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U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

[X]     Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2002

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from  to

Commission file number 333-65101

FLORIDA BUSINESS BANCGROUP, INC.(Exact Name of Small Business Issuer as Specified in Its Charter)

|                                          |  |                    
|----------------------------------------- |  | -------------------
|Florida                                   |  | 59-3517595         
|                                          |  |                    
|(State or Other Jurisdiction              |  | (I.R.S. Employer   
|of Incorporation or Organization)         |  | Identification No.)
|                                          |  |                    
|2202 North Westshore Boulevard, Suite 150 |  |                    
|Tampa, Florida                            |  | 33607              
|                                          |  |                    
|(Address of Principal Executive Offices)  |  | (Zip Code)         

(813) 281-0009

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(Registrants Telephone Number, Including Area Code)


N/A

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(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)


Check whether the issuer: (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act 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

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:

|                                       |  |                            
|-------------------------------------- |  | ---------------------------
|Common stock, par value $.01 per share |  | 1,320,700 shares           
|                                       |  |                            
|(class)                                |  | Outstanding at July 9, 2002

Transitional Small Business Format (Check One):      YES [   ]       NO [X]



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TABLE OF CONTENTS



|                                                                 |                                                                                               |                                                              |  |  |  |  |  | 
|---------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                   
|                                                                 | Item 1. Financial Statements                                                                 
|                                                                 |                                                                                               | Condensed Consolidated Balance Sheets                       
|                                                                 |                                                                                               | Condensed Consolidated Statements of Operations             
|                                                                 |                                                                                               | Condensed Consolidated Statement of Stockholders Equity    
|                                                                 |                                                                                               | Condensed Consolidated Statements of Cash Flows             
|Notes to Condensed Consolidated Financial Statements (Unaudited)
|                                                                 |                                                                                               | Review by Independent Certified Public Accountants          
|                                                                 |                                                                                               | Report on Review by Independent Certified Public Accountants
|                                                                 | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II. OTHER INFORMATION                                      
|                                                                 | Item 1. Legal Proceedings                                                                    
|                                                                 | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                                 | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                      
|Gregory W. Bryant Supplemental Retirement Agmt                  
|Marti J. Warren Supplemental Retirement Agreement               
|Certification of CEO & CFO                                      



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

INDEX

|                              |                                                                                               |                                                                                                                 |    |       |     | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | -- | ----- | --- | 
|                              |                                                                                               |                                                                                                                 |    | Page 
|                              |                                                                                               |                                                                                                                 |    |      
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                                 |    |      
|                              | Item 1. Financial Statements                                                                  |                                                                                                                 |    |       |    
|                              |                                                                                               | Condensed Consolidated Balance Sheets 
At June 30, 2002 (Unaudited) and December 31, 2001                      |    |       | 2   | 
|                              |                                                                                               | Condensed Consolidated Statements of Operations (Unaudited) 
Three and Six Months ended June 30, 2002 and 2001 |    |       | 3   | 
|                              |                                                                                               | Condensed Consolidated Statement of Stockholders Equity (Unaudited) 
Six Months ended June 30, 2002           |    |       | 4   | 
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows (Unaudited) 
Six Months ended June 30, 2002 and 2001           |    |       | 5   | 
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                |    |       | 6-7 | 
|                              |                                                                                               | Review By Independent Certified Public Accountants                                                              |    |       | 8   | 
|                              |                                                                                               | Report on Review by Independent Certified Public Accountants                                                    |    |       | 9   | 
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                                 |    | 10-15 |    
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                                                 |    |      
|                              | Item 1. Legal Proceedings                                                                     |                                                                                                                 |    | 16    |    
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                 |    | 16    |    
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                 |    | 17    |    
|SIGNATURES                    |                                                                                               |                                                                                                                 | 18 |      

1



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




PART I. FINANCIAL INFORMATION




Item 1. Financial Statements




Condensed Consolidated Balance Sheets

($ in thousands, except share information)


|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |        |   |        | 
|------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ----------- | ------ | ------------ | ------ | - | ------ | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        | June 30,    |        | December 31,
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |             
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        | 2002        |        | 2001        
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |             
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        | (Unaudited) |        |              |        |  
|                                                                         | Assets                                                                                             |                                                                                                                           |                                            |        |             |        |              |        |  
|Cash and due from banks                                                  |                                                                                                    | $                                                                                                                         | 4,143                                      |        |             |        | 3,401        |       
|Federal funds sold and securities sold under agreements to repurchase    |                                                                                                    |                                                                                                                           | 6,570                                      |        |             |        | 8,079        |       
|Interest-bearing deposits in banks                                       |                                                                                                    |                                                                                                                           | 996                                        |        |             |        | 999          |       
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total cash and cash equivalents            |        |             | 11,709 |              |        |   | 12,479 | 
|Securities available for sale                                            |                                                                                                    |                                                                                                                           | 23,715                                     |        |             |        | 20,420       |       
|Loans, net of allowance for loan losses of $755 in 2002 and $524 in 2001 |                                                                                                    |                                                                                                                           | 59,976                                     |        |             |        | 45,181       |       
|Federal Home Loan Bank stock                                             |                                                                                                    |                                                                                                                           | 240                                        |        |             |        | 240          |       
|Premises and equipment, net                                              |                                                                                                    |                                                                                                                           | 356                                        |        |             |        | 426          |       
|Deferred income taxes                                                    |                                                                                                    |                                                                                                                           | 318                                        |        |             |        | 493          |       
|Accrued interest receivable                                              |                                                                                                    |                                                                                                                           | 503                                        |        |             |        | 360          |       
|Other assets                                                             |                                                                                                    |                                                                                                                           | 1,001                                      |        |             |        | 927          |       
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total assets                               |        | $           | 97,818 |              |        |   | 80,526 | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         | Liabilities and Stockholders Equity                                                               |                                                                                                                           |                                            |        |             |        |              |        |  
|Liabilities:                                                             |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         | Noninterest-bearing demand deposits                                                                |                                                                                                                           |                                            | 7,792  |             |        |              | 5,752  |  
|                                                                         | Savings and NOW deposits                                                                           |                                                                                                                           |                                            | 2,563  |             |        |              | 2,801  |  
|                                                                         | Money-market deposits                                                                              |                                                                                                                           |                                            | 15,088 |             |        |              | 13,546 |  
|                                                                         | Time deposits                                                                                      |                                                                                                                           |                                            | 50,152 |             |        |              | 36,179 |  
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total deposits                             |        |             | 75,595 |              |        |   | 58,278 | 
|                                                                         | Federal Home Loan Bank advances                                                                    |                                                                                                                           |                                            | 4,000  |             |        |              | 4,800  |  
|                                                                         | Other borrowings                                                                                   |                                                                                                                           |                                            | 4,779  |             |        |              | 4,750  |  
|                                                                         | Official checks                                                                                    |                                                                                                                           |                                            | 485    |             |        |              | 216    |  
|                                                                         | Other liabilities                                                                                  |                                                                                                                           |                                            | 344    |             |        |              | 158    |  
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total liabilities                          |        |             | 85,203 |              |        |   | 68,202 | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|Stockholders equity:                                                    |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         | Preferred stock:                                                                                   |                                                                                                                           |                                            |        |             |        |              |        |  
|                                                                         |                                                                                                    | Designated Series A, $.01 par value, redeemable at $100 per
share, 1,000 shares so designated, none issued or outstanding |                                            |        |            |        |              |        |  |       
|                                                                         |                                                                                                    | Nondesignated, no par value, 1,999,000 shares authorized,
none issued or outstanding                                      |                                            |        |            |        |              |        |  |       
|                                                                         | Common stock, $.01 par value 10,000,000 shares authorized;
1,320,700 shares issued and outstanding |                                                                                                                           |                                            | 13     |             |        |              | 13     |  
|                                                                         | Additional paid-in capital                                                                         |                                                                                                                           |                                            | 13,131 |             |        |              | 13,131 |  
|                                                                         | Accumulated deficit                                                                                |                                                                                                                           |                                            | (664   | )           |        |              | (864   | )
|                                                                         | Accumulated other comprehensive income                                                             |                                                                                                                           |                                            | 135    |             |        |              | 44     |  
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total stockholders equity                 |        |             | 12,615 |              |        |   | 12,324 | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total liabilities and stockholders equity |        | $           | 97,818 |              |        |   | 80,526 | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |             |        |              |       

See Accompanying Notes to Condensed Consolidated Financial Statements.

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FLORIDA BUSINESS BANCGROUP, INC.




Condensed Consolidated Statements of Operations

($ in thousands, except per share information)
(Unaudited)


|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |       |       |  
|---------------------------------------------------- | --------------------------------------------- | --------------------------------------------------- | --------- | ------------------ | ----- | ---------------- | --------- | ---- | --- | ---- | --------- | ----- | ----- |  | --------- | ----- | ----- | -
|                                                     |                                               |                                                     |           | Three Months Ended |       | Six Months Ended
|                                                     |                                               |                                                     |           | June 30,           |       | June 30,        
|                                                     |                                               |                                                     |           |                    |       |                 
|                                                     |                                               |                                                     |           | 2002               |       | 2001             |           | 2002 |     | 2001
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |     
|Interest income:                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     | Loans                                         |                                                     | $         | 1,080              |       |                  |           | 702  |     |      |           | 2,010 |       |  |           | 1,333 |      
|                                                     | Securities                                    |                                                     |           | 304                |       |                  |           | 89   |     |      |           | 591   |       |  |           | 177   |      
|                                                     | Other                                         |                                                     |           | 22                 |       |                  |           | 63   |     |      |           | 54    |       |  |           | 104   |      
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     |                                               | Total interest income                               |           |                    | 1,406 |                  |           |      | 854 |      |           |       | 2,655 |  |           |       | 1,614 |  
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|Interest expense:                                    |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     | Deposits                                      |                                                     |           | 579                |       |                  |           | 414  |     |      |           | 1,147 |       |  |           | 753   |      
|                                                     | Borrowings                                    |                                                     |           | 43                 |       |                  |           |     |     |      |           | 90    |       |  |           |      |      
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     |                                               | Total interest expense                              |           |                    | 622   |                  |           |      | 414 |      |           |       | 1,237 |  |           |       | 753   |  
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     |                                               | Net interest income                                 |           |                    | 784   |                  |           |      | 440 |      |           |       | 1,418 |  |           |       | 861   |  
|Provision for loan losses                            |                                               |                                                     | 108       |                    |       |                  | 25        |      |     |      | 231       |       |       |  | 71        |      
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     |                                               | Net interest income after provision
for loan losses |           |                    | 676   |                  |           |      | 415 |      |           |       | 1,187 |  |           |       | 790   |  
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|Noninterest income:                                  |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     | Service charges and fees                      |                                                     |           | 36                 |       |                  |           | 25   |     |      |           | 66    |       |  |           | 48    |      
|                                                     | Gain on sale of securities available for sale |                                                     |           |                   |       |                  |           | 14   |     |      |           | 11    |       |  |           | 14    |      
|                                                     | Other income                                  |                                                     |           | 11                 |       |                  |           |     |     |      |           | 21    |       |  |           | 1     |      
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     |                                               | Total noninterest income                            |           |                    | 47    |                  |           |      | 39  |      |           |       | 98    |  |           |       | 63    |  
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|Noninterest expenses:                                |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     | Salaries and employee benefits                |                                                     |           | 218                |       |                  |           | 181  |     |      |           | 409   |       |  |           | 361   |      
|                                                     | Occupancy                                     |                                                     |           | 106                |       |                  |           | 104  |     |      |           | 211   |       |  |           | 209   |      
|                                                     | Data processing                               |                                                     |           | 48                 |       |                  |           | 48   |     |      |           | 98    |       |  |           | 104   |      
|                                                     | Professional fees                             |                                                     |           | 20                 |       |                  |           | 26   |     |      |           | 37    |       |  |           | 49    |      
|                                                     | Courier expenses                              |                                                     |           | 26                 |       |                  |           | 18   |     |      |           | 52    |       |  |           | 36    |      
|                                                     | Advertising                                   |                                                     |           | 11                 |       |                  |           | 8    |     |      |           | 21    |       |  |           | 18    |      
|                                                     | Other expenses                                |                                                     |           | 72                 |       |                  |           | 50   |     |      |           | 136   |       |  |           | 96    |      
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     |                                               | Total noninterest expenses                          |           |                    | 501   |                  |           |      | 435 |      |           |       | 964   |  |           |       | 873   |  
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|Earnings (loss) before income taxes (benefit)        |                                               |                                                     | 222       |                    |       |                  | 19        |      |     |      | 321       |       |       |  | (20       | )    
|                                                     |                                               | Income taxes (benefit)                              |           |                    | 82    |                  |           |      | 8   |      |           |       | 121   |  |           |       | (6    | )
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|Net earnings (loss)                                  |                                               | $                                                   | 140       |                    |       |                  | 11        |      |     |      | 200       |       |       |  | (14       | )    
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|                                                     |                                               | Basic and diluted earnings (loss) per
share         |           | $                  | .11   |                  |           |      | .01 |      |           |       | .15   |  |           |       | (.01  | )
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|Weighted-average number of common shares
outstanding |                                               |                                                     | 1,320,700 |                    |       |                  | 1,320,700 |      |     |      | 1,320,700 |       |       |  | 1,320,700 |      
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |      
|Dividends per share                                  |                                               |                                                     |          |                    |       |                  |          |      |     |      |          |       |       |  |          |      
|                                                     |                                               |                                                     |           |                    |       |                  |           |      |     |      |           |       |       |  |           |       |      

See Accompanying Notes to Condensed Consolidated Financial Statements.

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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




Condensed Consolidated Statement of Stockholders Equity

($ in thousands)


Six Months Ended June 30, 2002

|                                     |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |     |  |  |             |    |  |  |        |     | 
|------------------------------------ | ------------------------------------------------------------------------------------------ |  | ------------ | - | ---------- | - | ----------- | - | ------- |  | ------------- | - | ------ |  | ---- | --- |  |  | ----------- | -- |  |  | ------ | --- | 
|                                     |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |     |  |  | Accumulated |    |  |  |       
|                                     |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |     |  |  | Other       |    |  |  |       
|                                     |                                                                                            |  | Common Stock |   | Additional |   |             |   |         |  | Compre-       |   | Total 
|                                     |                                                                                            |  |              |   | Paid-In    |   | Accumulated |   | hensive |  | Stockholders'
|                                     |                                                                                            |  | Shares       |   | Amount     |   | Capital     |   | Deficit |  | Income        |   | Equity
|                                     |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |       
|Balance at December 31, 2001         |                                                                                            |  | 1,320,700    |   |            | $ | 13          |   |         |  | 13,131        |   |        |  | (864 | )   |  |  | 44          |    |  |  | 12,324 |    
|                                     |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |     |  |  |             |    |  |  |        |    
|Comprehensive income:                |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |     |  |  |             |    |  |  |        |    
|                                     | Net earnings for the six months ended
June 30, 2002 (unaudited)                            |  |              |  |            |   |             |  |         |  |               |  |        |  |      | 200 |  |  |             |   |  |  |        | 200 | 
|                                     | Net change in unrealized gain on securities
available for sale, net tax of $54
(unaudited) |  |              |  |            |   |             |  |         |  |               |  |        |  |      |    |  |  |             | 91 |  |  |        | 91  | 
|                                     |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |     |  |  |             |    |  |  |        |    
|                                     | Comprehensive income (unaudited)                                                           |  |              |  |            |   |             |  |         |  |               |  |        |  |      |    |  |  |             |   |  |  |        | 291 | 
|                                     |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |     |  |  |             |    |  |  |        |    
|Balance at June 30, 2002 (unaudited) |                                                                                            |  | 1,320,700    |   |            | $ | 13          |   |         |  | 13,131        |   |        |  | (664 | )   |  |  | 135         |    |  |  | 12,615 |    
|                                     |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |     |  |  |             |    |  |  |        |    

See Accompanying Notes to Condensed Consolidated Financial Statements.

4



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




Condensed Consolidated Statements of Cash Flows

(In thousands)
(Unaudited)


|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |         |      |         |  
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | --------------------------------------------------- | ------- | -------------- | ------- | ----- | ------- | ---- | ------- | -
|                                                     |                                                                                                      |                                                          |                                                     |         | Six Months    
|                                                     |                                                                                                      |                                                          |                                                     |         | Ended June 30,
|                                                     |                                                                                                      |                                                          |                                                     |         |               
|                                                     |                                                                                                      |                                                          |                                                     |         | 2002           |         | 2001 
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |      
|Cash flows from operating activities:                |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     | Net earnings (loss)                                                                                  |                                                          | $                                                   | 200     |                |         |       | (14     | )   
|                                                     | Adjustments to reconcile net earnings (loss) to net cash provided by (used in)
operating activities: |                                                          |                                                     |         |                |         |       |         |     
|                                                     |                                                                                                      | Depreciation                                             |                                                     |         | 81             |         |       |         | 84   |        
|                                                     |                                                                                                      | Provision for loan losses                                |                                                     |         | 231            |         |       |         | 71   |        
|                                                     |                                                                                                      | Deferred income taxes (benefit)                          |                                                     |         | 121            |         |       |         | (6   | )      
|                                                     |                                                                                                      | Amortization of loan fees, premiums and discounts        |                                                     |         | 67             |         |       |         | 17   |        
|                                                     |                                                                                                      | Increase in accrued interest receivable and other assets |                                                     |         | (217           | )       |       |         | (104 | )      
|                                                     |                                                                                                      | Net increase (decrease) in official checks               |                                                     |         | 269            |         |       |         | (494 | )      
|                                                     |                                                                                                      | Increase (decrease) in other liabilities                 |                                                     |         | 186            |         |       |         | (23  | )      
|                                                     |                                                                                                      | Gain on sale of securities available for sale            |                                                     |         | (11            | )       |       |         | (14  | )      
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     |                                                                                                      |                                                          | Net cash provided by (used in) operating activities |         |                | 927     |       |         |      | (483    | )
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|Cash flows from investing activities:                |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     | Net increase in loans                                                                                |                                                          |                                                     | (15,093 | )              |         |       | (10,133 | )   
|                                                     | Purchase of securities available for sale                                                            |                                                          |                                                     | (10,482 | )              |         |       | (2,262  | )   
|                                                     | Proceeds from sales and calls of securities available for sale                                       |                                                          |                                                     | 6,925   |                |         |       | 1,663   |     
|                                                     | Principal pay-downs on securities available for sale                                                 |                                                          |                                                     | 418     |                |         |       | 164     |     
|                                                     | Purchase of Federal Home Loan Bank stock                                                             |                                                          |                                                     |        |                |         |       | (4      | )   
|                                                     | Purchase of premises and equipment                                                                   |                                                          |                                                     | (11     | )              |         |       | (4      | )   
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     |                                                                                                      |                                                          | Net cash used in investing activities               |         |                | (18,243 | )     |         |      | (10,576 | )
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|Cash flows from financing activities:                |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     | Net increase in deposits                                                                             |                                                          |                                                     | 17,317  |                |         |       | 15,011  |     
|                                                     | Net increase in other borrowings                                                                     |                                                          |                                                     | 29      |                |         |       |        |     
|                                                     | Net decrease in Federal Home Loan Bank advances                                                      |                                                          |                                                     | (800    | )              |         |       |        |     
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     |                                                                                                      |                                                          | Net cash provided by financing activities           |         |                | 16,546  |       |         |      | 15,011  |  
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|Net (decrease) increase in cash and cash equivalents |                                                                                                      |                                                          | (770                                                | )       |                |         | 3,952 |        
|Cash and cash equivalents at beginning of period     |                                                                                                      |                                                          | 12,479                                              |         |                |         | 1,588 |        
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|Cash and cash equivalents at end of period           |                                                                                                      | $                                                        | 11,709                                              |         |                |         | 5,540 |        
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|Supplemental disclosure of cash flow information:    |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     | Cash paid during the period for:                                                                     |                                                          |                                                     |         |                |         |       |         |     
|                                                     |                                                                                                      | Interest                                                 |                                                     | $       | 1,217          |         |       |         | 730  |        
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     |                                                                                                      | Income taxes                                             |                                                     | $       |               |         |       |         |     |        
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        
|                                                     | Noncash item-
Change in accumulated other comprehensive income, net of tax                           |                                                          | $                                                   | 91      |                |         |       | 19      |     
|                                                     |                                                                                                      |                                                          |                                                     |         |                |         |       |        

See Accompanying Notes to Condensed Consolidated Financial Statements.

5



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




Notes to Condensed Consolidated Financial Statements (Unaudited)

(1)  Description of Business and Summary of Significant Accounting Policies

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|General. Florida Business BancGroup, Inc., a Florida Corporation, (the
Holding Company) is a one-bank holding company and owns 100% of the
outstanding shares of Bay Cities Bank, a Florida-chartered commercial
bank (the Bank). The Holding Companys only business is the ownership
and operations of the Bank (Collectively, the Company). The Banks
deposits are insured by the Federal Deposit Insurance Corporation. The
Bank provides a variety of community banking services to business and
individuals primarily in Hillsborough County, Florida.                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The Companys fiscal year end is December 31. In the opinion of the
management, the accompanying condensed consolidated financial statements
contain all adjustments (consisting principally of normal recurring
accruals) necessary to present fairly the financial position at June 30,
2002, the results of operations for the three- and six-month periods ended
June 30, 2002 and 2001 and cash flows for the six months ended June 30,
2002 and 2001. The results of operations for the three and six months
ended June 30, 2002, are not necessarily indicative of the results to be
expected for the year ending December 31, 2002.

(2)  Loan Impairment and Losses

|                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------
|At June 30, 2002 and 2001 there were no impaired loans. The activity in
the allowance for loan losses is as follows (in thousands):

|                               |  |                    |     |                  |  |      |     |      |  |  |     |  |  |  |     | 
|------------------------------ |  | ------------------ | --- | ---------------- |  | ---- | --- | ---- |  |  | --- |  |  |  | --- | 
|                               |  | Three Months Ended |     | Six Months Ended
|                               |  | June 30,           |     | June 30,        
|                               |  |                    |     |                 
|                               |  | 2002               |     | 2001             |  | 2002 |     | 2001
|                               |  |                    |     |                  |  |      |     |     
|Balance at beginning of period |  | $                  | 647 |                  |  |      | 433 |      |  |  | 524 |  |  |  | 387 | 
|Provision for loan losses      |  |                    | 108 |                  |  |      | 25  |      |  |  | 231 |  |  |  | 71  | 
|                               |  |                    |     |                  |  |      |     |      |  |  |     |  |  |  |     | 
|Balance at end of period       |  | $                  | 755 |                  |  |      | 458 |      |  |  | 755 |  |  |  | 458 | 
|                               |  |                    |     |                  |  |      |     |      |  |  |     |  |  |  |     | 

(3)  Earnings (Loss) Per Share

|                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Basic and diluted earnings (loss) per share are the same and have been
computed on the basis of the weighted-average number of shares of common
stock outstanding. The Companys common stock equivalents were not
dilutive.

6



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(4)  Regulatory Matters

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The Bank is subject to various regulatory capital requirements
administered by various regulatory 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 Companys consolidated
financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet
specific capital guidelines that involve quantitative measures of the
Banks assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices. The Banks capital
amounts and classification are also subject to qualitative judgements by
the regulators about components, risk weightings, and other factors.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and percentages (set forth in
the table below) 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, at June
30, 2002, that the Bank meets all capital adequacy requirements to which
it is subject.                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|As of June 30, 2002, the most recent notification from the regulatory
authorities categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well
capitalized, the Bank must maintain minimum total risk-based, Tier I
risk-based, and Tier I leverage percentages as set forth in the table.
There are no conditions or events since that notification that management
believes have changed the Banks category. The Banks actual capital
amounts and percentages are also presented in the table (dollars in
thousands).                                                                                                                                                                                                                                                        

|                  |                                           |  |         |       |                   |  |                   |       |   |  |        |       |                 |  |  |      |   |  |            |       |  |  |  |       |  
|----------------- | ----------------------------------------- |  | ------- | ----- | ----------------- |  | ----------------- | ----- | - |  | ------ | ----- | --------------- |  |  | ---- | - |  | ---------- | ----- |  |  |  | ----- | -
|                  |                                           |  |         |       |                   |  |                   |       |   |  |        |       |                 |  |  |      |   |  | To Be Well
|                  |                                           |  |         |       |                   |  |                   |       |   |  | Under  |       | Capitalized For
|                  |                                           |  | Minimum |       | Capital           |  | Prompt Corrective
|                  |                                           |  |         |       |                   |  |                  
|                  |                                           |  | Actual  |       | Adequacy Purposes |  | Action Provisions
|                  |                                           |  |         |       |                   |  |                  
|                  |                                           |  | Amount  |       | %                 |  | Amount            |       | % |  | Amount |       | %              
|                  |                                           |  |         |       |                   |  |                   |       |   |  |        |       |                
|At June 30, 2002: |                                           |  |         |       |                   |  |                   |       |   |  |        |       |                 |  |  |      |   |  |            |       |  |  |  |      
|                  | Total capital (to Risk-
Weighted Assets)  |  | $       | 8,284 |                   |  |                   | 11.95 | % |  | $      | 5,547 |                 |  |  | 8.00 | % |  | $          | 6,934 |  |  |  | 10.00 | %
|                  | Tier I Capital (to Risk-
Weighted Assets) |  |         | 7,529 |                   |  |                   | 10.86 |   |  |        | 2,774 |                 |  |  | 4.00 |   |  |            | 4,160 |  |  |  | 6.00  |  
|                  | Tier I Capital
(to Average Assets)        |  |         | 7,529 |                   |  |                   | 8.31  |   |  |        | 3,623 |                 |  |  | 4.00 |   |  |            | 4,528 |  |  |  | 5.00  |  

7



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




Review by Independent Certified Public Accountants

Hacker, Johnson & Smith PA, the Companys independent certified public
accountants, have made a limited review of the financial data as of June 30,
2002, and for the three- and six-month periods ended June 30, 2002 and 2001
presented in this document, in accordance with standards established by the
American Institute of Certified Public Accountants.

Their report furnished pursuant to Article 10 of Regulation S-X is included
herein.

8



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##### Table of Contents






Report on Review by Independent Certified Public Accountants

The Board of Directors
Florida Business BancGroup, Inc.
Tampa, Florida:

We have reviewed the accompanying condensed consolidated balance sheet of
Florida Business BancGroup, Inc. (the Company) as of June 30, 2002, and the
related condensed consolidated statements of operations for the three- and six-
month periods ended June 30, 2002 and 2001, the related condensed consolidated
statements of cash flows for the six-month periods ended June 30, 2002 and
2001, and the condensed consolidated statement of stockholders equity for the
six-month period ended June 30, 2002. These financial statements are the
responsibility of the Companys management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States
of America, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express such
an opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with accounting principles generally
accepted in the United States of America.

We have previously audited, in accordance with auditing standards
generally accepted in the United States of Florida, the consolidated balance
sheet as of December 31, 2001, and the related consolidated statements of
operations, stockholders equity and cash flows for the year then ended (not
presented herein); and in our report dated January 9, 2002 we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 2001, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.

HACKER, JOHNSON & SMITH PA
Tampa, Florida
July 9, 2002

9



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




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

Comparison of June 30, 2002 and December 31, 2001

General

Florida Business BancGroup, Inc., a Florida Corporation, (the Holding
Company) is a one-bank holding company and owns 100% of the outstanding shares
of Bay Cities Bank, a Florida-chartered commercial bank (the Bank). The
Holding Companys only business is the ownership and operations of the Bank
(Collectively, the Company). The Banks deposits are insured by the Federal
Deposit Insurance Corporation. The Bank provides a variety of community
banking services to business and individuals in Hillsborough County, Florida.

Liquidity and Capital Resources

During the six months ended June 30, 2002, the Companys primary sources of
funds consisted of deposit inflows and the proceeds from sales and calls of
securities available for sale. The Company used its capital resources
principally to fund existing and continuing loan commitments and to purchase
securities. At June 30, 2002, the Company had commitments to originate loans
and unfunded lines of credit totaling $22.1 million. Management believes the
Company has adequate resources to fund all its commitments and that
substantially all of its existing commitments will be funded in 2002.
Management also believes that, if so desired, it can adjust the rates on time
deposits to retain or attract deposits in a changing interest rate environment.

As a Florida-chartered commercial bank, the Bank is required to maintain a
liquidity reserve of at least 15% of its total transaction accounts and 8% of
its total nontransaction accounts less those deposits of certain public funds.
The liquidity reserve may consist of cash on hand, cash on demand with other
correspondent banks and other investments and short-term marketable securities
as defined, such as federal funds sold and United States securities or
securities guaranteed by the United States. As of June 30, 2002, the Bank had
liquidity of approximately $25 million, or approximately 32% of total deposits.

Management believes the Bank was in compliance with all minimum capital
requirements which it was subject to at June 30, 2002. See note 4 to the
condensed consolidated financial statements.

10



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations, Continued

The following ratios and rates are presented for the dates and periods
indicated:

|                                                                                                |  |            |       |              |  |          |       |            |  |  |       |   
|----------------------------------------------------------------------------------------------- |  | ---------- | ----- | ------------ |  | -------- | ----- | ---------- |  |  | ----- | --
|                                                                                                |  | Six Months |       |              |  |          |       | Six Months
|                                                                                                |  | Ended      |       | Year Ended   |  | Ended   
|                                                                                                |  | June 30,   |       | December 31, |  | June 30,
|                                                                                                |  | 2002       |       | 2001         |  | 2001    
|                                                                                                |  |            |       |              |  |         
|Average equity as a percentage
of average assets                                                |  |            | 14.00 | %            |  |          | 23.89 | %          |  |  | 29.07 | % 
|Equity to total assets at end of period                                                         |  |            | 12.90 | %            |  |          | 15.30 | %          |  |  | 25.29 | % 
|Return on average assets (1)                                                                    |  |            | .45   | %            |  |          | .17   | %          |  |  | (0.07 | )%
|Return on average equity (1)                                                                    |  |            | 3.24  | %            |  |          | .70   | %          |  |  | (0.23 | )%
|Noninterest expenses to average assets (1)                                                      |  |            | 2.19  | %            |  |          | 3.40  | %          |  |  | 4.15  | % 
|Nonperforming loans and foreclosed real estate as
a percentage of total assets at end of period |  |            |      | %            |  |          |      | %          |  |  |      | % 



---

|(1) |  | Annualized for the six months ended June 30.
|--- |  | --------------------------------------------

(continued)

11



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Results of Operations

The following table sets forth, for the periods indicated, information
regarding (i) the total dollar amount of interest and dividend income of the
Company from interest-earning assets and the resultant average yields; (ii) the
total dollar amount of interest expense on interest-bearing liabilities and the
resultant average cost; (iii) net interest income; (iv) interest-rate spread;
and (v) net interest margin.

|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      |      | 
|-------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ------ | --------------------------- | ------ | --------- | --- | -------- | ----- | ------- | ---- | --------- | ---- | ------ | ------ | -------- | ------ | ------- | --- | --- | --- |  | ---- | ---- | ---- | 
|                                                                                 |                                             |                                            |        | Three Months Ended June 30,
|                                                                                 |                                             |                                            |        |                            
|                                                                                 |                                             |                                            |        | 2002                        |        | 2001     
|                                                                                 |                                             |                                            |        |                             |        |          
|                                                                                 |                                             |                                            |        |                             |        |           |     | Interest |       | Average |      |           |      |        |        | Interest |        | Average
|                                                                                 |                                             |                                            |        | Average                     |        | and       |     | Yield/   |       | Average |      | and       |      | Yield/
|                                                                                 |                                             |                                            |        | Balance                     |        | Dividends |     | Rate     |       | Balance |      | Dividends |      | Rate  
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |       
|                                                                                 |                                             |                                            |        | (Dollars in thousands)     
|Interest-earning assets:                                                         |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                 | Loans                                       |                                            | $      | 56,948                      |        |           |     | 1,080    |       |         |      | 7.59      | %    |        | $      | 32,156   |        |         |     | 702 |     |  |      | 8.73 | %   
|                                                                                 | Securities                                  |                                            |        | 22,873                      |        |           |     | 304      |       |         |      | 5.32      |      |        |        | 5,480    |        |         |     | 89  |     |  |      | 6.50 |     
|                                                                                 | Other interest-earning assets (1)           |                                            |        | 7,178                       |        |           |     | 22       |       |         |      | 1.23      |      |        |        | 5,811    |        |         |     | 63  |     |  |      | 4.34 |     
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             | Total interest-earning assets              |        |                             | 86,999 |           |     |          | 1,406 |         |      |           | 6.46 |        |        |          | 43,447 |         |     |     | 854 |  |      |      | 7.86 | 
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Noninterest-earning assets                                                       |                                             |                                            | 4,977  |                             |        |           |     |          |       |         |      |           |      |        | 2,649  |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             | Total assets                               |        | $                           | 91,976 |           |     |          |       |         |      |           |      |        |        | $        | 46,096 |         |     |     |     |  |      |      |      | 
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Interest-bearing liabilities:                                                    |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                 | Savings, NOW, money-market
deposit accounts |                                            |        | 16,215                      |        |           |     | 74       |       |         |      | 1.83      |      |        |        | 7,796    |        |         |     | 69  |     |  |      | 3.54 |     
|                                                                                 | Time deposits                               |                                            |        | 47,217                      |        |           |     | 505      |       |         |      | 4.28      |      |        |        | 23,164   |        |         |     | 345 |     |  |      | 5.96 |     
|                                                                                 | Other borrowings                            |                                            |        | 8,779                       |        |           |     | 43       |       |         |      | 1.96      |      |        |        |         |        |         |     |    |     |  |      |     |     
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             | Total interest-bearing
liabilities         |        |                             | 72,211 |           |     |          | 622   |         |      |           | 3.45 |        |        |          | 30,960 |         |     |     | 414 |  |      |      | 5.35 | 
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Noninterest-bearing liabilities                                                  |                                             |                                            | 7,390  |                             |        |           |     |          |       |         |      |           |      |        | 2,874  |          |        |         |     |     |     |  |      |     
|Stockholders equity                                                             |                                             |                                            | 12,375 |                             |        |           |     |          |       |         |      |           |      |        | 12,262 |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             | Total liabilities and
stockholders equity |        | $                           | 91,976 |           |     |          |       |         |      |           |      |        |        | $        | 46,096 |         |     |     |     |  |      |      |      | 
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Net interest income                                                              |                                             |                                            |        |                             |        | $         | 784 |          |       |         |      |           |      |        |        |          |        | $       | 440 |     |     |  |      |     
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Interest-rate spread (2)                                                         |                                             |                                            |        |                             |        |           |     |          |       |         | 3.01 | %         |      |        |        |          |        |         |     |     |     |  | 2.51 | %   
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Net interest margin (3)                                                          |                                             |                                            |        |                             |        |           |     |          |       |         | 3.60 | %         |      |        |        |          |        |         |     |     |     |  | 4.05 | %   
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Ratio of average interest-earning
assets to average interest-bearing liabilities |                                             |                                            | 1.20   |                             |        |           |     |          |       |         |      |           |      |        | 1.40   |          |        |         |     |     |     |  |      |     
|                                                                                 |                                             |                                            |        |                             |        |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     



---

|(1) |  | Includes Federal Home Loan Bank stock, federal funds sold,
interest-bearing deposits and securities sold under agreement to
repurchase.                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Interest-rate spread represents the difference between the average yield
on interest-earning assets and the average rate of interest-bearing
liabilities.
|   
|(3) |  | Net interest margin is net interest income divided by average
interest-earning assets.                                                                   

12



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

The following table sets forth, for the periods indicated, information
regarding (i) the total dollar amount of interest and dividend income of the
Company from interest-earning assets and the resultant average yields; (ii) the
total dollar amount of interest expense on interest-bearing liabilities and the
resultant average cost; (iii) net interest income; (iv) interest-rate spread;
and (v) net interest margin.

|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |      |      | 
|-------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ------ | ------------------------- | ------ | --------- | ----- | -------- | ----- | ------- | ---- | ---------------------- | ---- | ------ | ------ | -------- | ------ | ------- | --- | ----- | ----- |  | ---- | ---- | ---- | 
|                                                                                 |                                             |                                            |        | Six Months Ended June 30,
|                                                                                 |                                             |                                            |        |                          
|                                                                                 |                                             |                                            |        | 2002                      |        | 2001     
|                                                                                 |                                             |                                            |        |                           |        |          
|                                                                                 |                                             |                                            |        |                           |        |           |       | Interest |       | Average |      |                        |      |        |        | Interest |        | Average
|                                                                                 |                                             |                                            |        | Average                   |        | and       |       | Yield/   |       | Average |      | and                    |      | Yield/
|                                                                                 |                                             |                                            |        | Balance                   |        | Dividends |       | Rate     |       | Balance |      | Dividends              |      | Rate  
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |       
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      | (Dollars in thousands) |      |        |        |          |        |         |     |      
|Interest-earning assets:                                                         |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|                                                                                 | Loans                                       |                                            | $      | 53,443                    |        |           |       | 2,010    |       |         |      | 7.52                   | %    |        | $      | 29,762   |        |         |     | 1,333 |       |  |      | 8.96 | %   
|                                                                                 | Securities                                  |                                            |        | 22,083                    |        |           |       | 591      |       |         |      | 5.35                   |      |        |        | 5,361    |        |         |     | 177   |       |  |      | 6.60 |     
|                                                                                 | Other interest-earning assets (1)           |                                            |        | 7,017                     |        |           |       | 54       |       |         |      | 1.54                   |      |        |        | 4,441    |        |         |     | 104   |       |  |      | 4.68 |     
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             | Total interest-earning assets              |        |                           | 82,543 |           |       |          | 2,655 |         |      |                        | 6.43 |        |        |          | 39,564 |         |     |       | 1,614 |  |      |      | 8.16 | 
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|Noninterest-earning assets                                                       |                                             |                                            | 5,535  |                           |        |           |       |          |       |         |      |                        |      |        | 2,521  |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             | Total assets                               |        | $                         | 88,078 |           |       |          |       |         |      |                        |      |        |        | $        | 42,085 |         |     |       |       |  |      |      |      | 
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|Interest-bearing liabilities:                                                    |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|                                                                                 | Savings, NOW, money-market
deposit accounts |                                            |        | 15,630                    |        |           |       | 146      |       |         |      | 1.87                   |      |        |        | 6,612    |        |         |     | 124   |       |  |      | 3.75 |     
|                                                                                 | Time deposits                               |                                            |        | 44,967                    |        |           |       | 1,001    |       |         |      | 4.45                   |      |        |        | 20,377   |        |         |     | 629   |       |  |      | 6.17 |     
|                                                                                 | Other borrowings                            |                                            |        | 7,466                     |        |           |       | 90       |       |         |      | 2.41                   |      |        |        |         |        |         |     |      |       |  |      |     |     
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             | Total interest-bearing
liabilities         |        |                           | 68,063 |           |       |          | 1,237 |         |      |                        | 3.63 |        |        |          | 26,989 |         |     |       | 753   |  |      |      | 5.58 | 
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|Noninterest-bearing liabilities                                                  |                                             |                                            | 7,682  |                           |        |           |       |          |       |         |      |                        |      |        | 2,860  |          |        |         |     |       |       |  |      |     
|Stockholders equity                                                             |                                             |                                            | 12,333 |                           |        |           |       |          |       |         |      |                        |      |        | 12,236 |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             | Total liabilities and
stockholders equity |        | $                         | 88,078 |           |       |          |       |         |      |                        |      |        |        | $        | 42,085 |         |     |       |       |  |      |      |      | 
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|Net interest income                                                              |                                             |                                            |        |                           |        | $         | 1,418 |          |       |         |      |                        |      |        |        |          |        | $       | 861 |       |       |  |      |     
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|Interest-rate spread (2)                                                         |                                             |                                            |        |                           |        |           |       |          |       |         | 2.80 | %                      |      |        |        |          |        |         |     |       |       |  | 2.58 | %   
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|Net interest margin (3)                                                          |                                             |                                            |        |                           |        |           |       |          |       |         | 3.43 | %                      |      |        |        |          |        |         |     |       |       |  | 4.35 | %   
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     
|Ratio of average interest-earning assets to average
interest-bearing liabilities |                                             |                                            | 1.21   |                           |        |           |       |          |       |         |      |                        |      |        | 1.47   |          |        |         |     |       |       |  |      |     
|                                                                                 |                                             |                                            |        |                           |        |           |       |          |       |         |      |                        |      |        |        |          |        |         |     |       |       |  |      |     



---

|(1) |  | Includes Federal Home Loan Bank stock, federal funds sold,
interest-bearing deposits and securities sold under agreements to
repurchase.                 
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Interest-rate spread represents the difference between the average yield
on interest-earning assets and the average rate of interest-bearing
liabilities.
|   
|(3) |  | Net interest margin is net interest income divided by average
interest-earning assets.                                                                   

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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Comparison of the Three-Month Periods Ended June 30, 2002 and 2001

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|General. Net earnings for the three-months ended June 30, 2002 were $140,000
or $.11 per basic and diluted share compared to a net earnings of
$11,000 or $.01 per basic and diluted share for the same period in 2001.
The increase in earnings was primarily due to an increase in net
interest income resulting from growth in the Companys interest earning
assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Interest Income and Expense. Interest income increased to $1,406,000 for the
three-month period ended June 30, 2002 from $854,000 for the three
months ended June 30, 2001. Interest on loans increased to $1,080,000
due to an increase in the average loan portfolio balance in 2002 which
was only partially offset by a decrease in the weighted-average yield
earned in 2002. Interest on securities increased to $304,000 for the
three months ended June 30, 2002 compared to $89,000 in 2001 due to a
increase in the average portfolio balance which was only partially
offset by a decrease in the average yield earned in 2002. Interest on
other interest-earning assets decreased from $63,000 for the three
months ended June 30, 2001 to $22,000 for the three months ended June
30, 2002 due to a decrease in the average yield earned which was only
partially offset by an increase in the average balance in 2002.                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Interest expense on deposits increased to $579,000 for the three months
ended June 30, 2002 from $414,000 in 2001. The increase is due to an
increase in the average deposits in 2002 which was only partially offset by
a decrease in the weighted-average rate paid on deposits in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Provision for Loan Losses. The provision for loan losses is charged against
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon historical experience, the volume and type
of lending conducted by the Company, industry standards, the amount of
nonperforming loans, general economic conditions, particularly as they
relate to the Companys market areas, and other factors related to the
collectibility of the Companys loan portfolio. The provision for loan
losses was $108,000 for the three-month period ended June 30, 2002
compared to $25,000 for the same period in 2001. The increase in the
provision resulted from an increase in the loan portfolio. The allowance
for loan losses is $755,000 at June 30, 2002. While management believes
that its allowance for loan losses is adequate as of June 30, 2002,
future adjustments to the Companys allowance for loan losses may be
necessary if economic conditions differ substantially from the
assumptions used in making the initial determination.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Noninterest Income. Noninterest income increased to $47,000 in 2002 from
$39,000 for the three months ended June 30, 2001. The increase was due
to a increase in service charges and fees primarily due to the growth in
deposit accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Noninterest Expense. Total noninterest expense increased to $501,000 for the
three months ended June 30, 2002 from $435,000 for the comparable period
ended June 30, 2001. The increase was due to the continued growth of the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Income Taxes. The income tax expense for the three months ended June 30,
2002 was $82,000 (an effective rate of 36.9%) compared to an income tax
expense of $8,000 in 2001 (an effective rate of 42.1%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Comparison of the Six-Month Periods Ended June 30, 2002 and 2001

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|General. Net earnings for the six-months ended June 30, 2002 were $200,000
or $.15 per basic and diluted share compared to a net loss of $14,000 or
$.01 per basic and diluted share for the same period in 2001. The
increase in earnings was primarily due to an increase in net interest
income resulting from growth in the Companys interest earning
assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Interest Income and Expense. Interest income increased to $2,655,000 for the
six-month period ended June 30, 2002 from $1,614,000 for the six months
ended June 30, 2001. Interest on loans increased to $2,010,000 due to
an increase in the average loan portfolio balance in 2002 which was only
partially offset by a decrease in the weighted-average yield earned in
2002. Interest on securities increased to $591,000 for the six months
ended June 30, 2002 compared to $177,000 in 2001 due to an increase in
the average portfolio balance which was only partially offset by a
decrease in the average yield earned in 2002. Interest on other
interest-earning assets decreased from $104,000 for the six months ended
June 30, 2001 to $54,000 for the six months ended June 30, 2002 due to a
decrease in the average yield earned which was only partially offset by
an increase in the average balance in 2002.                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Interest expense on deposits increased to $1,147,000 for the six months
ended June 30, 2002 from $753,000 in 2001. The increase is due to an
increase in the average deposits in 2002 which was only partially offset by
a decrease in the weighted-average rate paid on deposits in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Provision for Loan Losses. The provision for loan losses is charged against
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon historical experience, the volume and type
of lending conducted by the Company, industry standards, the amount of
nonperforming loans, general economic conditions, particularly as they
relate to the Companys market areas, and other factors related to the
collectibility of the Companys loan portfolio. The provision for loan
losses was $231,000 for the six-month period ended June 30, 2002 compared
to $71,000 for the same period in 2001. The increase in the provision
resulted from an increase in the loan portfolio. The allowance for loan
losses is $755,000 at June 30, 2002. While management believes that its
allowance for loan losses is adequate as of June 30, 2002, future
adjustments to the Companys allowance for loan losses may be necessary
if economic conditions differ substantially from the assumptions used in
making the initial determination.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Noninterest Income. Noninterest income increased to $98,000 in 2002 from
$63,000 for the six months ended June 30, 2001. The increase was due to
a increase in service charges and fees primarily due to the growth in
deposit accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Noninterest Expense. Total noninterest expense increased to $964,000 for the
six months ended June 30, 2002 from $873,000 for the comparable period
ended June 30, 2001. The increase was due to the continued growth of the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Income Taxes. The income tax expense for the six months ended June 30, 2002
was $121,000 (an effective rate of 37.7%) compared to an income tax
benefit of $6,000 in 2001 (an effective rate of 30.0%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

15



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




PART II. OTHER INFORMATION




Item 1.    Legal Proceedings

Registrant has no pending legal proceedings as of June 30, 2002.




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

The Annual Meeting of Shareholders (the Annual Meeting) of Florida Business
Bancgroup, Inc., Inc., was held on April 16, 2002, to consider the election of
three directors. Shareholders elected three directors with terms expiring at
the Annual Meeting in 2005. The shareholders also voted upon the ratification
of the independent auditors.

At the Annual Meeting, 936,500 shares were present in person or by proxy.
Listed below are the directors that were elected at the Annual Meeting, there
terms and a summary of the votes cast for each nominee:

|                 |  |          |      |     |  |         |         |         |  |  |   |  |  |  |   | 
|---------------- |  | -------- | ---- | --- |  | ------- | ------- | ------- |  |  | - |  |  |  | - | 
|                 |  | Term     |      |     |  |         |         |         |  |  |   |  |  | 
|Class I          |  | Expiring |      | For |  | Against |         | Abstain
|                 |  |          |      |     |  |         |         |        
|John C. Bierley  |  |          | 2005 |     |  |         | 936,500 |         |  |  |  |  |  |  |  | 
|Robert A. Monroe |  |          | 2005 |     |  |         | 936,500 |         |  |  |  |  |  |  |  | 
|Eric M. Newman   |  |          | 2005 |     |  |         | 936,500 |         |  |  |  |  |  |  |  | 

The shareholder vote on one other matter considered at the meeting was as
follows-

|                                         |  |     |         |         |  |         |   |         |  |  |   |  |  |  |   | 
|---------------------------------------- |  | --- | ------- | ------- |  | ------- | - | ------- |  |  | - |  |  |  | - | 
|                                         |  | For |         | Against |  | Abstain |   | Nonvote
|                                         |  |     |         |         |  |         |   |        
|Ratification of the independent auditors |  |     | 936,500 |         |  |         |  |         |  |  |  |  |  |  |  | 

16



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

PART II. OTHER INFORMATION




Item 6.    Exhibits and Reports on Form 8-K



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Exhibits.The following exhibits are filed with or incorporated by
reference into this report. The exhibits which are marked by a single
asterisk (*) were previously filed as a part of the Companys Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission on
September 30, 1998, Registration No. 333-65101; exhibits marked with four
asterisks (****) were previously filed in Amendment No. 3 to Registration
Statement on Form SB-2. The exhibits marked with five asterisks (*****)
were previously filed as part of the Companys Definitive Form 14-A, filed
with the Securities and Exchange Commission on March 13, 2000; and exhibits
marked with six asterisks (******) were previously filed as part of the
Companys Proxy Statement on Form 14-A, filed with the Securities and
Exchange Commission on March 16, 2001 and exhibits marked with seven
asterisks (*******)
were previously filed as part of the companies March 31, 2002 10-QSB, filed
with the Securities and Exchange Commission on May 9, 2002.

|            |       |                        |  |                                                                                                                                       
|----------- | ----- | ---------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description of Exhibit
|            |       |                       
|*           | 3.1   |                        |  | Articles of Incorporation of the Company                                                                                              
|*           | 3.2   |                        |  | By-laws of the Company                                                                                                                
|*           | 4.1   |                        |  | Specimen Common Stock Certificate                                                                                                     
|*           | 4.4   |                        |  | Warrant Plan                                                                                                                          
|******      | 4.5   |                        |  | Amended and Restated Warrant Plan and Specimen Warrant Certificate                                                                    
|*           | 10.3  |                        |  | Servicing Agreement with M&I Data Services                                                                                            
|****        | 10.4  |                        |  | Lease Agreement for Permanent Office                                                                                                  
|*****       | 10.5  |                        |  | 2000 Key Employee Stock Compensation Program                                                                                          
|*****       | 10.6  |                        |  | 2000 Directors Stock Option Plan                                                                                                     
|*******     | 10.7  |                        |  | Supplemental Executive Retirement Plan                                                                                                
|            | 10.8  |                        |  | Supplemental Executive Retirement Plan Participation Agreement with Gregory W. Bryant                                                 
|            | 10.9  |                        |  | Supplemental Executive Retirement Plan Participation Agreement with Marti J. Warren                                                   
|*******     | 10.10 |                        |  | Endorsement Split Dollar Insurance Agreement with Gregory W. Bryant                                                                   
|*******     | 10.11 |                        |  | Endorsement Split Dollar Plan Beneficiary Designation and Limited Assignment of Rights Gregory W. Bryant                              
|*******     | 10.12 |                        |  | Endorsement Split Dollar Insurance Agreement with Marti J. Warren                                                                     
|*******     | 10.13 |                        |  | Endorsement Split Dollar Plan Beneficiary Designation and Limited Assignment of Rights Marti J. Warren                                
|*******     | 10.14 |                        |  | Directors Written Consent to Action                                                                                                  
|******      | 99    |                        |  | Charter of the Audit Committee                                                                                                        
|            | 99.1  |                        |  | Certification of CEO and CFO
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.



| |                                                                                                  
| | -------------------------------------------------------------------------------------------------
| | (b) Reports on Form 8-K.Registrant filed no Form 8-K during the three
months ended June 30, 2002.

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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

PART II. OTHER INFORMATION




SIGNATURES

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

|      |  |                |  |                                                    |  |                                              | 
|----- |  | -------------- |  | -------------------------------------------------- |  | -------------------------------------------- | 
|      |  |                |  | FLORIDA BUSINESS BANCGROUP, INC.
     (Registrant)
|      |  |                |  |                                                    |  |                                             
|Date: |  | August 8, 2002 |  | By:                                                |  | /s/ A. Bronson Thayer                       
|      |  |                |  |                                                    |  |                                             
|      |  |                |  |                                                    |  | A. Bronson Thayer, Chairman and             
|      |  |                |  |                                                    |  | Chief Executive Officer                     
|      |  |                |  |                                                    |  |                                             
|Date: |  | August 8, 2002 |  | By:                                                |  | /s/ Marti J. Warren                         
|      |  |                |  |                                                    |  |                                             
|      |  |                |  |                                                    |  | Marti J. Warren, Principal Financial Officer

18