##### Table of Contents



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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, 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 September 30, 2001

[    ] 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
of Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
|2202 North Westshore
Boulevard, Suite 150
Tampa, Florida       |  | 33607                               
|                                                               |  |                                     
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(813) 281-0009

---

(Registrants Telephone Number, Including Area Code)


N/A

---

(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 October 9, 2001

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 (Unaudited)         
|                                                                 |                                                                                               | Condensed Consolidated Statement of Stockholders Equity (Unaudited)
|Condensed Consolidated Statements of Cash Flows (Unaudited)     
|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 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                      



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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 September 30, 2001 (Unaudited) and December 31, 2000                       |      |       | 2   | 
|                             
|                              |                                                                                               | Condensed
Consolidated Statements of Operations (Unaudited) -
Three and Nine Months ended September 30, 2001 and 2000 |      |       | 3   | 
|                             
|                              |                                                                                               | Condensed
Consolidated Statement of Stockholders Equity (Unaudited) -
Nine Months ended September 30, 2001           |      |       | 4   | 
|                             
|                              |                                                                                               | Condensed
Consolidated Statements of Cash Flows (Unaudited) -
Nine Months ended September 30, 2001 and 2000           |      |       | 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 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                       |      | 16    |    
|                             
|SIGNATURES                    |                                                                                               |                                                                                                                       | 17   |      

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 per share information)

|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |        |   |        | 
|---------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------------- | ------ | ------------ | ------ | - | ------ | 
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        | September 30, |        | December 31,
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |             
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        | 2001          |        | 2000        
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |             
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        | (Unaudited)   |        |              |        |  
|                                                                       | Assets                                                                                             |                                                                                                                            |                                            |        |               |        |              |        |  
|                                                                      
|Cash and due from banks                                                |                                                                                                    | $                                                                                                                          | 1,116                                      |        |               |        | 790          |       
|                                                                      
|Interest-bearing deposits                                              |                                                                                                    |                                                                                                                            | 1,004                                      |        |               |        |             |       
|                                                                      
|Federal funds sold and securities purchased under agreements to resell |                                                                                                    |                                                                                                                            | 10,135                                     |        |               |        | 798          |       
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                       |                                                                                                    |                                                                                                                            | Total cash and cash equivalents            |        |               | 12,255 |              |        |   | 1,588  | 
|                                                                      
|Securities available for sale                                          |                                                                                                    |                                                                                                                            | 8,174                                      |        |               |        | 5,157        |       
|                                                                      
|Loans, net of allowance for loan losses of $491 and $387               |                                                                                                    |                                                                                                                            | 37,762                                     |        |               |        | 25,776       |       
|                                                                      
|Federal Home Loan Bank stock                                           |                                                                                                    |                                                                                                                            | 240                                        |        |               |        | 24           |       
|                                                                      
|Premises and equipment, net                                            |                                                                                                    |                                                                                                                            | 468                                        |        |               |        | 581          |       
|                                                                      
|Deferred income taxes                                                  |                                                                                                    |                                                                                                                            | 449                                        |        |               |        | 528          |       
|                                                                      
|Accrued interest receivable and other assets                           |                                                                                                    |                                                                                                                            | 473                                        |        |               |        | 381          |       
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                       |                                                                                                    |                                                                                                                            | Total assets                               |        | $             | 59,821 |              |        |   | 34,035 | 
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                       | Liabilities and Stockholders Equity                                                               |                                                                                                                            |                                            |        |               |        |              |        |  
|                                                                      
|Liabilities:                                                           |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                      
|                                                                       | Noninterest-bearing demand deposits                                                                |                                                                                                                            |                                            | 4,407  |               |        |              | 2,774  |  
|                                                                      
|                                                                       | Savings and NOW deposits                                                                           |                                                                                                                            |                                            | 1,700  |               |        |              | 1,013  |  
|                                                                      
|                                                                       | Money-market deposits                                                                              |                                                                                                                            |                                            | 9,404  |               |        |              | 3,655  |  
|                                                                      
|                                                                       | Time deposits                                                                                      |                                                                                                                            |                                            | 26,661 |               |        |              | 13,586 |  
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                       |                                                                                                    |                                                                                                                            | Total deposits                             |        |               | 42,172 |              |        |   | 21,028 | 
|                                                                      
|                                                                       | Official checks                                                                                    |                                                                                                                            |                                            | 268    |               |        |              | 570    |  
|                                                                      
|                                                                       | Federal Home Loan Bank advance                                                                     |                                                                                                                            |                                            | 4,800  |               |        |              |       |  
|                                                                      
|                                                                       | Other liabilities                                                                                  |                                                                                                                            |                                            | 182    |               |        |              | 169    |  
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                       |                                                                                                    |                                                                                                                            | Total liabilities                          |        |               | 47,422 |              |        |   | 21,767 | 
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|Stockholders equity:                                                  |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                      
|                                                                       | Preferred stock:                                                                                   |                                                                                                                            |                                            |        |               |        |              |        |  
|                                                                      
|                                                                       |                                                                                                    | Designated Series A, $.01 par value, redeemable at $100 per
share, 10,000 shares so designated, none issued or outstanding |                                            |        |              |        |              |        |  |       
|                                                                      
|                                                                       |                                                                                                    | Nondesignated, no par value, 1,999,100 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                                                                                |                                                                                                                            |                                            | (924   | )             |        |              | (950   | )
|                                                                      
|                                                                       | Accumulated other comprehensive income                                                             |                                                                                                                            |                                            | 179    |               |        |              | 74     |  
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                       |                                                                                                    |                                                                                                                            | Total stockholders equity                 |        |               | 12,399 |              |        |   | 12,268 | 
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       
|                                                                       |                                                                                                    |                                                                                                                            | Total liabilities and stockholders equity |        | $             | 59,821 |              |        |   | 34,035 | 
|                                                                       |                                                                                                    |                                                                                                                            |                                            |        |               |        |              |       

See Accompanying Notes to Condensed Consolidated Financial Statements.

2



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FLORIDA BUSINESS BANCGROUP, INC.




Condensed Consolidated Statements of Operations (Unaudited)($ in thousands, except per share information)

|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |     |       |      |  
|---------------------------------------------------- | --------------------------------------------- | --------------------------------------------------- | ------------------------------------------- | --- | ------------------ | --- | ----------------- | --- | ---- | ---- | --------- | ----- | ----- | ----- | --------- | --- | ----- | ---- | -
|                                                     |                                               |                                                     |                                             |     | Three Months Ended |     | Nine Months Ended
|                                                     |                                               |                                                     |                                             |     | September 30,      |     | September 30,    
|                                                     |                                               |                                                     |                                             |     |                    |     |                  
|                                                     |                                               |                                                     |                                             |     | 2001               |     | 2000              |     | 2001 |      | 2000     
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |          
|Interest income:                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                    
|                                                     | Loans                                         |                                                     | $                                           | 802 |                    |     |                   | 304 |      |      |           | 2,135 |       |       |           | 545 |      
|                                                    
|                                                     | Securities                                    |                                                     |                                             | 96  |                    |     |                   | 192 |      |      |           | 273   |       |       |           | 359 |      
|                                                    
|                                                     | Other interest                                |                                                     |                                             | 64  |                    |     |                   | 89  |      |      |           | 168   |       |       |           | 371 |      
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                     |                                               | Total interest income                               |                                             |     | 962                |     |                   |     | 585  |      |           |       | 2,576 |       |           |     | 1,275 |     
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|Interest expense:                                    |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                    
|                                                     | Deposits                                      |                                                     |                                             | 448 |                    |     |                   | 251 |      |      |           | 1,201 |       |       |           | 474 |      
|                                                    
|                                                     | Federal Home Loan Bank advance                |                                                     |                                             | 2   |                    |     |                   |    |      |      |           | 2     |       |       |           |    |      
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                     |                                               | Total interest expense                              |                                             |     | 450                |     |                   |     | 251  |      |           |       | 1,203 |       |           |     | 474   |     
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                     |                                               |                                                     | Net interest income                         |     |                    | 512 |                   |     |      | 334  |           |       |       | 1,373 |           |     |       | 801  |  
|                                                    
|Provision for loan losses                            |                                               |                                                     | 33                                          |     |                    |     | 96                |     |      |      | 104       |       |       |       | 202       |    
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                     |                                               | Net interest income after provision
for loan losses |                                             |     | 479                |     |                   |     | 238  |      |           |       | 1,269 |       |           |     | 599   |     
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|Noninterest income:                                  |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                    
|                                                     | Service charges and fees                      |                                                     |                                             | 24  |                    |     |                   | 11  |      |      |           | 72    |       |       |           | 19  |      
|                                                    
|                                                     | Gain on sale of securities available for sale |                                                     |                                             |    |                    |     |                   |    |      |      |           | 14    |       |       |           |    |      
|                                                    
|                                                     | Other income                                  |                                                     |                                             | 1   |                    |     |                   |    |      |      |           | 2     |       |       |           | 2   |      
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                     |                                               | Total noninterest income                            |                                             |     | 25                 |     |                   |     | 11   |      |           |       | 88    |       |           |     | 21    |     
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|Noninterest expenses:                                |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                    
|                                                     | Salaries and employee benefits                |                                                     |                                             | 194 |                    |     |                   | 199 |      |      |           | 555   |       |       |           | 560 |      
|                                                    
|                                                     | Occupancy                                     |                                                     |                                             | 105 |                    |     |                   | 105 |      |      |           | 314   |       |       |           | 310 |      
|                                                    
|                                                     | Data processing                               |                                                     |                                             | 46  |                    |     |                   | 39  |      |      |           | 150   |       |       |           | 126 |      
|                                                    
|                                                     | Professional fees                             |                                                     |                                             | 23  |                    |     |                   | 19  |      |      |           | 72    |       |       |           | 94  |      
|                                                    
|                                                     | Courier expense                               |                                                     |                                             | 19  |                    |     |                   |    |      |      |           | 55    |       |       |           | 52  |      
|                                                    
|                                                     | Advertising                                   |                                                     |                                             | 8   |                    |     |                   | 15  |      |      |           | 26    |       |       |           | 46  |      
|                                                    
|                                                     | Other expenses                                |                                                     |                                             | 47  |                    |     |                   | 62  |      |      |           | 143   |       |       |           | 125 |      
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                     |                                               | Total noninterest expenses                          |                                             |     | 442                |     |                   |     | 439  |      |           |       | 1,315 |       |           |     | 1,313 |     
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|Earnings (loss) before income taxes (benefit)        |                                               |                                                     | 62                                          |     |                    |     | (190              | )   |      |      | 42        |       |       |       | (693      | )  
|                                                    
|                                                     |                                               | Income taxes (benefit)                              |                                             |     | 22                 |     |                   |     | (73  | )    |           |       | 16    |       |           |     | (261  | )   
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|Net earnings (loss)                                  |                                               | $                                                   | 40                                          |     |                    |     | (117              | )   |      |      | 26        |       |       |       | (432      | )  
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|                                                     |                                               |                                                     | Basic and diluted earnings (loss) per
share |     | $                  | .03 |                   |     |      | (.09 | )         |       |       | .02   |           |     |       | (.33 | )
|                                                     |                                               |                                                     |                                             |     |                    |     |                   |     |      |      |           |       |       |       |           |    
|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.

3



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




Condensed Consolidated Statement of Stockholders Equity (Unaudited)

Nine Months Ended September 30, 2001
($ in thousands)

|                                                                      |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |   |  |  |             |     |  |  |        |     | 
|--------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ |  | ------------ | - | ---------- | - | ----------- | - | ------- |  | ------------- | - | ------ |  | ---- | - |  |  | ----------- | --- |  |  | ------ | --- | 
|                                                                      |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |   |  |  | Accumulated |     |  |  |       
|                                                                      |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |   |  |  | Other       |     |  |  |       
|                                                                      |                                                                                            |  | Common Stock |   | Additional |   |             |   |         |  | Compre-       |   | Total 
|                                                                      |                                                                                            |  |              |   | Paid-In    |   | Accumulated |   | hensive |  | Stockholders'
|                                                                      |                                                                                            |  | Shares       |   | Amount     |   | Capital     |   | Deficit |  | Income        |   | Equity
|                                                                      |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |       
|Balance at December 31, 2000                                          |                                                                                            |  | 1,320,700    |   |            | $ | 13          |   |         |  | 13,131        |   |        |  | (950 | ) |  |  | 74          |     |  |  | 12,268 |    
|                                                                      |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |   |  |  |             |     |  |  |        |    
|Comprehensive income:                                                 |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |   |  |  |             |     |  |  |        |    
|                                                                     
|Net earnings for the nine months ended September
30, 2001 (unaudited) |                                                                                            |  |             |   |            |   |            |   |         |  |              |   |        |  | 26   |   |  |  |            |     |  |  | 26     |    
|                                                                     
|                                                                      | Net change in unrealized gain on securities
available for sale, net tax of $63
(unaudited) |  |              |  |            |   |             |  |         |  |               |  |        |  |      |  |  |  |             | 105 |  |  |        | 105 | 
|                                                                      |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |   |  |  |             |     |  |  |        |    
|                                                                      | Comprehensive income (unaudited)                                                           |  |              |  |            |   |             |  |         |  |               |  |        |  |      |  |  |  |             |    |  |  |        | 131 | 
|                                                                      |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |   |  |  |             |     |  |  |        |    
|Balance at September 30, 2001 (unaudited)                             |                                                                                            |  | 1,320,700    |   |            | $ | 13          |   |         |  | 13,131        |   |        |  | (924 | ) |  |  | 179         |     |  |  | 12,399 |    
|                                                                      |                                                                                            |  |              |   |            |   |             |   |         |  |               |   |        |  |      |   |  |  |             |     |  |  |        |    

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 (Unaudited)

(In thousands)

|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |         |      |         |  
|---------------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------------------------------------ | --------------------------------------------------- | ------- | ----------------- | ------- | ------ | ------- | ---- | ------- | -
|                                                     |                                                                                     |                                                              |                                                     |         | Nine Months Ended
|                                                     |                                                                                     |                                                              |                                                     |         | September 30,    
|                                                     |                                                                                     |                                                              |                                                     |         |                  
|                                                     |                                                                                     |                                                              |                                                     |         | 2001              |         | 2000  
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |       
|Cash flows from operating activities:                |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                    
|                                                     | Net earnings (loss)                                                                 |                                                              | $                                                   | 26      |                   |         |        | (432    | )   
|                                                    
|                                                     | Adjustments to reconcile net earnings (loss) to net cash from operating activities: |                                                              |                                                     |         |                   |         |        |         |     
|                                                    
|                                                     |                                                                                     | Depreciation                                                 |                                                     |         | 126               |         |        |         | 116  |        
|                                                    
|                                                     |                                                                                     | Provision for loan losses                                    |                                                     |         | 104               |         |        |         | 202  |        
|                                                    
|                                                     |                                                                                     | Deferred income taxes (benefit)                              |                                                     |         | 16                |         |        |         | (261 | )      
|                                                    
|                                                     |                                                                                     | Amortization of loan fees, premiums and discounts            |                                                     |         | 23                |         |        |         | 88   |        
|                                                    
|                                                     |                                                                                     | Increase in accrued interest receivable and other assets     |                                                     |         | (92               | )       |        |         | (116 | )      
|                                                    
|                                                     |                                                                                     | Increase in other liabilities                                |                                                     |         | 13                |         |        |         | 11   |        
|                                                    
|                                                     |                                                                                     | Gain on sale of securities available for sale                |                                                     |         | (14               | )       |        |         |     |        
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                     |                                                                                     |                                                              | Net cash provided by (used in) operating activities |         |                   | 202     |        |         |      | (392    | )
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|Cash flows from investing activities:                |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                    
|                                                     | Net increase in loans                                                               |                                                              |                                                     | (12,113 | )                 |         |        | (13,747 | )   
|                                                    
|                                                     | Net purchase of available for sale securities                                       |                                                              |                                                     | (4,783  | )                 |         |        | (7,869  | )   
|                                                    
|                                                     | Proceeds from calls of securities available for sale                                |                                                              |                                                     | 1,150   |                   |         |        |        |     
|                                                    
|                                                     | Principal paydowns on available for sale securities                                 |                                                              |                                                     | 285     |                   |         |        | 27      |     
|                                                    
|                                                     | Proceeds from the sale of securities available for sale                             |                                                              |                                                     | 513     |                   |         |        |        |     
|                                                    
|                                                     | Purchase of Federal Home Loan Bank stock                                            |                                                              |                                                     | (216    | )                 |         |        | (25     | )   
|                                                    
|                                                     | Purchase of premises and equipment                                                  |                                                              |                                                     | (13     | )                 |         |        | (177    | )   
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                     |                                                                                     |                                                              | Net cash used in investing activities               |         |                   | (15,177 | )      |         |      | (21,791 | )
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|Cash flows from financing activities:                |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                    
|                                                     | Net increase in deposits                                                            |                                                              |                                                     | 21,144  |                   |         |        | 19,045  |     
|                                                    
|                                                     | Net increase in Federal Home Loan Bank advance                                      |                                                              |                                                     | 4,800   |                   |         |        |        |     
|                                                     | Net (decrease) increase in official checks                                          |                                                              |                                                     | (302    | )                 |         |        | 71      |     
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                     |                                                                                     |                                                              | Net cash provided by financing activities           |         |                   | 25,642  |        |         |      | 19,116  |  
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|Net increase (decrease) in cash and cash equivalents |                                                                                     |                                                              | 10,667                                              |         |                   |         | (3,067 | )      
|                                                    
|Cash and cash equivalents at beginning of period     |                                                                                     |                                                              | 1,588                                               |         |                   |         | 7,913  |        
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|Cash and cash equivalents at end of period           |                                                                                     | $                                                            | 12,255                                              |         |                   |         | 4,846  |        
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|Supplemental disclosure of cash flow information:    |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                    
|                                                     | Cash paid during the period for:                                                    |                                                              |                                                     |         |                   |         |        |         |     
|                                                    
|                                                     |                                                                                     | Interest                                                     |                                                     | $       | 1,169             |         |        |         | 439  |        
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                     |                                                                                     | Income taxes                                                 |                                                     | $       |                  |         |        |         |     |        
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        
|                                                     | Noncash item:                                                                       |                                                              |                                                     |         |                   |         |        |         |     
|                                                    
|                                                     |                                                                                     | Change in accumulated other comprehensive income, net of tax |                                                     | $       | 105               |         |        |         | 64   |        
|                                                     |                                                                                     |                                                              |                                                     |         |                   |         |        |        

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 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 September
30, 2001, the results of operations for the three- and nine-month periods
ended September 30, 2001 and 2000 and cash flows for the nine-month
periods ended September 30, 2001 and 2000. The results of operations for
the three and nine months ended September 30, 2001, are not necessarily
indicative of the results to be expected for the year ending December 31,
2001.

(2) Loan Impairment and Losses

At September 30, 2001 and 2000 management had not identified any
impaired loans. The activity in the allowance for loan losses is as
follows (in thousands):

|                               |  |                    |     |                   |  |      |     |      |  |  |     |  |  |  |     | 
|------------------------------ |  | ------------------ | --- | ----------------- |  | ---- | --- | ---- |  |  | --- |  |  |  | --- | 
|                               |  | Three Months Ended |     | Nine Months Ended
|                               |  | September 30,      |     | September 30,    
|                               |  |                    |     |                  
|                               |  | 2001               |     | 2000              |  | 2001 |     | 2000
|                               |  |                    |     |                   |  |      |     |     
|Balance at beginning of period |  | $                  | 458 |                   |  |      | 130 |      |  |  | 387 |  |  |  | 24  | 
|                              
|Provision for loan losses      |  |                    | 33  |                   |  |      | 96  |      |  |  | 104 |  |  |  | 202 | 
|                               |  |                    |     |                   |  |      |     |      |  |  |     |  |  |  |     | 
|Balance at end of period       |  | $                  | 491 |                   |  |      | 226 |      |  |  | 491 |  |  |  | 226 | 
|                               |  |                    |     |                   |  |      |     |      |  |  |     |  |  |  |     | 

(3) Per Share Amounts

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 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
September 30, 2001, that the Bank meets all capital adequacy requirements
to which it is subject.

As of September 30, 2001, 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
|                       |                                           |  |        |       |                   |  |                   |       |   |  | Minimum     |       | Capitalized Under
|                       |                                           |  |        |       |                   |  |                   |       |   |  | For Capital |       | Prompt Corrective
|                       |                                           |  | Actual |       | Adequacy Purposes |  | Action Provisions
|                       |                                           |  |        |       |                   |  |                  
|                       |                                           |  | Amount |       | %                 |  | Amount            |       | % |  | Amount      |       | %                
|                       |                                           |  |        |       |                   |  |                   |       |   |  |             |       |                  
|At September 30, 2001: |                                           |  |        |       |                   |  |                   |       |   |  |             |       |                   |  |  |      |   |  |            |       |  |  |  |      
|                      
|                       | Total capital (to Risk-
Weighted Assets)  |  | $      | 7,627 |                   |  |                   | 17.82 | % |  | $           | 3,424 |                   |  |  | 8.00 | % |  | $          | 4,280 |  |  |  | 10.00 | %
|                      
|                       | Tier I Capital (to Risk-
Weighted Assets) |  |        | 7,136 |                   |  |                   | 16.67 |   |  |             | 1,712 |                   |  |  | 4.00 |   |  |            | 2,568 |  |  |  | 6.00  |  
|                      
|                       | Tier I Capital
(to Average Assets)        |  |        | 7,136 |                   |  |                   | 13.77 |   |  |             | 2,073 |                   |  |  | 4.00 |   |  |            | 2,591 |  |  |  | 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 September
30, 2001, and for the three- and nine-month periods ended September 30, 2001
and 2000 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 September 30, 2001, and
the related condensed consolidated statements of operations for the three- and
nine-month periods ended September 30, 2001 and 2000, the condensed
consolidated statements of cash flows for the nine-month periods ended
September 30, 2001 and 2000 and the condensed consolidated statement of
stockholders equity for the nine-month period ended September 30, 2001. These
financial statements are the responsibility of the Companys management.

We conducted our review 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 review, 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 America, the consolidated balance
sheet as of December 31, 2000, 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 10, 2001 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, 2000, 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
October 9, 2001

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

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 nine months ended September 30, 2001, the Companys primary sources
of funds consisted of deposit inflows and an advance from the Federal Home Loan
Bank. The Company used its capital resources principally to fund existing and
continuing loan commitments and to purchase securities. At September 30, 2001,
the Company had commitments to originate loans and unfunded lines of credit
totaling $11.3 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 2001. Management also believes that, if so
desired, it can adjust the rates on time deposits to retain 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 September 30, 2001, the Bank
had liquidity of approximately $14.3 million, or approximately 31% of total
deposits.

Management believes the Bank was in compliance with all minimum capital
requirements which it was subject to at September 30, 2001. See note 4 to the
condensed consolidated financial statements.

10



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

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

|                                                                                                |  |               |       |              |  |               |       |             |  |  |       |   
|----------------------------------------------------------------------------------------------- |  | ------------- | ----- | ------------ |  | ------------- | ----- | ----------- |  |  | ----- | --
|                                                                                                |  | Nine Months   |       |              |  |               |       | Nine Months
|                                                                                                |  | Ended         |       | Year Ended   |  | Ended        
|                                                                                                |  | September 30, |       | December 31, |  | September 30,
|                                                                                                |  | 2001          |       | 2000         |  | 2000         
|                                                                                                |  |               |       |              |  |              
|Average equity as a percentage
of average assets                                                |  |               | 26.79 | %            |  |               | 47.24 | %           |  |  | 50.37 | % 
|                                                                                               
|Equity to total assets at end of period                                                         |  |               | 20.73 | %            |  |               | 36.05 | %           |  |  | 37.73 | % 
|                                                                                               
|Return on average assets(1)                                                                     |  |               | 0.08  | %            |  |               | (2.13 | )%          |  |  | (2.35 | )%
|                                                                                               
|Return on average equity(1)                                                                     |  |               | 0.28  | %            |  |               | (4.51 | )%          |  |  | (4.67 | )%
|                                                                                               
|Noninterest expenses to average assets(1)                                                       |  |               | 3.83  | %            |  |               | 6.82  | %           |  |  | 7.15  | % 
|                                                                                               
|Nonperforming loans and foreclosed real estate as
a percentage of total assets at end of period |  |               |      | %            |  |               |      | %           |  |  |      | % 



---

|(1) |  | Annualized for the nine months ended September 30.
|--- |  | --------------------------------------------------

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 September 30,
|                                                                                  |                                             |                                            |        |                                 
|                                                                                  |                                             |                                            |        | 2001                             |        | 2000     
|                                                                                  |                                             |                                            |        |                                  |        |          
|                                                                                  |                                             |                                            |        |                                  |        |           |     | Interest |     | Average |      |           |      |        |        | Interest |        | Average
|                                                                                  |                                             |                                            |        | Average                          |        | and       |     | Yield/   |     | Average |      | and       |      | Yield/
|                                                                                  |                                             |                                            |        | Balance                          |        | Dividends |     | Rate     |     | Balance |      | Dividends |      | Rate  
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |       
|                                                                                  |                                             |                                            |        | (Dollars in thousands)          
|Interest-earning assets:                                                          |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|                                                                                 
|                                                                                  | Loans                                       |                                            | $      | 36,306                           |        |           |     | 802      |     |         |      | 8.84      | %    |        | $      | 11,972   |        |         |     | 304 |     |  |      | 10.16 | %   
|                                                                                 
|                                                                                  | Securities                                  |                                            |        | 6,187                            |        |           |     | 96       |     |         |      | 6.21      |      |        |        | 11,252   |        |         |     | 192 |     |  |      | 6.83  |     
|                                                                                 
|                                                                                  | Other interest-earning assets(1)            |                                            |        | 7,545                            |        |           |     | 64       |     |         |      | 3.39      |      |        |        | 5,425    |        |         |     | 89  |     |  |      | 6.56  |     
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|                                                                                  |                                             | Total interest-earning
assets              |        |                                  | 50,038 |           |     |          | 962 |         |      |           | 7.69 |        |        |          | 28,649 |         |     |     | 585 |  |      |       | 8.17 | 
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|Noninterest-earning assets                                                        |                                             |                                            | 2,846  |                                  |        |           |     |          |     |         |      |           |      |        | 2,216  |          |        |         |     |     |     |  |      |      
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|                                                                                  |                                             | Total assets                               |        | $                                | 52,884 |           |     |          |     |         |      |           |      |        |        | $        | 30,865 |         |     |     |     |  |      |       |      | 
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|Interest-bearing liabilities:                                                     |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|                                                                                 
|                                                                                  | Savings, NOW, money-market
deposit accounts |                                            |        | 10,153                           |        |           |     | 78       |     |         |      | 3.07      |      |        |        | 6,267    |        |         |     | 72  |     |  |      | 4.60  |     
|                                                                                 
|                                                                                  | Time deposits                               |                                            |        | 25,844                           |        |           |     | 370      |     |         |      | 5.73      |      |        |        | 10,828   |        |         |     | 179 |     |  |      | 6.61  |     
|                                                                                 
|                                                                                  | Federal Home Loan Bank advance              |                                            |        | 261                              |        |           |     | 2        |     |         |      | 3.07      |      |        |        |         |        |         |     |    |     |  |      |      |     
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|                                                                                  |                                             | Total interest-bearing
liabilities         |        |                                  | 36,258 |           |     |          | 450 |         |      |           | 4.96 |        |        |          | 17,095 |         |     |     | 251 |  |      |       | 5.87 | 
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|Noninterest-bearing liabilities                                                   |                                             |                                            | 4,334  |                                  |        |           |     |          |     |         |      |           |      |        | 1,546  |          |        |         |     |     |     |  |      |      
|                                                                                 
|Stockholders equity                                                              |                                             |                                            | 12,292 |                                  |        |           |     |          |     |         |      |           |      |        | 12,224 |          |        |         |     |     |     |  |      |      
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |     
|                                                                                  |                                             | Total liabilities and
stockholders equity |        | $                                | 52,884 |           |     |          |     |         |      |           |      |        |        | $        | 30,865 |         |     |     |     |  |      |       |      | 
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|Net interest income                                                               |                                             |                                            |        |                                  |        | $         | 512 |          |     |         |      |           |      |        |        |          |        | $       | 334 |     |     |  |      |      
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|Interest-rate spread(2)                                                           |                                             |                                            |        |                                  |        |           |     |          |     |         | 2.73 | %         |      |        |        |          |        |         |     |     |     |  | 2.30 | %    
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|Net interest margin(3)                                                            |                                             |                                            |        |                                  |        |           |     |          |     |         | 4.09 | %         |      |        |        |          |        |         |     |     |     |  | 4.66 | %    
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      
|Ratio of average interest-
earning assets to average
interest-bearing liabilities |                                             |                                            | 1.38   |                                  |        |           |     |          |     |         |      |           |      |        | 1.68   |          |        |         |     |     |     |  |      |      
|                                                                                  |                                             |                                            |        |                                  |        |           |     |          |     |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      



---

|(1) |  | Includes Federal Home Loan Bank stock, federal funds sold and securities
purchased under agreements to resell.                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(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 period 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.

|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |       |      | 
|--------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ------ | ------------------------------- | ------ | --------- | ----- | -------- | ----- | ------- | ---- | --------- | ---- | ------ | ------ | -------- | ------ | ------- | --- | --- | ----- |  | ---- | ----- | ---- | 
|                                                                                  |                                             |                                            |        | Nine Months Ended September 30,
|                                                                                  |                                             |                                            |        |                                
|                                                                                  |                                             |                                            |        | 2001                            |        | 2000     
|                                                                                  |                                             |                                            |        |                                 |        |          
|                                                                                  |                                             |                                            |        |                                 |        |           |       | Interest |       | Average |      |           |      |        |        | Interest |        | Average
|                                                                                  |                                             |                                            |        | Average                         |        | and       |       | Yield/   |       | Average |      | and       |      | Yield/
|                                                                                  |                                             |                                            |        | Balance                         |        | Dividends |       | Rate     |       | Balance |      | Dividends |      | Rate  
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |       
|                                                                                  |                                             |                                            |        | (Dollars in thousands)         
|Interest-earning assets:                                                          |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|                                                                                 
|                                                                                  | Loans                                       |                                            | $      | 31,967                          |        |           |       | 2,135    |       |         |      | 8.91      | %    |        | $      | 7,256    |        |         |     | 545 |       |  |      | 10.01 | %   
|                                                                                 
|                                                                                  | Securities                                  |                                            |        | 5,639                           |        |           |       | 273      |       |         |      | 6.46      |      |        |        | 7,141    |        |         |     | 359 |       |  |      | 6.68  |     
|                                                                                 
|                                                                                  | Other interest-earning
assets(1)            |                                            |        | 5,487                           |        |           |       | 168      |       |         |      | 4.08      |      |        |        | 8,161    |        |         |     | 371 |       |  |      | 6.06  |     
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|                                                                                  |                                             | Total interest-earning
assets              |        |                                 | 43,093 |           |       |          | 2,576 |         |      |           | 7.97 |        |        |          | 22,558 |         |     |     | 1,275 |  |      |       | 7.53 | 
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|Noninterest-earning assets                                                        |                                             |                                            | 2,647  |                                 |        |           |       |          |       |         |      |           |      |        | 1,926  |          |        |         |     |     |       |  |      |      
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|                                                                                  |                                             | Total assets                               |        | $                               | 45,740 |           |       |          |       |         |      |           |      |        |        | $        | 24,484 |         |     |     |       |  |      |       |      | 
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|Interest-bearing liabilities:                                                     |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|                                                                                 
|                                                                                  | Savings, NOW, money-market
deposit accounts |                                            |        | 7,805                           |        |           |       | 202      |       |         |      | 3.45      |      |        |        | 3,717    |        |         |     | 120 |       |  |      | 4.30  |     
|                                                                                 
|                                                                                  | Time deposits                               |                                            |        | 22,220                          |        |           |       | 999      |       |         |      | 5.99      |      |        |        | 7,234    |        |         |     | 354 |       |  |      | 6.52  |     
|                                                                                 
|                                                                                  | Federal Home Loan Bank advance              |                                            |        | 87                              |        |           |       | 2        |       |         |      | 3.03      |      |        |        |         |        |         |     |    |       |  |      |      |     
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|                                                                                  |                                             | Total interest-bearing
liabilities         |        |                                 | 30,112 |           |       |          | 1,203 |         |      |           | 5.33 |        |        |          | 10,951 |         |     |     | 474   |  |      |       | 5.77 | 
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|Noninterest-bearing liabilities                                                   |                                             |                                            | 3,373  |                                 |        |           |       |          |       |         |      |           |      |        | 1,200  |          |        |         |     |     |       |  |      |      
|                                                                                 
|Stockholders equity                                                              |                                             |                                            | 12,255 |                                 |        |           |       |          |       |         |      |           |      |        | 12,333 |          |        |         |     |     |       |  |      |      
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       | 
|                                                                                  |                                             | Total liabilities and
stockholders equity |        | $                               | 45,740 |           |       |          |       |         |      |           |      |        |        | $        | 24,484 |         |     |     |       |  |      |       |      | 
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|Net interest income                                                               |                                             |                                            |        |                                 |        | $         | 1,373 |          |       |         |      |           |      |        |        |          |        | $       | 801 |     |       |  |      |      
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|Interest-rate spread(2)                                                           |                                             |                                            |        |                                 |        |           |       |          |       |         | 2.64 | %         |      |        |        |          |        |         |     |     |       |  | 1.76 | %    
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|Net interest margin(3)                                                            |                                             |                                            |        |                                 |        |           |       |          |       |         | 4.23 | %         |      |        |        |          |        |         |     |     |       |  | 4.73 | %    
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      
|Ratio of average interest-earning
assets to average interest-
bearing liabilities |                                             |                                            | 1.43   |                                 |        |           |       |          |       |         |      |           |      |        | 2.06   |          |        |         |     |     |       |  |      |      
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |     |     |       |  |      |      



---

|(1) |  | Includes Federal Home Loan Bank stock, federal funds sold and securities
purchased under agreements to resell.                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(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.                                                                   

13



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Comparison of the Three-Month Periods Ended September 30, 2001 and 2000

General.Net earnings for the three-months ended September 30, 2001 were
$40,000 or $.03 per basic and diluted share compared to a net loss of
$117,000 or $.09 per basic and diluted share for the same period in
2000. 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 $962,000 for the
three-month period ended September 30, 2001 from $585,000 for the three
months ended September 30, 2000. Interest on loans increased to
$802,000 due to an increase in the average loan portfolio balance in
2001 and was only partially offset by a decrease in the weighted-average
yield earned in 2001. Interest on securities decreased to $96,000 for
the three months ended September 30, 2001 compared to $192,000 in 2000
due to a decrease in the average portfolio balance and a decrease in the
average yield earned in 2001. Interest on other interest-earning assets
decreased from $89,000 for the three months ended September 30, 2000 to
$64,000 for the three months ended September 30, 2001 due to a decrease
in the average yield earned which was only partially offset by an
increase in the average balance in 2001.

Interest expense on deposits increased to $448,000 for the three months
ended September 30, 2001 from $251,000 in 2000. The increase is due to an
increase in the average deposits in 2001 which was only partially offset by
a decrease in the weighted-average rate paid on deposits in 2001.

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 $33,000 for the three-month period ended September 30, 2001
compared to $96,000 for the same period in 2000. The allowance for loan
losses is $491,000 at September 30, 2001. While management believes that
its allowance for loan losses is adequate as of September 30, 2001,
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 $25,000 in 2001 from
$11,000 for the three months ended September 30, 2000. 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 $442,000 for the
three months ended September 30, 2001 from $439,000 for the comparable
period ended September 30, 2000.

Income Taxes.The income tax expense for the three months ended September
30, 2001 was $22,000 (an effective rate of 35.5%) compared to an income
tax benefit of $73,000 in 2000 (an effective rate of 38.4%).

14



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Comparison of the Nine-Month Periods Ended September 30, 2001 and 2000

General.Net earnings for the nine-months ended September 30, 2001 were
$26,000 or $.02 per basic and diluted share compared to net losses of
$432,000 or $.33 per basic and diluted share for 2000. 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 $2.6 million for
the nine-month period ended September 30, 2001 from $1.3 million for the
nine months ended September 30, 2000. Interest on loans increased to
$2.1 million due to an increase in the average loan portfolio balance in
2001 and was only partially offset by a decrease in the weighted-average
yield earned in 2001. Interest on securities decreased to $273,000 for
the nine months ended September 30, 2001 from $359,000 in 2000 primarily
due to a decrease in the average securities portfolio. Interest on other
interest-earning assets decreased from $371,000 for the nine months ended
September 30, 2000 to $168,000 for the nine months ended September 30,
2001 due to a decrease in the average balance of other interest-earning
assets in 2001 and a decrease in the weighted-average yield earned in
2001.

Interest expense on deposits increased to $1.2 million for the nine months
ended September 30, 2001 from $474,000 in 2000. The increase is due to an
increase in the average deposits in 2001 and was only partially offset by a
decrease in the weighted-average rate paid on deposits in 2001.

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 $104,000 for the nine-month period ended September 30, 2001
compared to $202,000 for the same period in 2000. The allowance for loan
losses is $491,000 at September 30, 2001. While management believes its
allowance for loan losses is adequate as of September 30, 2001, 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 $88,000 for the
nine-months period ended September 30, 2001 from $21,000 for the
nine-month period ended September 30, 2000. The increase was due to an
increase in service charges and fees in 2001 due to the growth in deposit
accounts and a gain of $14,000 on the sale of securities available for
sale.

Noninterest Expense.Total noninterest expense was $1.3 million for the nine
months ended September 30, 2001 and 2000.

Income Taxes.The income tax expense for the nine months ended September 30,
2001 was $16,000 (an effective rate of 38.1%) compared to an income tax
benefit of $261,000 in 2000 (an effective rate of 37.7%).

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 September 30, 2001.




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 by a double
asterisk (**) were previously filed in Amendment No. 1 to Registration
Statement on Form SB-2; exhibits marked with a triple asterisk (***) were
previously filed in Amendment No. 2 to Registration Statement on Form SB-2;
and the 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.

|            |  |                        |      |  |  |                                                                    |  | 
|----------- |  | ---------------------- | ---- |  |  | ------------------------------------------------------------------ |  | 
|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                                 
|           
|*           |  |                        | 4.2  |  |  | Specimen Warrant Certificate                                      
|           
|*           |  |                        | 4.4  |  |  | Warrant Plan                                                      
|           
|******      |  |                        | 4.5  |  |  | Amended and Restated Warrant Plan and Specimen Warrant Certificate
|           
|**          |  |                        | 10.1 |  |  | Employment Contract Timothy A. McGuire                            
|           
|*           |  |                        | 10.2 |  |  | Lease Agreement for Temporary Quarter                             
|           
|*           |  |                        | 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                                 
|           
|******      |  |                        | 99   |  |  | Charter of the Audit Committee                                    



| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | (b) Reports on Form 8-K.Registrant did not file a Form 8-K during the
three months ended September 30, 2001.

16



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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: | October 5 , 2001 |                                 | By: | /s/A. Bronson Thayer                                     
|      |                  |                                 |     |                                                          
|      |                  |                                 |     | A. Bronson Thayer, Chairman and
  Chief Executive Officer
|     
|Date: | October 5, 2001  |                                 | By: | /s/Marti J. Warren                                       
|      |                  |                                 |     |                                                          
|      |                  |                                 |     | Marti J. Warren, Principal Financial Officer             

17