |              |  |                 |  | 4             
|Issuance of stock-options        | 
|exercised                        |  | 35           |  | 35              |  |               
|Net income for nine months       | 
|ended September 30,              | 
|2003 (unaudited)                 |  |              |  |                 |  |               
|                                
|Decrease in fair market value of | 
|securities available for sale    |  |              |  |                 |  |               
|                                 |  |              |  |                 |  |               
|Balance September 30, 2003       |  | $ 4,364      |  | $ 4,364         |  | $(32          
|                                 |  |              |  |                 |  |               

6

---



CLARKSTON FINANCIAL
CORPORATION CONSOLIDATED STATEMENT
OF CASH FLOWS Nine Month Periods
ended September 30, 2003 and September 30, 2002 (dollars in thousands) (unaudited)

|                                                         |  |                                  
|-------------------------------------------------------- |  | ---------------------------------
|                                                         |  |                                  
|                                                         |  | Nine MonthsEndedSeptember 30,2003
|                                                         |  |                                  
|Net Cash Provided by Operating Activities:               | 
|Net cash provided by operating activities                |  | $   1,714                        
|                                                        
|Cash Flows from Investing Activities:                    | 
|Net increase in loans                                    |  | (30,021                          
|Purchase of held-to-maturity securities                  |  | --                               
|Purchase of available-for-sale securities                |  | (30,001                          
|Proceeds from sales of available-for-sale securities     |  | 46,978                           
|Property and equipment expenditures                      |  | (46                              
|                                                         |  |                                  
|Net cash used in investing activities                    |  | (13,090                          
|                                                        
|Cash Flows from Financing Activities:                    | 
|Increase in deposits                                     |  | 16,169                           
|Proceeds from sale of stock                              |  | 70                               
|                                                         |  |                                  
|Net cash provided by financing activities                |  | 16,239                           
|                                                        
|Net increase (decrease) in cash and cash equivalents     |  | 4,863                            
|Cash and cash equivalents at beginning of year           |  | 4,487                            
|                                                         |  |                                  
|Cash and cash equivalents at September 30, 2003 and 2002 |  | $   9,350                        
|                                                         |  |                                  

See accompanying notes to consolidated
financial statements.

7

---



CLARKSTON FINANCIAL
CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (unaudited) and December 31,
2002

NOTE 1 - SUMMARY OF CRITICAL ACCOUNTING POLICIES

Basis of Presentation - The accompanying  unaudited condensed  consolidated  financial statements have
been prepared in accordance with
generally accepted accounting  principles for interim financial  information and with the instructions to Form
10-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and footnotes  required by
generally  accepted  accounting
principles for complete  financial  statements.  In the opinion of management,  all adjustments  (consisting
only of normal  recurring
accruals)  considered  necessary for a fair  presentation  have been included.  Operating  results for the three
months ended September
30,  2003,  are not  necessarily  indicative  of the results that may be expected  for the year ending  December
31, 2003.  For further
information,  refer to the  consolidated  financial  statements and footnotes  thereto  included in the Company's
Proxy Statement dated
April 4, 2003, containing audited financial statements as of December 31, 2002, 2001 and 2000.

Principles  of  Consolidation  - The  accompanying  consolidated  financial  statements  include the
accounts of  Clarkston  Financial
Corporation  (the  "Company"),  and its  wholly-owned  subsidiary,  Clarkston State Bank (the "Bank").  All
significant  inter-company
accounts and transactions have been eliminated in consolidation.

Use of Estimates - To prepare financial  statements in conformity with accounting  principles  generally
accepted in the United States
of America,  management  makes estimates and assumptions  based on available  information.  These estimates and
assumptions  affect the
amounts reported in the financial  statements and the disclosures  provided,  and future results could differ.
The  collectibility  of
loans, fair values of financial instruments, and status of contingencies are particularly subject to
change.

Income Taxes - Deferred income taxes assets and liabilities  are determined  using the liability (or
balance sheet) method.  Under this
method,  the net deferred tax asset or liability is determined based on the tax effects of the various
temporary  differences  between
the book and tax bases of the various balance sheet assets and  liabilities  and gives current  recognition to
changes in tax rates and
laws.

Allowance for Loan Losses - The allowance for loan losses is established  as losses are estimated to have
occurred  through a provision
for loan losses charged to earnings.  Loan losses are charged against the allowance when management believes the
uncollectibility of a
loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The  allowance  for loan losses is evaluated on a regular  basis by  management  and is based on  management's
periodic  review of the
collectibility of the loans in light of historical  experience,  the nature and volume of the loan portfolio,
adverse  situations that
may affect the borrower's  ability to repay,  estimated value of any underlying  collateral and prevailing
economic  conditions.  This
evaluation is inherently  subjective as it requires estimates that are susceptible to significant  revision as
more information becomes
available.

A loan is considered  impaired when,  based on current  information and events,  it is probable that the
Corporation  will be unable to
collect the scheduled  payments of principal or interest when due according to the  contractual  terms of the
loan  agreement.  Factors
considered by management in determining

8

---



CLARKSTON FINANCIAL
CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (unaudited) and December 31,
2002

impairment  include payment status,  collateral value and the  profitability of collecting  scheduled  principal
and interest  payments
when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified
as impaired.

Management  determines the significance of payment delays and payment  shortfalls on a case-by-case  basis,
taking into  consideration
all of the  circumstances  surrounding  the loan and the  borrower,  including  length of the delay,  the
reasons  of the  delay,  the
borrowers'  prior  payment  record,  and the amount of the  shortfall in relation to the  principal  and
interest  owed.  Impairment is
measured on a  loan-by-loan  basis for  commercial  and  construction  loans by either the present value of
expected  future cash flows
discounted at the loan's effective  interest rate, the loan's  obtainable market price, or the fair value of the
collateral if the loan
is collateral dependent.

Large groups of  homogeneous  loans are  collectively  evaluated for  impairment.  Accordingly,  the
Corporation  does not  separately
identify individual consumer and residential loans for impairment disclosures.

Stock Compensation  Plans - The Corporation has chosen to measure  compensation cost for director and
employee stock compensation plans
using the intrinsic  value-based method of accounting,  whereby  compensation cost is the excess, if any, of the
quoted market price of
the stock at grant date (or other  measurement  date) over the amount an option  holder  must pay to acquire the
stock.  Stock  options
issued under the  Corporation's  stock option plan have no intrinsic  value at the grant date, and no
compensation  cost is recognized
for them. The fair value-based  method of accounting for stock  compensation  plans measures  compensation cost
at the grant date based
on the value of the award and is  recognized  over the service  period,  which is usually  the  vesting  period.
The  Corporation  has
provided  pro forma  disclosures  of net income and  earnings  per share and other  disclosures  as if the fair
value  based  method of
accounting has been applied. The pro forma disclosures include the effects of all awards granted since the
Corporation's inception.

NOTE 2 - COMPUTATION OF EARNINGS PER SHARE

Basic earnings (loss) per share is based on net income (loss) divided by the weighted average number of shares
outstanding  during the
period.

NOTE 3 - SECURITIES

At September 30, 2003,  investment  securities having a carrying value of $6.8 million were pledged to local
municipalities and county
governments. Securities are pledged as required by law to be used as collateral for public liabilities.

The Bank does not have any  securities in its portfolio  that are  classified as held to maturity.  All
securities  are  classified as
available for sale and the amortized cost and fair values of those securities are as follows (dollars in
thousands):

9

---



CLARKSTON FINANCIAL
CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (unaudited) and December 31,
2002

|                               |  |               |  |                      |  |                       |  |                      | 
|------------------------------ |  | ------------- |  | -------------------- |  | --------------------- |  | -------------------- | 
|                               |  | AmortizedCost |  | GrossUnrealizedGains |  | Gross UnrealizedGains |  | EstimatedMarketValue | 
|                               |  |               |  |                      |  |                       |  |                      | 
|September 30, 2003 (Unaudited) | 
|Taxable variable rate demand   | 
|Municipal revenue bonds,       | 
|Short term corporate           | 
|Commercial paper, and bonds    | 
|of government agencies         |  | $     37,193  |  | $          181       |  | $          534        |  | $ 36,840             | 
|                               |  |               |  |                      |  |                       |  |                      | 

Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties. Listed below are the contractual maturities
of debt securities at September 30, 2003:

|                      |  |                              
|--------------------- |  | -----------------------------
|                      |  |                              
|                      |  | Available-for-Sale Securities
|                      |  |                              
|                      |  | AmortizedCost                
|                      |  |                              
|                      |  | (dollars in thousands)       
|                     
|Due from 2003 to 2004 |  | $         0                  
|Due from 2004 to 2006 |  | 0                            
|Due from 2006 to 2008 |  | 25                           
|Due from 2009 to 2032 |  | 37,168                       
|                      |  |                              
|                      |  | $37,193                      
|                      |  |                              

NOTE 4  LOANS

Loans
are as follows (dollars in thousands):

|                          |  |                  
|------------------------- |  | -----------------
|                          |  |                  
|                          |  | September 30,2003
|                          |  |                  
|                          |  | (Unaudited)      
|                         
|Commercial                |  | $73,375          
|Mortgage                  |  | 6,760            
|Consumer                  |  | 4,608            
|                          |  |                  
|Gross Loans               |  | 84,743           
|Allowance for loan losses |  | 1,065            
|                          |  |                  
|Net Loans                 |  | $83,678          
|                          |  |                  

10

---



CLARKSTON FINANCIAL
CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (unaudited) and December 31,
2002

Activity
in the allowance for loan losses is as follows (dollars in thousands):

|                                             |  |                                  
|-------------------------------------------- |  | ---------------------------------
|                                             |  |                                  
|                                             |  | Nine monthsEndedSeptember 30,2003
|                                             |  |                                  
|                                             |  | (Unaudited)                      
|Balance at beginning of period               |  | $    696                         
|Provision charged to operating expense       |  | 496                              
|Loan losses                                  |  | (143                             
|Loan recoveries                              |  | 16                               
|                                             |  |                                  
|Balance at end of period                     |  | $ 1,065                          
|                                             |  |                                  
|Allowance for loan losses as a percentage of | 
|loans at end of period                       |  | 1.26                             
|                                             |  |                                  

The table below outlines the
allowance for loan loss allocations (dollars in thousands):

|                      |  |                    |  |                                |  |                 |  |                                |  
|--------------------- |  | ------------------ |  | ------------------------------ |  | --------------- |  | ------------------------------ | -
|                      |  | September 30, 2003 |  | December 31, 2002              | 
|                      |  |                    |  |                                | 
|                      |  | AllowanceAmount    |  | % of eachcategoryto totalloans |  | AllowanceAmount |  | % of eachcategoryto totalloans |  
|Commercial            |  | $   976            |  | 1.15%                          |  | $487            |  | .89                            | %
|Real estate mortgages |  | 51                 |  | .06%                           |  | 110             |  | .20                            |  
|Consumer              |  | 35                 |  | .05%                           |  | 99              |  | .18                            |  
|Unallocated           |  | 3                  |  | 0%                             |  | 0               |  | 0                              |  
|                      |  |                    |  |                                |  |                 |  |                                |  
|Total                 |  | $1,065             |  | 1.26%                          |  | $696            |  | 1.27                           | %
|                      |  |                    |  |                                |  |                 |  |                                |  

The above  allocations are not intended to imply  limitations on the usage of the allowance.  The entire
allowance is available for any
future loans without regards to loan type.NOTE 5 - PREMISES AND EQUIPMENT-NET

Premises and equipment are as follows (dollars in thousands):

|                                  |  |                   
|--------------------------------- |  | ------------------
|                                  |  |                   
|                                  |  | September 30, 2003
|                                  |  |                   
|                                  |  | (unaudited)       
|Building and improvements         |  | $1,095            
|Furniture and equipment           |  | 722               
|                                  |  |                   
|Total Bank premises and equipment |  | 1,817             
|                                 
|Less accumulated depreciation     |  | 452               
|                                  |  |                   
|Net carrying amount               |  | $1,365            
|                                  |  |                   

11

---



CLARKSTON FINANCIAL
CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (unaudited) and December 31,
2002

# NOTE 6  DEPOSITS

Deposits are summarized as follows
(dollars in thousands):

|                                             |  |                  
|-------------------------------------------- |  | -----------------
|                                             |  |                  
|                                             |  | September 30,2003
|                                             |  |                  
|Non-Interest Bearing Demand Deposit Accounts |  | $  18,851        
|Interest-Bearing Demand deposit accounts     |  | 9,169            
|Savings accounts                             |  | 5,848            
|Money market accounts                        |  | 45,699           
|Certificates of Deposit                      |  | 41,525           
|                                             |  |                  
|                                             |  | $121,092         
|                                             |  |                  

# NOTE 7  STOCK
BASED COMPENSATION

The Corporation has two stock-based
compensation plans. Under the employees Stock Compensation Plan (Employee
Plan), the Corporation may grant options or issue restricted stock to key employees
for up to 26,125 shares of common stock. Under the 1998 Founding Directors Stock Option
Plan (Director Plan), the Corporation may grant options for up to 78,375
shares of common stock. Under both plans, there is a minimum vesting period of between one
to three years before the options may be exercised, and all options expire 10 years after
the date of their grant. Certain options (contingent options) under both plans vest on an
accelerated basis upon the achievement of various future financial and operational goals.
All such options vest 9.5 years after the date of grant regardless of achievement of
future goals. Under both plans, the exercise price of each option equals the market price
of the Corporations common stock on the date of grant.

The following table summarizes stock
option transactions for both plans and the related average exercise prices for the nine
month periods ended September 30, 2003 and 2002:

|                                          |  |                 |  |                             
|----------------------------------------- |  | --------------- |  | ----------------------------
|                                          |  |                 |  |                             
|                                          |  | 2003            |  | 2002                        
|                                          |  |                 |  |                             
|                                          |  | Numberof Shares |  | WeightedAverageExercisePrice
|                                          |  |                 |  |                             
|Options Outstanding - beginning of period |  | 57,643          |  | $9.01                       
|Options granted                           |  | --              |  | --                          
|Options exercised                         |  | 8,107           |  | 8.54                        
|Options expired                           |  | --              |  | --                          
|                                          |  |                 |  |                             
|Options Outstanding - End of period       |  | 49,536          |  | $8.95                       
|                                          |  |                 |  |                             

12

---



CLARKSTON FINANCIAL
CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (unaudited) and December 31,
2002

The following table shows summary
information about fixed stock options outstanding at September 30, 2003:

|              |  |                           |  |                           |  |                                        
|------------- |  | ------------------------- |  | ------------------------- |  | ---------------------------------------
|              |  |                           |  |                           |  |                                        
|              |  | Stock Options Outstanding |  | Stock Options Exercisable
|              |  |                           |  |                          
|              |  | Range ofExercisePrices    |  | Number ofShares           |  | WeightedAverageRemainingContractualLife
|              |  |                           |  |                           |  |                                        
|Contingent    |  | $     9.09                |  | 24,060                    |  | 5.1 years                              
|Noncontingent |  | 9.09                      |  | 25,476                    |  | 5.1 years                              

The Corporation has adopted the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, but applies the intrinsic value method to account for its plan. The
Corporation has estimated fair market value of the options granted in 2000 at $2.34 per
share, using a minimum value concept. The value was calculated using an
assumed interest rate of 6.5 percent and estimated life of five years.

If the Corporation had elected to
recognize compensation costs for the plans based on the fair value of awards at the grant
date, net income per share on a pro forma basis for three and nine month periods ended
September 30, 2003 and 2002 would have been as follows (000s omitted, except per share
data):

|               |  |  |                                       |  |                                      |  |            | 
|-------------- |  |  | ------------------------------------- |  | ------------------------------------ |  | ---------- | 
|               |  |  |                                       |  |                                      |  |            | 
|               |  |  | Three Month Period Ended September 30 |  | Nine Month Period Ended September 30 | 
|               |  |  |                                       |  |                                      | 
|               |  |  | 2003                                  |  | 2002                                 |  | 2003       | 
|               |  |  |                                       |  |                                      |  |            | 
|               |  |  | AsReported                            |  | ProForma                             |  | AsReported | 
|Net income     |  |  | $452                                  |  | $448                                 |  | $195       | 
|Net income per | 
|common share:  | 
|Basic          |  |  | .44                                   |  | .43                                  |  | .19        | 
|Fully diluted  |  |  | .43                                   |  | .43                                  |  | .19        | 

Shares of restricted stock issued to
employees in 2003 were valued at the market price of the stock at the award date.
Compensation expense is being recognized over the three year vesting period for the
restricted stock.

13

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# NOTE 8  MINIMUM
REGULATORY CAPITAL REQUIREMENTS

The Corporation (on a consolidated
basis) and the Bank are subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can initiate
certain mandatory and possibly additional discretionary actions by regulators that, if
undertaken, could have a direct material effect on the Corporations and the
Banks financial statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Corporation and the Bank must meet specific
capital guidelines that involve quantitative measures of the assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting practices. The
capital amounts and classification are also subject to qualitative judgments by regulators
about components, risk weightings, and other factors. Prompt corrective action provisions
are not applicable to bank holding companies.

14

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CLARKSTON FINANCIAL
CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2003 (unaudited) and December 31,
2002

Quantitative measures established by
regulation to ensure capital adequacy require the Corporation and the Bank to maintain
minimum amounts and ratios (set forth in the following table) of total and Tier I capital
(as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital
(as defined) to average assets (as defined). Management believes, as of September 30, 2003
and December 31, 2002, that the Corporation and the Bank met all capital adequacy
requirements to which they are subject.

As of September 30, 2003, the most
recent notification from the FDIC categorized the Bank as well-capitalized under the
regulatory framework for prompt corrective action. To be categorized as well-capitalized,
an institution must maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as set forth in the following table. There are no conditions or events
since that notification that management believes have changed the Banks capital
category. The Corporations and the Banks actual capital amounts and ratios as
of September 30, 2003 and December 31, 2002 are also presented in the table below (dollars
in thousands).

|                                                       |  |         |  |                              |  |                      
|------------------------------------------------------ |  | ------- |  | ---------------------------- |  | ---------------------
|                                                       |  |         |  |                              |  |                      
|                                                       |  | Actual  |  | For CapitalAdequacy Purposes |  | To beWell-Capitalized
|                                                       |  |         |  |                              |  |                      
|                                                       |  | Amount  |  | Ratio(Percent)               |  | Amount               
|As of September 30, 2003:                              | 
|Total risk-based capital     (to risk-weighted assets) |  | $11,571 |  | 12.03                        |  | $7,693               
|Tier 1 capital     (to risk-weighted assets)           |  | 10,506  |  | 10.92                        |  | 3,847                
|Tier 1 capital      (to average assets)                |  | 10,506  |  | 8.16                         |  | 5,149                
|                                                      
|As of December 31, 2002:                               | 
|Total risk-based capital                               |  | $10,116 |  | 14.76                        |  | $5,482               
|(to risk-weighted assets)                              | 
|Tier 1 capital                                         |  | 9,420   |  | 13.75                        |  | 2,741                
|(to risk-weighted assets)                              | 
|Tier 1 capital                                         |  | 9,420   |  | 8.32                         |  | 4,529                
|(to average assets)                                    | 

15

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SIGNATURES

In
accordance with the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Quarterly Report on Form 10-QSB/A for the quarter ended
September 30, 2003, to be signed on its behalf by the undersigned, thereunto duly
authorized.

| | CLARKSTON FINANCIAL CORPORATION
| | -------------------------------
|
|
| | /s/ Edwin L. Adler             
| |                                
| | Edwin L. Adler                 
| | Chairman of the Board          
|
|
| | /s/ J. Grant Smith             
| |                                
| | J. Grant Smith                 
| | Chief Financial Officer        

DATE: December 30, 2003

16

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EXHIBIT LIST

| | 31.1 |  | Certificate of the Chief Executive Officer of Clarkston Financial Corporation pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 |  | Certificate of the Chief Financial Officer of Clarkston Financial Corporation pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 |  | Certificate of the Chief Executive Officer and Chief Financial Officer of Clarkston
Financial Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

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Exhibit 31.1

# CERTIFICATIONS

I, Edwin L. Adler, certify that:

|1. | I have reviewed this quarterly report on Form 10-QSB/A of Clarkston Financial
          Corporation;
|-- | ----------------------------------------------------------------------------------------------------

|2. | Based on my knowledge, this quarterly report does not contain any untrue
          statement of a 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 report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (a) | designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter that has materially affected, or is reasonably likely to
               materially affect, the registrants internal control over financial
               reporting; and ;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation of internal controls over financial reporting, to the
          registrants auditors and the audit committee of registrants board of
          directors (or persons performing the equivalent functions):
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies in the design or operation of internal control over
               financial reporting which are reasonably likely to adversely affect the
               registrants ability to record, process, summarize and report financial
               information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

---



| | (b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal control over
               financial reporting.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: December 30, 2003

| |                      
| | ---------------------
| | /s/ Edwin L. Adler   
| |                      
| | Edwin L. Adler       
| | Chairman of the Board

19

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Exhibit 31.2

# CERTIFICATIONS

I, J. Grant Smith, certify that:

|1. | I have reviewed this quarterly report on Form 10-QSB/A of Clarkston Financial
          Corporation;
|-- | ----------------------------------------------------------------------------------------------------

|2. | Based on my knowledge, this quarterly report does not contain any untrue
          statement of a 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 report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (a) | designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter that has materially affected, or is reasonably likely to
               materially affect, the registrants internal control over financial
               reporting; and ;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation of internal controls over financial reporting, to the
          registrants auditors and the audit committee of registrants board of
          directors (or persons performing the equivalent functions):
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies in the design or operation of internal control over
               financial reporting which are reasonably likely to adversely affect the
               registrants ability to record, process, summarize and report financial
               information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

---



| | (b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal control over
               financial reporting.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: December 30, 2003

| |                        
| | -----------------------
| | /s/ J. Grant Smith     
| |                        
| | J. Grant Smith         
| | Chief Financial Officer

21

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# EXHIBIT 32.1

Each of, Edwin L. Adler, Chief
Executive Officer, and J. Grant Smith, Chief Financial Officer, of Clarkston Financial
Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

(1)    
          the Quarterly Report on Form 10-QSB/A for the quarterly period ended September 30,
          2003 which this statement accompanies fully complies with the requirements of
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)    
          the information contained in the Quarterly Report on Form 10-QSB/A for the
          quarterly period ended September 30, 2003 fairly presents, in all material
          respects, the financial condition and results of operations of Clarkston
          Financial Corporation.

Date: December 30, 2003

| |                        
| | -----------------------
| | /s/ Edwin L. Adler     
| |                        
| | Edwin L. Adler         
| | Chairman of the Board  
|
|
| | /s/ J. Grant Smith     
| |                        
| | J. Grant Smith         
| | Chief Financial Officer

22

---