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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, 2002

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

For the transition period from _________________ to _________________

Commission file number 333-65101

FLORIDA BUSINESS BANCGROUP,
INC.

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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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

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(Registrants Telephone Number, Including Area Code)


N/A

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


Check whether the issuer: (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [  ]

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

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

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



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TABLE OF CONTENTS



|                              |                                                                                               |                                                                  |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | Condensed Consolidated Balance Sheets                           
|                              |                                                                                               | Condensed Consolidated Statements of Earnings                   
|                              |                                                                                               | Condensed Consolidated Statements of Stockholders Equity       
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows                 
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements (Unaudited)
|                              |                                                                                               | Review by Independent Certified Public Accountants              
|                              |                                                                                               | Report on Review by Independent Certified Public Accountants    
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Controls and Procedures                                                              
|PART II. OTHER INFORMATION   
|                              | Item 1. Legal Proceedings                                                                    
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|PART II. OTHER INFORMATION   
|SIGNATURES                   
|CERTIFICATIONS               
|CEO Certification            
|CFO Certification            



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

INDEX

PART I. FINANCIAL INFORMATION

|                           |                                                                                               |                                                                                                                       |       |       |     | 
|-------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ----- | ----- | --- | 
|                           | Item 1. Financial Statements                                                                  |                                                                                                                       | Page 
|                           |                                                                                               |                                                                                                                      
|                           |                                                                                               | Condensed Consolidated Balance Sheets -
At September 30, 2002 (Unaudited) and December 31, 2001                       |       |       | 2   | 
|                           |                                                                                               | Condensed Consolidated Statements of Earnings (Unaudited) -
Three and Nine Months ended September 30, 2002 and 2001   |       |       | 3   | 
|                           |                                                                                               | Condensed Consolidated Statements of Stockholders Equity (Unaudited) -
Nine Months ended September 30, 2002 and 2001 |       |       | 4   | 
|                           |                                                                                               | Condensed Consolidated Statements of Cash Flows (Unaudited) -
Nine Months ended September 30, 2002 and 2001           |       |       | 5   | 
|                           |                                                                                               | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                      |       |       | 6-7 | 
|                           |                                                                                               | Review By Independent Certified Public Accountants                                                                    |       |       | 8   | 
|                           |                                                                                               | Report on Review by Independent Certified Public Accountants                                                          |       |       | 9   | 
|                           | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                                       |       | 10-15 |    
|                           | Item 3. Controls and Procedures                                                               |                                                                                                                       |       | 16    |    
|PART II. OTHER INFORMATION |                                                                                               |                                                                                                                       |       |      
|                           | Item 1. Legal Proceedings                                                                     |                                                                                                                       |       | 16    |    
|                           | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                       |       | 17    |    
|SIGNATURES                 |                                                                                               |                                                                                                                       | 18    |      
|CERTIFICATIONS             |                                                                                               |                                                                                                                       | 18-20 |      

1



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##### Table of Contents












FLORIDA BUSINESS BANCGROUP, INC.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets
($ in thousands, except share information)

|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |        |   |        | 
|------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------------- | ------- | ------------ | ------ | - | ------ | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        | September 30, |         | December 31,
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |             
|Assets                                                                   |                                                                                                    | 2002                                                                                                                      |                                            | 2001  
|                                                                         |                                                                                                    |                                                                                                                           |                                            |       
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        | (Unaudited)   |         |              |        |  
|Cash and due from banks                                                  |                                                                                                    | $                                                                                                                         | 3,458                                      |        |               |         | 3,401        |       
|Federal funds sold and securities purchased under agreements to resell   |                                                                                                    |                                                                                                                           | 4,941                                      |        |               |         | 8,079        |       
|Interest-bearing deposits in banks                                       |                                                                                                    |                                                                                                                           |                                           |        |               |         | 999          |       
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total cash and cash equivalents            |        |               | 8,399   |              |        |   | 12,479 | 
|Securities available for sale                                            |                                                                                                    |                                                                                                                           | 23,733                                     |        |               |         | 20,420       |       
|Loans, net of allowance for loan losses of $901 in 2002 and $524 in 2001 |                                                                                                    |                                                                                                                           | 72,925                                     |        |               |         | 45,181       |       
|Federal Home Loan Bank stock                                             |                                                                                                    |                                                                                                                           | 300                                        |        |               |         | 240          |       
|Premises and equipment, net                                              |                                                                                                    |                                                                                                                           | 350                                        |        |               |         | 426          |       
|Deferred income taxes                                                    |                                                                                                    |                                                                                                                           | 110                                        |        |               |         | 493          |       
|Accrued interest receivable                                              |                                                                                                    |                                                                                                                           | 488                                        |        |               |         | 360          |       
|Other assets                                                             |                                                                                                    |                                                                                                                           | 1,125                                      |        |               |         | 927          |       
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total assets                               |        | $             | 107,430 |              |        |   | 80,526 | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         | Liabilities and Stockholders Equity                                                               |                                                                                                                           |                                            |        |               |         |              |        |  
|Liabilities:                                                             |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         | Noninterest-bearing demand deposits                                                                |                                                                                                                           |                                            | 7,467  |               |         |              | 5,752  |  
|                                                                         | Savings and NOW deposits                                                                           |                                                                                                                           |                                            | 2,832  |               |         |              | 2,801  |  
|                                                                         | Money-market deposits                                                                              |                                                                                                                           |                                            | 16,863 |               |         |              | 13,546 |  
|                                                                         | Time deposits                                                                                      |                                                                                                                           |                                            | 55,802 |               |         |              | 36,179 |  
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total deposits                             |        |               | 82,964  |              |        |   | 58,278 | 
|                                                                         | Federal Home Loan Bank advances                                                                    |                                                                                                                           |                                            | 6,000  |               |         |              | 4,800  |  
|                                                                         | Other borrowings                                                                                   |                                                                                                                           |                                            | 4,824  |               |         |              | 4,750  |  
|                                                                         | Official checks                                                                                    |                                                                                                                           |                                            | 423    |               |         |              | 216    |  
|                                                                         | Other liabilities                                                                                  |                                                                                                                           |                                            | 268    |               |         |              | 158    |  
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total liabilities                          |        |               | 94,479  |              |        |   | 68,202 | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|Stockholders equity:                                                    |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         | Preferred stock:                                                                                   |                                                                                                                           |                                            |        |               |         |              |        |  
|                                                                         |                                                                                                    | Designated Series A, $.01 par value, redeemable at $100 per
share, 1,000 shares so designated, none issued or outstanding |                                            |        |              |         |              |        |  |       
|                                                                         |                                                                                                    | Nondesignated, no par value, 1,999,000 shares authorized,
none issued or outstanding                                      |                                            |        |              |         |              |        |  |       
|                                                                         | Common stock, $.01 par value 10,000,000 shares authorized;
1,320,700 shares issued and outstanding |                                                                                                                           |                                            | 13     |               |         |              | 13     |  
|                                                                         | Additional paid-in capital                                                                         |                                                                                                                           |                                            | 13,131 |               |         |              | 13,131 |  
|                                                                         | Accumulated deficit                                                                                |                                                                                                                           |                                            | (462   | )             |         |              | (864   | )
|                                                                         | Accumulated other comprehensive income                                                             |                                                                                                                           |                                            | 269    |               |         |              | 44     |  
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total stockholders equity                 |        |               | 12,951  |              |        |   | 12,324 | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       
|                                                                         |                                                                                                    |                                                                                                                           | Total liabilities and stockholders equity |        | $             | 107,430 |              |        |   | 80,526 | 
|                                                                         |                                                                                                    |                                                                                                                           |                                            |        |               |         |              |       

See Accompanying Notes to Condensed Consolidated Financial Statements.

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FLORIDA BUSINESS BANCGROUP, INC.

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

|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |       |       |       | 
|---------------------------------------------------- | --------------------------------------------- | --------------------------------------------------- | ------------------------------------ | ----- | ------------------ | --- | ----------------- | --- | ---- | --- | --------- | ----- | ----- | ----- | --------- | ----- | ----- | ----- | 
|                                                     |                                               |                                                     |                                      |       | Three Months Ended |     | Nine Months Ended
|                                                     |                                               |                                                     |                                      |       | September 30,      |     | September 30,    
|                                                     |                                               |                                                     |                                      |       |                    |     |                  
|                                                     |                                               |                                                     |                                      |       | 2002               |     | 2001              |     | 2002 |     | 2001     
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |          
|Interest income:                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     | Loans                                         |                                                     | $                                    | 1,276 |                    |     |                   | 802 |      |     |           | 3,286 |       |       |           | 2,135 |      
|                                                     | Securities                                    |                                                     |                                      | 262   |                    |     |                   | 96  |      |     |           | 853   |       |       |           | 273   |      
|                                                     | Other interest                                |                                                     |                                      | 30    |                    |     |                   | 64  |      |     |           | 84    |       |       |           | 168   |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     |                                               | Total interest income                               |                                      |       | 1,568              |     |                   |     | 962  |     |           |       | 4,223 |       |           |       | 2,576 |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|Interest expense:                                    |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     | Deposits                                      |                                                     |                                      | 633   |                    |     |                   | 448 |      |     |           | 1,780 |       |       |           | 1,201 |      
|                                                     | Other borrowings                              |                                                     |                                      | 44    |                    |     |                   | 2   |      |     |           | 134   |       |       |           | 2     |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     |                                               | Total interest expense                              |                                      |       | 677                |     |                   |     | 450  |     |           |       | 1,914 |       |           |       | 1,203 |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     |                                               |                                                     | Net interest income                  |       |                    | 891 |                   |     |      | 512 |           |       |       | 2,309 |           |       |       | 1,373 | 
|Provision for loan losses                            |                                               |                                                     | 146                                  |       |                    |     | 33                |     |      |     | 377       |       |       |       | 104       |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     |                                               | Net interest income after provision
for loan losses |                                      |       | 745                |     |                   |     | 479  |     |           |       | 1,932 |       |           |       | 1,269 |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|Noninterest income:                                  |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     | Service charges and fees                      |                                                     |                                      | 52    |                    |     |                   | 24  |      |     |           | 118   |       |       |           | 72    |      
|                                                     | Gain on sale of securities available for sale |                                                     |                                      |      |                    |     |                   |    |      |     |           | 11    |       |       |           | 14    |      
|                                                     | Other income                                  |                                                     |                                      | 11    |                    |     |                   | 1   |      |     |           | 32    |       |       |           | 2     |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     |                                               | Total noninterest income                            |                                      |       | 63                 |     |                   |     | 25   |     |           |       | 161   |       |           |       | 88    |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|Noninterest expenses:                                |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     | Salaries and employee benefits                |                                                     |                                      | 212   |                    |     |                   | 194 |      |     |           | 621   |       |       |           | 555   |      
|                                                     | Occupancy                                     |                                                     |                                      | 104   |                    |     |                   | 105 |      |     |           | 315   |       |       |           | 314   |      
|                                                     | Data processing                               |                                                     |                                      | 45    |                    |     |                   | 46  |      |     |           | 143   |       |       |           | 150   |      
|                                                     | Professional fees                             |                                                     |                                      | 20    |                    |     |                   | 23  |      |     |           | 57    |       |       |           | 72    |      
|                                                     | Courier expense                               |                                                     |                                      | 26    |                    |     |                   | 19  |      |     |           | 78    |       |       |           | 55    |      
|                                                     | Advertising                                   |                                                     |                                      | 11    |                    |     |                   | 8   |      |     |           | 32    |       |       |           | 26    |      
|                                                     | Other expenses                                |                                                     |                                      | 63    |                    |     |                   | 47  |      |     |           | 199   |       |       |           | 143   |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     |                                               | Total noninterest expenses                          |                                      |       | 481                |     |                   |     | 442  |     |           |       | 1,445 |       |           |       | 1,315 |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|Earnings before income taxes                         |                                               |                                                     | 327                                  |       |                    |     | 62                |     |      |     | 648       |       |       |       | 42        |      
|                                                     |                                               | Income taxes                                        |                                      |       | 125                |     |                   |     | 22   |     |           |       | 246   |       |           |       | 16    |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|Net earnings                                         |                                               | $                                                   | 202                                  |       |                    |     | 40                |     |      |     | 402       |       |       |       | 26        |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|                                                     |                                               |                                                     | Basic and diluted earnings per
share |       | $                  | .15 |                   |     |      | .03 |           |       |       | .30   |           |       |       | .02   | 
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|Weighted-average number of common shares
outstanding |                                               |                                                     | 1,320,700                            |       |                    |     | 1,320,700         |     |      |     | 1,320,700 |       |       |       | 1,320,700 |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      
|Dividends per share                                  |                                               | $                                                   |                                     |       |                    |     |                  |     |      |     |          |       |       |       |          |      
|                                                     |                                               |                                                     |                                      |       |                    |     |                   |     |      |     |           |       |       |       |           |      

See Accompanying Notes to Condensed Consolidated Financial Statements.

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FLORIDA BUSINESS BANCGROUP, INC.

Condensed Consolidated Statements of Stockholders Equity
($ in thousands)

Nine Months Ended September 30, 2001 and 2002

|                                          |                                                                                             |  |              |   |            |   |             |   |               |  |               |   |        |  |      |     |  |  |             |     |  |  |        |     | 
|----------------------------------------- | ------------------------------------------------------------------------------------------- |  | ------------ | - | ---------- | - | ----------- | - | ------------- |  | ------------- | - | ------ |  | ---- | --- |  |  | ----------- | --- |  |  | ------ | --- | 
|                                          |                                                                                             |  |              |   |            |   |             |   |               |  |               |   |        |  |      |     |  |  | Accumulated |     |  |  |       
|                                          |                                                                                             |  | Common Stock |   | Additional |   |             |   |               |  | Other         |   | Total 
|                                          |                                                                                             |  |              |   | Paid-In    |   | Accumulated |   | Comprehensive |  | 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 |    
|                                          |                                                                                             |  |              |   |            |   |             |   |               |  |               |   |        |  |      |     |  |  |             |     |  |  |        |    
|Balance at December 31, 2001              |                                                                                             |  | 1,320,700    |   |            | $ | 13          |   |               |  | 13,131        |   |        |  | (864 | )   |  |  | 44          |     |  |  | 12,324 |    
|                                          |                                                                                             |  |              |   |            |   |             |   |               |  |               |   |        |  |      |     |  |  |             |     |  |  |        |    
|Comprehensive income:                     |                                                                                             |  |              |   |            |   |             |   |               |  |               |   |        |  |      |     |  |  |             |     |  |  |        |    
|                                          | Net earnings for the nine months ended
September 30, 2002 (unaudited)                       |  |              |  |            |   |             |  |               |  |               |  |        |  |      | 402 |  |  |             |    |  |  |        | 402 | 
|                                          | Net change in unrealized gain on securities
available for sale, net tax of $137
(unaudited) |  |              |  |            |   |             |  |               |  |               |  |        |  |      |    |  |  |             | 225 |  |  |        | 225 | 
|                                          |                                                                                             |  |              |   |            |   |             |   |               |  |               |   |        |  |      |     |  |  |             |     |  |  |        |    
|                                          | Comprehensive income (unaudited)                                                            |  |              |  |            |   |             |  |               |  |               |  |        |  |      |    |  |  |             |    |  |  |        | 627 | 
|                                          |                                                                                             |  |              |   |            |   |             |   |               |  |               |   |        |  |      |     |  |  |             |     |  |  |        |    
|Balance at September 30, 2002 (unaudited) |                                                                                             |  | 1,320,700    |   |            | $ | 13          |   |               |  | 13,131        |   |        |  | (462 | )   |  |  | 269         |     |  |  | 12,951 |    
|                                          |                                                                                             |  |              |   |            |   |             |   |               |  |               |   |        |  |      |     |  |  |             |     |  |  |        |    

See Accompanying Notes to Condensed Consolidated Financial Statements.

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FLORIDA BUSINESS BANCGROUP, INC.

Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |         |       |         |  
|---------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | --------------------------------------------------- | ------- | ----------------- | ------- | ------ | ------- | ----- | ------- | -
|                                                     |                                                                                               |                                                              |                                                     |         | Nine Months Ended
|                                                     |                                                                                               |                                                              |                                                     |         | September 30,    
|                                                     |                                                                                               |                                                              |                                                     |         |                  
|                                                     |                                                                                               |                                                              |                                                     |         | 2002              |         | 2001  
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |       
|Cash flows from operating activities:                |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     | Net earnings                                                                                  |                                                              | $                                                   | 402     |                   |         |        | 26      |      
|                                                     | Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities: |                                                              |                                                     |         |                   |         |        |         |      
|                                                     |                                                                                               | Depreciation                                                 |                                                     |         | 114               |         |        |         | 126   |        
|                                                     |                                                                                               | Provision for loan losses                                    |                                                     |         | 377               |         |        |         | 104   |        
|                                                     |                                                                                               | Deferred income taxes                                        |                                                     |         | 246               |         |        |         | 16    |        
|                                                     |                                                                                               | Amortization of loan fees, premiums and discounts            |                                                     |         | 95                |         |        |         | 23    |        
|                                                     |                                                                                               | Increase in accrued interest receivable and other assets     |                                                     |         | (326              | )       |        |         | (92   | )      
|                                                     |                                                                                               | Net increase (decrease) in official checks                   |                                                     |         | 207               |         |        |         | (302  | )      
|                                                     |                                                                                               | Increase in other liabilities                                |                                                     |         | 110               |         |        |         | 13    |        
|                                                     |                                                                                               | Gain on sale of securities available for sale                |                                                     |         | (11               | )       |        |         | (14   | )      
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     |                                                                                               |                                                              | Net cash provided by (used in) operating activities |         |                   | 1,214   |        |         |       | (100    | )
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|Cash flows from investing activities:                |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     | Net increase in loans                                                                         |                                                              |                                                     | (28,216 | )                 |         |        | (12,113 | )    
|                                                     | Net purchase of available for sale securities                                                 |                                                              |                                                     | (20,552 | )                 |         |        | (4,783  | )    
|                                                     | Proceeds from sales calls of securities available for sale                                    |                                                              |                                                     | 16,925  |                   |         |        | 1,663   |      
|                                                     | Principal paydowns on available for sale securities                                           |                                                              |                                                     | 687     |                   |         |        | 285     |      
|                                                     | Purchase of Federal Home Loan Bank stock                                                      |                                                              |                                                     | (60     | )                 |         |        | (216    | )    
|                                                     | Purchase of premises and equipment                                                            |                                                              |                                                     | (38     | )                 |         |        | (13     | )    
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     |                                                                                               |                                                              | Net cash used in investing activities               |         |                   | (31,254 | )      |         |       | (15,177 | )
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|Cash flows from financing activities:                |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     | Net increase in deposits                                                                      |                                                              |                                                     | 24,686  |                   |         |        | 21,144  |      
|                                                     | Net increase in Federal Home Loan Bank advance                                                |                                                              |                                                     | 1,200   |                   |         |        | 4,800   |      
|                                                     | Net increase in other borrowings                                                              |                                                              |                                                     | 74      |                   |         |        |        |      
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     |                                                                                               |                                                              | Net cash provided by financing activities           |         |                   | 25,960  |        |         |       | 25,944  |  
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|Net (decrease) increase in cash and cash equivalents |                                                                                               |                                                              | (4,080                                              | )       |                   |         | 10,667 |        
|Cash and cash equivalents at beginning of period     |                                                                                               |                                                              | 12,479                                              |         |                   |         | 1,588  |        
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|Cash and cash equivalents at end of period           |                                                                                               | $                                                            | 8,399                                               |         |                   |         | 12,255 |        
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|Supplemental disclosure of cash flow information:    |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     | Cash paid during the period for:                                                              |                                                              |                                                     |         |                   |         |        |         |      
|                                                     |                                                                                               | Interest                                                     |                                                     | $       | 1,882             |         |        |         | 1,169 |        
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     |                                                                                               | Income taxes                                                 |                                                     | $       |                  |         |        |         |      |        
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        
|                                                     | Noncash item:                                                                                 |                                                              |                                                     |         |                   |         |        |         |      
|                                                     |                                                                                               | Change in accumulated other comprehensive income, net of tax |                                                     | $       | 225               |         |        |         | 105   |        
|                                                     |                                                                                               |                                                              |                                                     |         |                   |         |        |        

See Accompanying Notes to Condensed Consolidated Financial Statements.

5



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##### Table of Contents






FLORIDA BUSINESS BANCGROUP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)



|(1) |  | Description of Business and Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | General.Florida Business BancGroup, Inc., a Florida Corporation, (the
Holding Company) is a one-bank holding company and owns 100% of the
outstanding shares of Bay Cities Bank, a Florida-chartered commercial
bank (the Bank). The Holding Companys only business is the ownership
and operations of the Bank (Collectively, the Company). The Banks
deposits are insured by the Federal Deposit Insurance Corporation. The
Bank provides a variety of community banking services to business and
individuals primarily in Hillsborough County, Florida.                                                                                                
|   
|    |  | The Companys fiscal year end is December 31. In the opinion of the
management, the accompanying condensed consolidated financial statements
contain all adjustments (consisting principally of normal recurring
accruals) necessary to present fairly the financial position at September
30, 2002, the results of operations for the three- and nine-month periods
ended September 30, 2002 and 2001 and cash flows for the nine months ended
September 30, 2002 and 2001. The results of operations for the three and
nine months ended September 30, 2002, are not necessarily indicative of
the results to be expected for the year ending December 31, 2002.
|   
|(2) |  | Loan Impairment and Losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | At September 30, 2002 and
2001 and for the three- and nine-month periods
then ended there were no 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,    
|                               |  |                    |     |                  
|                               |  | 2002               |     | 2001              |  | 2002 |     | 2001
|                               |  |                    |     |                   |  |      |     |     
|Balance at beginning of period |  | $                  | 755 |                   |  |      | 458 |      |  |  | 524 |  |  |  | 387 | 
|Provision for loan losses      |  |                    | 146 |                   |  |      | 33  |      |  |  | 377 |  |  |  | 104 | 
|                               |  |                    |     |                   |  |      |     |      |  |  |     |  |  |  |     | 
|Balance at end of period       |  | $                  | 901 |                   |  |      | 491 |      |  |  | 901 |  |  |  | 491 | 
|                               |  |                    |     |                   |  |      |     |      |  |  |     |  |  |  |     | 



|(3) |  | Earnings Per Share                                                                                                                                                                                                   
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Basic and diluted earnings 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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FLORIDA BUSINESS BANCGROUP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)



|(4) |  | Regulatory Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Bank is subject to various regulatory capital requirements
administered by various regulatory banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken,
could have a direct material effect on the Companys consolidated
financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet
specific capital guidelines that involve quantitative measures of the
Banks assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices. The Banks capital
amounts and classification are also subject to qualitative judgements by
the regulators about components, risk weightings, and other factors.
|   
|    |  | Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and percentages (set forth in
the table below) of total and Tier I capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier I capital
(as defined) to average assets (as defined). Management believes, at
September 30, 2002, that the Bank meets all capital adequacy requirements
to which it is subject.                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | As of September 30, 2002, the most recent notification from the regulatory
authorities categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well
capitalized, the Bank must maintain minimum total risk-based, Tier I
risk-based, and Tier I leverage percentages as set forth in the table.
There are no conditions or events since that notification that management
believes have changed the Banks category. The Banks actual capital
amounts and percentages are also presented in the table (dollars in
thousands).                                                                                                                                                                                                                                                   

|                       |                                          |  |        |       |                   |  |                   |       |   |  |             |       |                   |  |  |      |   |  |            |       |  |  |  |       |  
|---------------------- | ---------------------------------------- |  | ------ | ----- | ----------------- |  | ----------------- | ----- | - |  | ----------- | ----- | ----------------- |  |  | ---- | - |  | ---------- | ----- |  |  |  | ----- | -
|                       |                                          |  |        |       |                   |  |                   |       |   |  |             |       |                   |  |  |      |   |  | To Be Well
|                       |                                          |  |        |       |                   |  |                   |       |   |  | Minimum     |       | Capitalized Under
|                       |                                          |  |        |       |                   |  |                   |       |   |  | For Capital |       | Prompt Corrective
|                       |                                          |  | Actual |       | Adequacy Purposes |  | Action Provisions
|                       |                                          |  |        |       |                   |  |                  
|                       |                                          |  | Amount |       | %                 |  | Amount            |       | % |  | Amount      |       | %                
|                       |                                          |  |        |       |                   |  |                   |       |   |  |             |       |                  
|At September 30, 2002: |                                          |  |        |       |                   |  |                   |       |   |  |             |       |                   |  |  |      |   |  |            |       |  |  |  |      
|                       | Total capital (to Risk-Weighted Assets)  |  | $      | 8,827 |                   |  |                   | 10.96 | % |  | $           | 6,440 |                   |  |  | 8.00 | % |  | $          | 8,050 |  |  |  | 10.00 | %
|                       | Tier I Capital (to Risk-Weighted Assets) |  |        | 7,939 |                   |  |                   | 9.86  |   |  |             | 3,220 |                   |  |  | 4.00 |   |  |            | 4,830 |  |  |  | 6.00  |  
|                       | Tier I Capital
(to Average Assets)       |  |        | 7,939 |                   |  |                   | 8.07  |   |  |             | 3,936 |                   |  |  | 4.00 |   |  |            | 4,920 |  |  |  | 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, 2002, and for the three- and nine-month periods ended September 30, 2002
and 2001 presented in this document, in accordance with standards established
by the American Institute of Certified Public Accountants.

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

8



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##### Table of Contents






Report on Review by Independent Certified Public Accountants

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

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

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

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

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

HACKER, JOHNSON & SMITH PA
Tampa, Florida
October 8, 2002

9



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




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

Comparison of September 30, 2002 and December 31, 2001

General

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

Liquidity and Capital Resources

During the nine months ended September 30, 2002, the Companys primary sources
of funds consisted of deposit inflows and the proceeds from sales and calls of
securities available for sale. The Company used its capital resources
principally to fund existing and continuing loan commitments and to purchase
securities. At September 30, 2002, the Company had commitments to originate
loans and unfunded lines of credit totaling $13.4 million. Management believes
the Company has adequate resources to fund all its commitments and that
substantially all of its existing commitments will be funded in 2002.
Management also believes that, if so desired, it can adjust the rates on time
deposits to retain or attract deposits in a changing interest rate environment.

As a Florida-chartered commercial bank, the Bank is required to maintain a
liquidity reserve of at least 15% of its total transaction accounts and 8% of
its total nontransaction accounts less those deposits of certain public funds.
The liquidity reserve may consist of cash on hand, cash on demand with other
correspondent banks and other investments and short-term marketable securities
as defined, such as federal funds sold and United States securities or
securities guaranteed by the United States. As of September 30, 2002, the Bank
had liquidity of approximately $23 million, or approximately 26% of total
deposits.

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

10



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

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

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

|                                                                                                |  |               |       |              |  |               |       |             |  |  |       |  
|----------------------------------------------------------------------------------------------- |  | ------------- | ----- | ------------ |  | ------------- | ----- | ----------- |  |  | ----- | -
|                                                                                                |  | Nine Months   |       |              |  |               |       | Nine Months
|                                                                                                |  | Ended         |       | Year Ended   |  | Ended        
|                                                                                                |  | September 30, |       | December 31, |  | September 30,
|                                                                                                |  | 2002          |       | 2001         |  | 2001         
|                                                                                                |  |               |       |              |  |              
|Average equity as a percentage
of average assets                                                |  |               | 13.60 | %            |  |               | 23.89 | %           |  |  | 26.79 | %
|Equity to total assets at end of period                                                         |  |               | 12.06 | %            |  |               | 15.30 | %           |  |  | 20.73 | %
|Return on average assets (1)                                                                    |  |               | .58   | %            |  |               | .17   | %           |  |  | 0.08  | %
|Return on average equity (1)                                                                    |  |               | 4.28  | %            |  |               | .70   | %           |  |  | 0.28  | %
|Noninterest expenses to average assets (1)                                                      |  |               | 2.10  | %            |  |               | 3.40  | %           |  |  | 3.83  | %
|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.
|--- |  | --------------------------------------------------

(continued)

11



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Results of Operations

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

|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |      |      | 
|--------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ------ | -------------------------------- | ------- | --------- | --- | -------- | ----- | ------- | ---- | --------- | ---- | ------ | ------ | -------- | ------ | ------- | --- | --- | --- |  | ---- | ---- | ---- | 
|                                                                                  |                                             |                                            |        | Three Months Ended September 30,
|                                                                                  |                                             |                                            |        |                                 
|                                                                                  |                                             |                                            |        | 2002                             |         | 2001     
|                                                                                  |                                             |                                            |        |                                  |         |          
|                                                                                  |                                             |                                            |        |                                  |         |           |     | Interest |       | Average |      |           |      |        |        | Interest |        | Average
|                                                                                  |                                             |                                            |        | Average                          |         | and       |     | Yield/   |       | Average |      | and       |      | Yield/
|                                                                                  |                                             |                                            |        | Balance                          |         | Dividends |     | Rate     |       | Balance |      | Dividends |      | Rate  
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |       
|                                                                                  |                                             |                                            |        | (Dollars in thousands)          
|Interest-earning assets:                                                          |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                  | Loans                                       |                                            | $      | 67,573                           |         |           |     | 1,276    |       |         |      | 7.55      | %    |        | $      | 36,306   |        |         |     | 802 |     |  |      | 8.84 | %   
|                                                                                  | Securities                                  |                                            |        | 22,122                           |         |           |     | 262      |       |         |      | 4.74      |      |        |        | 6,187    |        |         |     | 96  |     |  |      | 6.21 |     
|                                                                                  | Other interest-earning assets (1)           |                                            |        | 5,936                            |         |           |     | 30       |       |         |      | 2.02      |      |        |        | 7,545    |        |         |     | 64  |     |  |      | 3.39 |     
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                  |                                             | Total interest-earning
assets              |        |                                  | 95,631  |           |     |          | 1,568 |         |      |           | 6.56 |        |        |          | 50,038 |         |     |     | 962 |  |      |      | 7.69 | 
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Noninterest-earning assets                                                        |                                             |                                            | 4,370  |                                  |         |           |     |          |       |         |      |           |      |        | 2,846  |          |        |         |     |     |     |  |      |     
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                  |                                             | Total assets                               |        | $                                | 100,001 |           |     |          |       |         |      |           |      |        |        | $        | 52,884 |         |     |     |     |  |      |      |      | 
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Interest-bearing liabilities:                                                     |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                  | Savings, NOW, money-market
deposit accounts |                                            |        | 18,590                           |         |           |     | 86       |       |         |      | 1.85      |      |        |        | 10,153   |        |         |     | 78  |     |  |      | 3.07 |     
|                                                                                  | Time deposits                               |                                            |        | 52,003                           |         |           |     | 547      |       |         |      | 4.21      |      |        |        | 25,844   |        |         |     | 370 |     |  |      | 5.73 |     
|                                                                                  | Other borrowings (2)                        |                                            |        | 8,156                            |         |           |     | 44       |       |         |      | 2.16      |      |        |        | 261      |        |         |     | 2   |     |  |      | 3.07 |     
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                  |                                             | Total interest-bearing
liabilities         |        |                                  | 78,749  |           |     |          | 677   |         |      |           | 3.44 |        |        |          | 36,258 |         |     |     | 450 |  |      |      | 4.96 | 
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Noninterest-bearing liabilities                                                   |                                             |                                            | 8,482  |                                  |         |           |     |          |       |         |      |           |      |        | 4,334  |          |        |         |     |     |     |  |      |     
|Stockholders equity                                                              |                                             |                                            | 12,770 |                                  |         |           |     |          |       |         |      |           |      |        | 12,292 |          |        |         |     |     |     |  |      |     
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|                                                                                  |                                             | Total liabilities and
stockholders equity |        | $                                | 100,001 |           |     |          |       |         |      |           |      |        |        | $        | 52,884 |         |     |     |     |  |      |      |      | 
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Net interest income                                                               |                                             |                                            |        |                                  |         | $         | 891 |          |       |         |      |           |      |        |        |          |        | $       | 512 |     |     |  |      |     
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Interest-rate spread (3)                                                          |                                             |                                            |        |                                  |         |           |     |          |       |         | 3.12 | %         |      |        |        |          |        |         |     |     |     |  | 2.73 | %   
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Net interest margin (4)                                                           |                                             |                                            |        |                                  |         |           |     |          |       |         | 3.73 | %         |      |        |        |          |        |         |     |     |     |  | 4.09 | %   
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     
|Ratio of average interest-
earning assets to average
interest-bearing liabilities |                                             |                                            | 1.21   |                                  |         |           |     |          |       |         |      |           |      |        | 1.38   |          |        |         |     |     |     |  |      |     
|                                                                                  |                                             |                                            |        |                                  |         |           |     |          |       |         |      |           |      |        |        |          |        |         |     |     |     |  |      |     



---

|(1) |  | Includes Federal Home Loan Bank stock, federal funds sold and securities
purchased under agreements to resell.                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes Federal Home Loan Bank advances and other borrowings.                                                                                           
|   
|(3) |  | Interest-rate spread represents the difference between the average yield
on interest-earning assets and the average rate of interest-bearing
liabilities.
|   
|(4) |  | Net interest margin is net interest income divided by average
interest-earning assets.                                                                   

12



---



##### Table of Contents









FLORIDA BUSINESS BANCGROUP, INC.

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

|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |      |      | 
|--------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------------ | ------ | ------------------------------- | ------ | --------- | ----- | -------- | ----- | ------- | ---- | --------- | ---- | ------ | ------ | -------- | ------ | ------- | ----- | ----- | ----- |  | ---- | ---- | ---- | 
|                                                                                  |                                             |                                            |        | Nine Months Ended September 30,
|                                                                                  |                                             |                                            |        |                                
|                                                                                  |                                             |                                            |        | 2002                            |        | 2001     
|                                                                                  |                                             |                                            |        |                                 |        |          
|                                                                                  |                                             |                                            |        |                                 |        |           |       | Interest |       | Average |      |           |      |        |        | Interest |        | Average
|                                                                                  |                                             |                                            |        | Average                         |        | and       |       | Yield/   |       | Average |      | and       |      | Yield/
|                                                                                  |                                             |                                            |        | Balance                         |        | Dividends |       | Rate     |       | Balance |      | Dividends |      | Rate  
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |       
|                                                                                  |                                             |                                            |        | (Dollars in thousands)         
|Interest-earning assets:                                                          |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|                                                                                  | Loans                                       |                                            | $      | 58,205                          |        |           |       | 3,286    |       |         |      | 7.53      | %    |        | $      | 31,967   |        |         |       | 2,135 |       |  |      | 8.91 | %   
|                                                                                  | Securities                                  |                                            |        | 22,084                          |        |           |       | 853      |       |         |      | 5.15      |      |        |        | 5,639    |        |         |       | 273   |       |  |      | 6.46 |     
|                                                                                  | Other interest-earning
assets (1)           |                                            |        | 6,474                           |        |           |       | 84       |       |         |      | 1.73      |      |        |        | 5,487    |        |         |       | 168   |       |  |      | 4.08 |     
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|                                                                                  |                                             | Total interest-earning
assets              |        |                                 | 86,763 |           |       |          | 4,223 |         |      |           | 6.49 |        |        |          | 43,093 |         |       |       | 2,576 |  |      |      | 7.97 | 
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|Noninterest-earning assets                                                        |                                             |                                            | 5,231  |                                 |        |           |       |          |       |         |      |           |      |        | 2,647  |          |        |         |       |       |       |  |      |     
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|                                                                                  |                                             | Total assets                               |        | $                               | 91,994 |           |       |          |       |         |      |           |      |        |        | $        | 45,740 |         |       |       |       |  |      |      |      | 
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|Interest-bearing liabilities:                                                     |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|                                                                                  | Savings, NOW, money-market
deposit accounts |                                            |        | 16,628                          |        |           |       | 232      |       |         |      | 1.86      |      |        |        | 7,805    |        |         |       | 202   |       |  |      | 3.45 |     
|                                                                                  | Time deposits                               |                                            |        | 47,338                          |        |           |       | 1,548    |       |         |      | 4.36      |      |        |        | 22,220   |        |         |       | 999   |       |  |      | 5.99 |     
|                                                                                  | Other borrowings (2)                        |                                            |        | 7,922                           |        |           |       | 134      |       |         |      | 2.26      |      |        |        | 87       |        |         |       | 2     |       |  |      | 3.07 |     
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|                                                                                  |                                             | Total interest-bearing
liabilities         |        |                                 | 71,888 |           |       |          | 1,914 |         |      |           | 3.55 |        |        |          | 30,112 |         |       |       | 1,203 |  |      |      | 5.33 | 
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|Noninterest-bearing liabilities                                                   |                                             |                                            | 7,591  |                                 |        |           |       |          |       |         |      |           |      |        | 3,373  |          |        |         |       |       |       |  |      |     
|Stockholders equity                                                              |                                             |                                            | 12,515 |                                 |        |           |       |          |       |         |      |           |      |        | 12,255 |          |        |         |       |       |       |  |      |     
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|                                                                                  |                                             | Total liabilities and
stockholders equity |        | $                               | 91,994 |           |       |          |       |         |      |           |      |        |        | $        | 45,740 |         |       |       |       |  |      |      |      | 
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|Net interest income                                                               |                                             |                                            |        |                                 |        | $         | 2,309 |          |       |         |      |           |      |        |        |          |        | $       | 1,373 |       |       |  |      |     
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|Interest-rate spread (3)                                                          |                                             |                                            |        |                                 |        |           |       |          |       |         | 2.94 | %         |      |        |        |          |        |         |       |       |       |  | 2.64 | %   
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|Net interest margin (4)                                                           |                                             |                                            |        |                                 |        |           |       |          |       |         | 3.55 | %         |      |        |        |          |        |         |       |       |       |  | 4.25 | %   
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     
|Ratio of average interest-earning
assets to average interest-
bearing liabilities |                                             |                                            | 1.21   |                                 |        |           |       |          |       |         |      |           |      |        | 1.43   |          |        |         |       |       |       |  |      |     
|                                                                                  |                                             |                                            |        |                                 |        |           |       |          |       |         |      |           |      |        |        |          |        |         |       |       |       |  |      |     



---

|(1) |  | Includes Federal Home Loan Bank stock, federal funds sold and securities
purchased under agreements to resell.                                           
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes Federal Home Loan Bank advances and other borrowings.                                                                                           
|   
|(3) |  | Interest-rate spread represents the difference between the average yield
on interest-earning assets and the
average rate of interest-bearing liabilities.
|   
|(4) |  | 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, 2002 and 2001



| |  | General.Net earnings for the three-months ended September 30, 2002 were
$202,000 or $.15 per basic and diluted share compared to a net earnings
of $40,000 or $.03 per basic and diluted share for the same period in
2001. The increase in earnings was primarily due to an increase in net
interest income resulting from growth in the Companys interest earning
assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Interest Income and Expense.Interest income increased to $1,568,000 for the
three-month period ended September 30, 2002 from $962,000 for the three
months ended September 30, 2001. Interest on loans increased to
$1,276,000 due to an increase in the average loan portfolio balance in
2002 which was only partially offset by a decrease in the
weighted-average yield earned in 2002. Interest on securities increased
to $262,000 for the three-months ended September 30, 2002 compared to
$96,000 in 2001 due to a increase in the average portfolio balance which
was only partially offset by a decrease in the average yield earned in
2002. Interest on other interest-earning assets decreased from $64,000
for the three-months ended September 30, 2001 to $30,000 for the three
months ended September 30, 2002 due to a decrease in the average yield
earned and a decrease in the average balance in 2002.                                                                                                                                                              
|
| |  | Interest expense on deposits increased to $633,000 for the three-months
ended September 30, 2002 from $448,000 in 2001. The increase is due to an
increase in the average deposits in 2002 which was only partially offset by
a decrease in the weighted-average rate paid on deposits in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Interest expense on other borrowings increased to $44,000 for the
three-months ended September 30, 2002 from $2,000 in 2001. The increase is
due to an increase in the average other borrowings which was partially
offset by a decrease in the weighted-average rate paid on other borrowings
in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Provision for Loan Losses.The provision for loan losses is charged against
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon historical experience, the volume and type
of lending conducted by the Company, industry standards, the amount of
nonperforming loans, general economic conditions, particularly as they
relate to the Companys market areas, and other factors related to the
collectibility of the Companys loan portfolio. The provision for loan
losses was $146,000 for the three-month period ended September 30, 2002
compared to $33,000 for the same period in 2001. The increase in the
provision resulted from an increase in the loan portfolio. The allowance
for loan losses is $901,000 at September 30, 2002. While management
believes that its allowance for loan losses is adequate as of September
30, 2002, future adjustments to the Companys allowance for loan losses
may be necessary if economic conditions differ substantially from the
assumptions used in making the initial determination.
|
| |  | Noninterest Income.Noninterest income increased to $63,000 in 2002 from
$25,000 for the three- months ended September 30, 2001. The increase was
due to a increase in service charges and fees primarily due to the growth
in deposit accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Noninterest Expense.Total noninterest expense increased to $481,000 for the
three-months ended September 30, 2002 from $442,000 for the comparable
period ended September 30, 2001. The increase was due to the continued
growth of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Income Taxes.The income tax expense for the three-months ended September
30, 2002 was $125 (an effective rate of 38%) compared to an income tax
expense of $22,000 in 2001 (an effective rate of 35%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

14



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.

Comparison of the Nine-Month Periods Ended September 30, 2002 and 2001



| |  | General.Net earnings for the nine-months ended September 30, 2002 were
$402,000 or $.30 per basic and diluted share compared to net earnings of
$26,000 or $.02 per basic and diluted share for the same period in 2001.
The increase in earnings was primarily due to an increase in net
interest income resulting from growth in the Companys interest earning
assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Interest Income and Expense.Interest income increased to $4,223,000 for the
nine-month period ended September 30, 2002 from $2,576,000 for the nine
months ended September 30, 2001. Interest on loans increased to
$3,286,000 due to an increase in the average loan portfolio balance in
2002 which was only partially offset by a decrease in the
weighted-average yield earned in 2002. Interest on securities increased
to $853,000 for the nine-months ended September 30, 2002 compared to
$273,000 in 2001 due to an increase in the average portfolio balance
which was only partially offset by a decrease in the average yield
earned in 2002. Interest on other interest-earning assets decreased
from $168,000 for the nine-months ended September 30, 2001 to $84,000
for the nine-months ended September 30, 2002 due to a decrease in the
average yield earned which was only partially offset by an increase in
the average balance in 2002.                                                                                                                              
|
| |  | Interest expense on deposits increased to $1,780,000 for the nine-months
ended September 30, 2002 from $1,201,000 in 2001. The increase is due to
an increase in the average deposits in 2002 which was only partially offset
by a decrease in the weighted-average rate paid on deposits in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Interest expense on other borrowings increased to $134,000 for the
nine-months ended September 30, 2002 from $2,000 in 2001. The increase is
due to an increase in the average other borrowings which was partially
offset by a decrease in the weighted-average rate paid on other borrowings
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 $377,000 for the nine-month period ended September 30, 2002
compared to $104,000 for the same period in 2001. The increase in the
provision resulted from an increase in the loan portfolio. The allowance
for loan losses is $901,000 at September 30, 2002. While management
believes that its allowance for loan losses is adequate as of September
30, 2002, future adjustments to the Companys allowance for loan losses
may be necessary if economic conditions differ substantially from the
assumptions used in making the initial determination.
|
| |  | Noninterest Income.Noninterest income increased to $161,000 in 2002 from
$88,000 for the nine- months ended September 30, 2001. The increase was
due to a increase in service charges and fees primarily due to the growth
in deposit accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Noninterest Expense.Total noninterest expense increased to $1,445,000 for
the nine-months ended September 30, 2002 from $1,315,000 for the
comparable period ended September 30, 2001. The increase was due to the
continued growth of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Income Taxes.The income tax expense for the nine-months ended September 30,
2002 was $246,000 (an effective rate of 38%) compared to an income tax
benefit of $16,000 in 2001 (an effective rate of 38%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

15



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




Item 3. Controls and Procedures



|(a) |  | Evaluation of Disclosure Controls and Procedures.The Company maintains
controls and procedures designed to ensure that information required to be
disclosed in the reports that the Company files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of
this report, the Chief Executive and Chief Financial officers of the
Company concluded that the Companys disclosure controls and procedures
were adequate.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Changes in Internal Controls.The Company made no significant changes
in its internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation of those
controls by the Chief Executive and Chief Financial officers.                                                                                                                                                                                                                                                                                                                                                                                                  




PART II. OTHER INFORMATION




Item 1. Legal Proceedings

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

16



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##### Table of Contents



FLORIDA BUSINESS BANCGROUP, INC.




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits.The following exhibits are filed with or incorporated by
reference into this report. The exhibits which are marked by a single
asterisk (*) were previously filed as a part of the Companys Registration
Statement on Form SB-2, filed with the Securities and Exchange Commission on
September 30, 1998, Registration No. 333-65101; exhibits marked with four
asterisks (****) were previously filed in Amendment No. 3 to Registration
Statement on Form SB-2. The exhibits marked with five asterisks (*****)
were previously filed as part of the Companys Definitive Form 14-A, filed
with the Securities and Exchange Commission on March 13, 2000; and exhibits
marked with six asterisks (******) were previously filed as part of the
Companys Proxy Statement on Form 14-A, filed with the Securities and
Exchange Commission on March 16, 2001 and exhibits marked with seven
asterisks (*******) were previously filed as part of the companies March 31,
2002; and exhibits marked with eight asterisks (********) were
previously filed as part of the companies June 30, 2002 10-QSB, filed
with the Securities and Exchange Commission on August 8, 2002.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|            |  |                         |       |  |  |                                                                                                         
|----------- |  | ----------------------- | ----- |  |  | --------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits
|            |  |                        
|*           |  |                         | 3.1   |  |  | Articles of Incorporation of the Company                                                                
|*           |  |                         | 3.2   |  |  | By-laws of the Company                                                                                  
|*           |  |                         | 4.1   |  |  | Specimen Common Stock Certificate                                                                       
|*           |  |                         | 4.4   |  |  | Warrant Plan                                                                                            
|******      |  |                         | 4.5   |  |  | Amended and Restated Warrant Plan and Specimen Warrant Certificate                                      
|*           |  |                         | 10.3  |  |  | Servicing Agreement with M&I Data Services                                                              
|****        |  |                         | 10.4  |  |  | Lease Agreement for Permanent Office                                                                    
|*****       |  |                         | 10.5  |  |  | 2000 Key Employee Stock Compensation Program                                                            
|*****       |  |                         | 10.6  |  |  | 2000 Directors Stock Option Plan                                                                       
|*******     |  |                         | 10.7  |  |  | Supplemental Executive Retirement Plan                                                                  
|********    |  |                         | 10.8  |  |  | Supplemental Executive Retirement Plan Participation Agreement with Gregory W. Bryant                   
|********    |  |                         | 10.9  |  |  | Supplemental Executive Retirement Plan Participation Agreement with Marti J. Warren                     
|*******     |  |                         | 10.10 |  |  | Endorsement Split Dollar Insurance Agreement with Gregory W. Bryant                                     
|*******     |  |                         | 10.11 |  |  | Endorsement Split Dollar Plan Beneficiary Designation and Limited Assignment of Rights Gregory W. Bryant
|*******     |  |                         | 10.12 |  |  | Endorsement Split Dollar Insurance Agreement with Marti J. Warren                                       
|*******     |  |                         | 10.13 |  |  | Endorsement Split Dollar Plan Beneficiary Designation and Limited Assignment of Rights Marti J. Warren  
|*******     |  |                         | 10.14 |  |  | Directors Written Consent to Action                                                                    
|******      |  |                         | 99    |  |  | Charter of the Audit Committee                                                                          
|            |  |                         | 99.1  |  |  | CEO Certifications required under Section 906 of Sarbanes-Oxley Act of 2002                             
|            |  |                         | 99.2  |  |  | CFO Certifications required under Section 906 of Sarbanes-Oxley Act of 2002                             



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

17



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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 31, 2002 |  | By:                                           |  | /s/ A. Bronson ThayerA. Bronson Thayer, Chairman and
Chief Executive Officer
|                      
|                       |  |                                               |  |                                                                             
|                      
|Date: October 31, 2002 |  | By:                                           |  | /s/ Marti J. WarrenMarti J. Warren, Principal Financial Officer             

18



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##### Table of Contents






CERTIFICATIONS

I, A. Bronson Thayer, certify, that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Florida
Business BancGroup, Inc.;                                                                                                                                                                                                                                    
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, the quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;                  
|  
|4. |  | The registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



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



| | (a) |  | all significant deficiencies in the design or
operation of the internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                            



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

|                       |  |     |  |                                                                             
|---------------------- |  | --- |  | ----------------------------------------------------------------------------
|Date: October 31, 2002 |  | By: |  | /s/ A. Bronson ThayerA. Bronson Thayer, Chairman and Chief
Executive Officer

19



---



##### Table of Contents



I, Marti J. Warren, certify, that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Florida
Business BancGroup, Inc.;                                                                                                                                                                                                                                    
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, the quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;                  
|  
|4. |  | The registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;                                                                                                                        



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



| | (a) |  | all significant deficiencies in the design or
operation of the internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                            



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

|                       |  |     |  |                                                                
|---------------------- |  | --- |  | ---------------------------------------------------------------
|Date: October 31, 2002 |  | By: |  | /s/ Marti J. WarrenMarti J. Warren, Principal Financial Officer

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