##### 



================================================================================

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 March 31, 2002

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

For the transition period from _________ to _________

Commission file number 333-65101

FLORIDA BUSINESS BANCGROUP, INC.

---

(Exact Name of Small Business Issuer as Specified in Its Charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 59-3517595                          
|                                                               |  |                                     
|(State or Other Jurisdiction
of Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

|                                                        |  |           
|------------------------------------------------------- |  | ----------
|2202 North
Westshore Boulevard, Suite 150Tampa, Florida |  | 33607     
|                                                        |  |           
|(Address of
Principal Executive Offices)                |  | (Zip Code)

(813) 281-0009

---

(Registrants Telephone Number, Including Area Code)


N/A

---

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


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

YES [X]   NO [   ]

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

|                                       |  |                              
|-------------------------------------- |  | -----------------------------
|Common Stock, Par Value $.01 Per Share |  | 1,320,700 shares             
|                                       |  |                              
|(Class)                                |  | Outstanding at March 31, 2002

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

================================================================================



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##### 



FLORIDA BUSINESS BANCGROUP, INC.

INDEX

|                              |                                                                                               |                                                                                                          |    |       |     | 
|----------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | -- | ----- | --- | 
|                              |                                                                                               |                                                                                                          |    | Page 
|                              |                                                                                               |                                                                                                          |    |      
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                          |    |      
|                             
|                             
|                             
|                             
|                             
|                              | Item 1. Financial Statements                                                                  |                                                                                                          |    |       |    
|                             
|                             
|                             
|                             
|                             
|                              |                                                                                               | Condensed Consolidated Balance Sheets -
At March 31, 2002 (Unaudited) and December 31, 2001              |    |       | 3   | 
|                             
|                             
|                             
|                             
|                             
|                              |                                                                                               | Condensed Consolidated Statements of Operations (Unaudited) -
Three Months ended March 31, 2002 and 2001 |    |       | 4   | 
|                             
|                             
|                             
|                             
|                             
|                              |                                                                                               | Condensed Consolidated Statement of Stockholders Equity (Unaudited) -
Three Months ended March 31, 2002 |    |       | 5   | 
|                             
|                             
|                             
|                             
|                             
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows (Unaudited) -
Three Months ended March 31, 2002 and 2001 |    |       | 6   | 
|                             
|                             
|                             
|                             
|                             
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements (Unaudited)                                         |    |       | 7-8 | 
|                             
|                             
|                             
|                             
|                             
|                              |                                                                                               | Review By Independent Certified Public Accountants                                                       |    |       | 9   | 
|                             
|                             
|                             
|                             
|                             
|                              |                                                                                               | Report on Review by Independent Certified Public Accountants                                             |    |       | 10  | 
|                             
|                             
|                             
|                             
|                             
|                              | Item 2.
Managements Discussion and Analysis of Financial Condition
and
Results of Operations |                                                                                                          |    | 11-14 |    
|                             
|                             
|                             
|                             
|                             
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                                          |    |      
|                             
|                             
|                             
|                             
|                             
|                              | Item 1. Legal Proceedings                                                                     |                                                                                                          |    | 15    |    
|                             
|                             
|                             
|                             
|                             
|                              | Item 6. Exhibits and Reports On Form 8-K                                                      |                                                                                                          |    | 15    |    
|                             
|                             
|                             
|                             
|                             
|SIGNATURES                    |                                                                                               |                                                                                                          | 16 |      

2



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##### 



FLORIDA BUSINESS BANCGROUP, INC.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |              |   |   |        | 
|------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------- | ---------------- | -------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | - | ----------- | ------ | ------------ | - | - | ------ | 
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   | March 31,   |        | December 31,
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   | 2002        |        | 2001        
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   | (Unaudited) |        |              |   |  
|                                                                         | Assets                                                                                             |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Cash and due from banks                                                  |                                                                                                    | $                | 2,545                                                                                                                      |                                            |   |             | 3,401  |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Federal funds sold and securities sold under agreements to repurchase    |                                                                                                    |                  | 7,228                                                                                                                      |                                            |   |             | 8,079  |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Interest-bearing deposits in banks                                       |                                                                                                    |                  | 1,000                                                                                                                      |                                            |   |             | 999    |             
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                         |                                                                                                    |                  |                                                                                                                            | Total cash and cash equivalents            |   |             | 10,773 |              |   |   | 12,479 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Securities available for sale                                            |                                                                                                    |                  | 19,450                                                                                                                     |                                            |   |             | 20,420 |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Loans, net of allowance for loan losses of $647 in 2002 and $524 in 2001 |                                                                                                    |                  | 51,962                                                                                                                     |                                            |   |             | 45,181 |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Federal Home Loan Bank stock                                             |                                                                                                    |                  | 240                                                                                                                        |                                            |   |             | 240    |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Premises and equipment, net                                              |                                                                                                    |                  | 388                                                                                                                        |                                            |   |             | 426    |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Deferred income taxes                                                    |                                                                                                    |                  | 563                                                                                                                        |                                            |   |             | 493    |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Accrued interest receivable                                              |                                                                                                    |                  | 500                                                                                                                        |                                            |   |             | 360    |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Other assets                                                             |                                                                                                    |                  | 1,003                                                                                                                      |                                            |   |             | 927    |             
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                         |                                                                                                    |                  |                                                                                                                            | Total assets                               |   | $           | 84,879 |              |   |   | 80,526 | 
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                         | Liabilities and Stockholders Equity                                                               |                  |                                                                                                                            |                                            |   |             |        |              |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Liabilities:                                                             |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Noninterest-bearing demand deposits                                                                |                  |                                                                                                                            | 6,965                                      |   |             |        | 5,752        |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Savings and NOW deposits                                                                           |                  |                                                                                                                            | 2,877                                      |   |             |        | 2,801        |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Money-market deposits                                                                              |                  |                                                                                                                            | 13,326                                     |   |             |        | 13,546       |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Time deposits                                                                                      |                  |                                                                                                                            | 45,102                                     |   |             |        | 36,179       |  
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                         |                                                                                                    |                  |                                                                                                                            | Total deposits                             |   |             | 68,270 |              |   |   | 58,278 | 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Federal Home Loan Bank advance                                                                     |                  |                                                                                                                            | 4,000                                      |   |             |        | 4,800        |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Other borrowing                                                                                    |                  |                                                                                                                            |                                           |   |             |        | 4,750        |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Official checks                                                                                    |                  |                                                                                                                            | 211                                        |   |             |        | 216          |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Other liabilities                                                                                  |                  |                                                                                                                            | 194                                        |   |             |        | 158          |  
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                         |                                                                                                    |                  |                                                                                                                            | Total liabilities                          |   |             | 72,675 |              |   |   | 68,202 | 
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|Stockholders equity:                                                    |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         |                                                                                                    | Preferred stock: |                                                                                                                            |                                            |   |             |        |              |   |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         |                                                                                                    |                  | Designated Series A, $.01 par value, redeemable at $100 per
share, 10,000 shares so designated, none issued or outstanding |                                            |   |            |        |              |   |  |       
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         |                                                                                                    |                  | Nondesignated, no par value, 1,999,100 shares authorized,
none issued or outstanding                                       |                                            |   |            |        |              |   |  |       
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Common stock, $.01 par value 10,000,000 shares authorized;
1,320,700 shares issued and outstanding |                  |                                                                                                                            | 13                                         |   |             |        | 13           |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Additional paid-in capital                                                                         |                  |                                                                                                                            | 13,131                                     |   |             |        | 13,131       |  
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Accumulated deficit                                                                                |                  |                                                                                                                            | (804                                       | ) |             |        | (864         | )
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|                                                                         | Accumulated other comprehensive (loss) income                                                      |                  |                                                                                                                            | (136                                       | ) |             |        | 44           |  
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                         |                                                                                                    |                  |                                                                                                                            | Total stockholders equity                 |   |             | 12,204 |              |   |   | 12,324 | 
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             
|                                                                         |                                                                                                    |                  |                                                                                                                            | Total liabilities and stockholders equity |   | $           | 84,879 |              |   |   | 80,526 | 
|                                                                         |                                                                                                    |                  |                                                                                                                            |                                            |   |             |        |             

See Accompanying Notes to Condensed Consolidated Financial Statements.

3



---



##### 



FLORIDA BUSINESS BANCGROUP, INC.

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

|                                                     |                                               |                            |                                                     |                                             |     |                    |           |      |     |     |      |  
|---------------------------------------------------- | --------------------------------------------- | -------------------------- | --------------------------------------------------- | ------------------------------------------- | --- | ------------------ | --------- | ---- | --- | --- | ---- | -
|                                                     |                                               |                            |                                                     |                                             |     | Three Months Ended
|                                                     |                                               |                            |                                                     |                                             |     | March 31,         
|                                                     |                                               |                            |                                                     |                                             |     |                   
|                                                     |                                               |                            |                                                     |                                             |     | 2002               |           | 2001
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|Interest income:                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Loans                                         |                            | $                                                   | 930                                         |     |                    |           | 631  |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Securities                                    |                            |                                                     | 287                                         |     |                    |           | 88   |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Other                                         |                            |                                                     | 32                                          |     |                    |           | 41   |    
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                     |                                               |                            |                                                     | Total interest income                       |     |                    | 1,249     |      |     |     | 760  |  
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|Interest expense:                                    |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Deposits                                      |                            |                                                     | 568                                         |     |                    |           | 339  |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Other borrowings                              |                            |                                                     | 47                                          |     |                    |           |     |    
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                     |                                               |                            |                                                     | Total interest expense                      |     |                    | 615       |      |     |     | 339  |  
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                     |                                               |                            |                                                     | Net interest income                         |     |                    | 634       |      |     |     | 421  |  
|                                                    
|                                                    
|                                                    
|                                                    
|Provision for loan losses                            |                                               |                            | 123                                                 |                                             |     |                    | 46        |     
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                     |                                               |                            | Net interest income after provision for loan losses |                                             |     | 511                |           |      |     | 375 |     
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|Noninterest income:                                  |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Service charges and fees                      |                            |                                                     | 30                                          |     |                    |           | 23   |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Gain on sale of available for sale securities |                            |                                                     | 11                                          |     |                    |           |     |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Other                                         |                            |                                                     | 10                                          |     |                    |           | 1    |    
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                     |                                               | Total noninterest income   |                                                     |                                             | 51  |                    |           |      | 24  |    
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|Total noninterest expenses:                          |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Compensation and benefits                     |                            |                                                     | 191                                         |     |                    |           | 180  |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Occupancy and equipment                       |                            |                                                     | 105                                         |     |                    |           | 105  |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Other expenses                                |                            |                                                     | 64                                          |     |                    |           | 46   |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Data processing                               |                            |                                                     | 50                                          |     |                    |           | 56   |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Courier expense                               |                            |                                                     | 26                                          |     |                    |           | 18   |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Professional fees                             |                            |                                                     | 17                                          |     |                    |           | 23   |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Advertising                                   |                            |                                                     | 10                                          |     |                    |           | 10   |    
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                     |                                               | Total noninterest expenses |                                                     |                                             | 463 |                    |           |      | 438 |    
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|Earnings (loss) before income taxes (benefit)        |                                               |                            | 99                                                  |                                             |     |                    | (39       | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                               | Income taxes (benefit)     |                                                     |                                             | 39  |                    |           |      | (14 | )  
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|Net earnings (loss)                                  |                                               | $                          | 60                                                  |                                             |     |                    | (25       | )   
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|                                                     |                                               |                            |                                                     | Basic and diluted earnings (loss) per share |     | $                  | .05       |      |     |     | (.02 | )
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|Weighted-average number of common shares outstanding |                                               |                            | 1,320,700                                           |                                             |     |                    | 1,320,700 |     
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     
|Dividends per share                                  |                                               |                            |                                                    |                                             |     |                    |          |     
|                                                     |                                               |                            |                                                     |                                             |     |                    |           |     

See Accompanying Notes to Condensed Consolidated Financial Statements.

4



---



##### 



FLORIDA BUSINESS BANCGROUP, INC.

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

Three Months Ended March 31, 2002

|                                      |                                                                                             |  |              |   |            |   |             |   |         |  |               |   |        |  |      |    |             |  |       |      |   |  |        |      |  
|------------------------------------- | ------------------------------------------------------------------------------------------- |  | ------------ | - | ---------- | - | ----------- | - | ------- |  | ------------- | - | ------ |  | ---- | -- | ----------- |  | ----- | ---- | - |  | ------ | ---- | -
|                                      |                                                                                             |  |              |   |            |   |             |   |         |  |               |   |        |  |      |    | Accumulated |  |      
|                                      |                                                                                             |  |              |   |            |   |             |   |         |  |               |   |        |  |      |    |             |  | Other |      |   |  |       
|                                      |                                                                                             |  | Common Stock |   | Additional |   |             |   |         |  | Compre-       |   | Total 
|                                      |                                                                                             |  |              |   | Paid-in    |   | Accumulated |   | hensive |  | Stockholders'
|                                      |                                                                                             |  | Shares       |   | Amount     |   | Capital     |   | Deficit |  | Income        |   | Equity
|                                      |                                                                                             |  |              |   |            |   |             |   |         |  |               |   |       
|Balance at December 31, 2001          |                                                                                             |  | 1,320,700    |   |            | $ | 13          |   |         |  | 13,131        |   |        |  | (864 | )  |             |  | 44    |      |   |  | 12,324 |     
|                                     
|                                     
|                                     
|                                     
|Comprehensive income (loss):          |                                                                                             |  |              |   |            |   |             |   |         |  |               |   |        |  |      |    |             |  |       |      |   |  |        |     
|                                     
|                                     
|                                     
|                                     
|                                      | Net earnings for the three months ended
March 31, 2002 (unaudited)                          |  |              |  |            |   |             |  |         |  |               |  |        |  |      | 60 |             |  |       |     |   |  |        | 60   |  
|                                     
|                                     
|                                     
|                                     
|                                      | Net change in unrealized loss on securities
available for sale, net tax of $109
(unaudited) |  |              |  |            |   |             |  |         |  |               |  |        |  |      |   |             |  |       | (180 | ) |  |        | (180 | )
|                                     
|                                     
|                                     
|                                     
|                                      | Comprehensive income (loss) (unaudited)                                                     |  |              |  |            |   |             |  |         |  |               |  |        |  |      |   |             |  |       |     |   |  |        | (120 | )
|                                      |                                                                                             |  |              |   |            |   |             |   |         |  |               |   |        |  |      |    |             |  |       |      |   |  |        |     
|Balance at March 31, 2002 (unaudited) |                                                                                             |  | 1,320,700    |   |            | $ | 13          |   |         |  | 13,131        |   |        |  | (804 | )  |             |  | (136  | )    |   |  | 12,204 |     
|                                      |                                                                                             |  |              |   |            |   |             |   |         |  |               |   |        |  |      |    |             |  |       |      |   |  |        |     

See Accompanying Notes to Condensed Consolidated Financial Statements.

5



---



##### 



FLORIDA BUSINESS BANCGROUP, INC.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |      |        |      |        |  
|---------------------------------------------------- | ------------------------------ | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------- | --------------------------------------------------- | ------ | --------------- | ------ | ---- | ------ | ---- | ------ | -
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        | Three Months   
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        | Ended March 31,
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        | 2002            |        | 2001
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|Cash flows from operating activities:                |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Net earnings (loss)                                                                              |                                                                     | $                                                   | 60     |                 |        |      | (25    | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Adjustments to reconcile net earnings (loss) to cash provided by (used in)
operating activities: |                                                                     |                                                     |        |                 |        |      |        |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Depreciation                                                        |                                                     |        | 38              |        |      |        | 42   |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Provision for loan losses                                           |                                                     |        | 123             |        |      |        | 46   |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Deferred income taxes (benefit)                                     |                                                     |        | 39              |        |      |        | (14  | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Amortization of loan fees, premiums and discounts                   |                                                     |        | 58              |        |      |        | (13  | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Gain on sale of securities available for sale                       |                                                     |        | (11             | )      |      |        |     |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Increase in accrued interest receivable and other assets            |                                                     |        | (216            | )      |      |        | (45  | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Net decrease in official checks                                     |                                                     |        | (5              | )      |      |        | (222 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Increase (decrease) in other liabilities                            |                                                     |        | 36              |        |      |        | (137 | )     
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                     |                                |                                                                                                  |                                                                     | Net cash provided by (used in) operating activities |        |                 | 122    |      |        |      | (368   | )
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|Cash flows from investing activities:                |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Purchase of securities available for sale                                                        |                                                                     |                                                     | (5,478 | )               |        |      | (719   | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Proceeds from sales and calls of securities available for sale                                   |                                                                     |                                                     | 5,917  |                 |        |      | 300    |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Principal pay-downs on securities available for sale                                             |                                                                     |                                                     | 253    |                 |        |      | 55     |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Net increase in loans                                                                            |                                                                     |                                                     | (6,962 | )               |        |      | (3,331 | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Purchase of Federal Home Loan Bank stock                                                         |                                                                     |                                                     |       |                 |        |      | (4     | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Purchase of premises and equipment                                                               |                                                                     |                                                     |       |                 |        |      | (3     | )   
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                     |                                |                                                                                                  |                                                                     | Net cash used in investing activities               |        |                 | (6,270 | )    |        |      | (3,702 | )
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|Cash flows from financing activities:                |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Net increase in deposits                                                                         |                                                                     |                                                     | 9,992  |                 |        |      | 8,232  |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Net decrease in other borrowings                                                                 |                                                                     |                                                     | (4,750 | )               |        |      |       |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                | Net decrease in Federal Home Loan Bank advance                                                   |                                                                     |                                                     | (800   | )               |        |      |       |     
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                     |                                |                                                                                                  |                                                                     | Net cash provided by financing activities           |        |                 | 4,442  |      |        |      | 8,232  |  
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|Net (decrease) increase in cash and cash equivalents |                                |                                                                                                  | (1,706                                                              | )                                                   |        |                 | 4,162  |     
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at beginning of period     |                                |                                                                                                  | 12,479                                                              |                                                     |        |                 | 1,588  |     
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|Cash and cash equivalents at end of period           |                                | $                                                                                                | 10,773                                                              |                                                     |        |                 | 5,750  |     
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|Supplemental disclosure of cash flow information:    |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Cash paid during the year for: |                                                                                                  |                                                                     |                                                     |        |                 |        |      |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Interest                                                            |                                                     | $      | 606             |        |      |        | 325  |       
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                     |                                |                                                                                                  | Income taxes                                                        |                                                     | $      |                |        |      |        |     |       
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     
|                                                     |                                | Noncash items:                                                                                   |                                                                     |                                                     |        |                 |        |      |        |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                |                                                                                                  | Change in accumulated other comprehensive (loss) income, net of tax |                                                     | $      | (180            | )      |      |        | 31   |       
|                                                     |                                |                                                                                                  |                                                                     |                                                     |        |                 |        |     

See Accompanying Notes to Condensed Consolidated Financial Statements.

6



---



##### 



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 financial statements contain all adjustments (consisting
principally of normal recurring accruals) necessary to present fairly the
financial position at March 31, 2002, the results of operations and cash flows
for the three-month periods ended March 31, 2002 and 2001. The results of
operations for the three months ended March 31, 2002, are not necessarily
indicative of the results to be expected for the year ending December 31, 2002.

(2) Loan Impairment and Losses

At March 31, 2002 and 2001 management had not identified any impaired loans. The
activity in the allowance for loan losses is as follows (in thousands):

|                               |  |           |     |      |  |  |     | 
|------------------------------ |  | --------- | --- | ---- |  |  | --- | 
|                               |  | March 31,
|                               |  |          
|                               |  | 2002      |     | 2001
|                               |  |           |     |     
|Balance at beginning of period |  | $         | 524 |      |  |  | 387 | 
|                              
|                              
|                              
|                              
|Provision for loan losses      |  |           | 123 |      |  |  | 46  | 
|                               |  |           |     |      |  |  |     | 
|Balance at end of period       |  | $         | 647 |      |  |  | 433 | 
|                               |  |           |     |      |  |  |     | 

(3) Loss Per Share

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

7



---



##### 



FLORIDA BUSINESS BANCGROUP, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(4) Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by
various regulatory banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Companys financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines that involve quantitative measures of the
Banks assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Banks capital amounts and
classification are also subject to qualitative judgements by the regulators
about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and percentages (set forth in the
table below) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined). Management believes, at March 31, 2002, that the Bank meets
all capital adequacy requirements to which it is subject.

As of March 31, 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).

|                   |                                          |  |        |       |   |  |                   |       |                   |  |            |       |   |  |                   |      |   |  |   |       |  |  |  |       |  
|------------------ | ---------------------------------------- |  | ------ | ----- | - |  | ----------------- | ----- | ----------------- |  | ---------- | ----- | - |  | ----------------- | ---- | - |  | - | ----- |  |  |  | ----- | -
|                   |                                          |  |        |       |   |  |                   |       |                   |  |            |       |   |  | Capitalized Under |      |   |  |  
|                   |                                          |  |        |       |   |  | Minimum           |       | For Capital       |  | to Be Well
|                   |                                          |  |        |       |   |  | Adequacy Purposes |       | Action Provisions |  | Prompt    
|                   |                                          |  | Actual |       |   |  |                   |       | Corrective       
|                   |                                          |  | Amount |       | % |  | Amount            |       | %                 |  | Amount     |       | %
|                   |                                          |  |        |       |   |  |                   |       |                   |  |            |       |  
|At
March 31, 2002: |                                          |  |        |       |   |  |                   |       |                   |  |            |       |   |  |                   |      |   |  |   |       |  |  |  |      
|                  
|                  
|                  
|                  
|                   | Total
capital (to Risk-Weighted Assets)  |  | $      | 7,787 |   |  |                   | 12.73 | %                 |  | $          | 4,896 |   |  |                   | 8.00 | % |  | $ | 6,119 |  |  |  | 10.00 | %
|                  
|                  
|                  
|                  
|                   | Tier
I Capital (to Risk-Weighted Assets) |  |        | 7,140 |   |  |                   | 11.67 |                   |  |            | 2,448 |   |  |                   | 4.00 |   |  |   | 3,672 |  |  |  | 6.00  |  
|                  
|                  
|                  
|                  
|                   | Tier I Capital
(to Average Assets)       |  |        | 7,140 |   |  |                   | 8.66  |                   |  |            | 3,326 |   |  |                   | 4.00 |   |  |   | 4,157 |  |  |  | 5.00  |  

8



---



##### 



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 March 31,
2002, and for the three-month periods ended March 31, 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.

9



---



##### 



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 March 31, 2002, and
the related condensed consolidated statements of operations and cash flows for
the three-month periods ended March 31, 2002 and 2001, and the condensed
consolidated statement of stockholders equity for the three-month period ended
March 31, 2002. These financial statements are the responsibility of the
Companys management.

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

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

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

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

10



---



##### 



FLORIDA BUSINESS BANCGROUP, INC.

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

Comparison of March 31, 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 three months ended March 31, 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 March 31, 2002, the Company had commitments to originate loans
and unfunded lines of credit totaling $15.6 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 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 March 31, 2002, the Bank had
liquidity of approximately $25 million, or approximately 35% of total deposits.

Management believes the Bank was in compliance with all minimum capital
requirements which it was subject to at March 31, 2002. See note 4 to the
condensed consolidated financial statements.

11



---



##### 



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:

|                                                                                                |  |              |       |              |  |           |       |              |  |  |       |   
|----------------------------------------------------------------------------------------------- |  | ------------ | ----- | ------------ |  | --------- | ----- | ------------ |  |  | ----- | --
|                                                                                                |  | Three Months |       |              |  |           |       | Three Months
|                                                                                                |  | Ended        |       | Year Ended   |  | Ended    
|                                                                                                |  | March 31,    |       | December 31, |  | March 31,
|                                                                                                |  | 2002         |       | 2001         |  | 2001     
|                                                                                                |  |              |       |              |  |          
|Average equity as a percentage
of average assets                                                |  |              | 14.73 | %            |  |           | 23.89 | %            |  |  | 32.06 | % 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Equity to total assets at end of period                                                         |  |              | 14.38 | %            |  |           | 15.30 | %            |  |  | 29.28 | % 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Return on average assets (1)                                                                    |  |              | .29   | %            |  |           | .17   | %            |  |  | (.26  | )%
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Return on average equity (1)                                                                    |  |              | 1.94  | %            |  |           | .70   | %            |  |  | (.82  | )%
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Noninterest expenses to average assets (1)                                                      |  |              | 2.20  | %            |  |           | 3.40  | %            |  |  | 4.60  | % 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Nonperforming loans and foreclosed real estate as
a percentage of total assets at end of period |  |              |      | %            |  |           |      | %            |  |  |      | % 



---

|(1) |  | Annualized for the three months ended March 31.
|--- |  | -----------------------------------------------

(continued)

12



---



##### 



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 March 31, |      |        |        |                        |        |         |     |    
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |    
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     | 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                                       |                                    | $                                          | 49,900 |         |        |           | 930 |          |       |         | 7.45 | %                            |      | $      | 27,342 |                        |        |         | 631 |     |     |      | 9.23 | %   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Securities                                  |                                    |                                            | 21,045 |         |        |           | 287 |          |       |         | 5.45 | %                            |      |        | 5,241  |                        |        |         | 88  |     |     |      | 6.72 |     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Other interest-earning assets (1)           |                                    |                                            | 8,214  |         |        |           | 32  |          |       |         | 1.56 |                              |      |        | 3,055  |                        |        |         | 41  |     |     |      | 5.37 |     
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 |                                             |                                    | Total interest-earning assets              |        |         | 79,159 |           |     |          | 1,249 |         |      |                              | 6.31 |        |        |                        | 35,638 |         |     |     | 760 |      |      |      | 8.53 | 
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|Noninterest-earning assets                                                       |                                             |                                    | 4,991                                      |        |         |        |           |     |          |       |         |      |                              |      | 2,453  |        |                        |        |         |     |     |     |      |     
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|                                                                                 |                                             |                                    | Total assets                               |        | $       | 84,150 |           |     |          |       |         |      |                              |      |        |        | $                      | 38,091 |         |     |     |     |      |      |      |      | 
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|Interest-bearing liabilities:                                                    |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Savings, NOW, money-market
deposit accounts |                                    |                                            | 15,039 |         |        |           | 72  |          |       |         | 1.92 |                              |      |        | 5,609  |                        |        |         | 55  |     |     |      | 3.98 |     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Time deposits                               |                                    |                                            | 42,693 |         |        |           | 496 |          |       |         | 4.65 |                              |      |        | 17,560 |                        |        |         | 284 |     |     |      | 6.56 |     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | Other borrowings                            |                                    |                                            | 8,144  |         |        |           | 47  |          |       |         | 2.31 |                              |      |        |       |                        |        |         |    |     |     |      |     |     
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|                                                                                 |                                             | Total interest-bearing liabilities |                                            |        | 65,876  |        |           |     | 615      |       |         |      | 3.73                         |      |        |        | 23,169                 |        |         |     | 339 |     |      |      | 5.93 |     
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|Noninterest-bearing liabilities                                                  |                                             |                                    | 5,879                                      |        |         |        |           |     |          |       |         |      |                              |      | 2,712  |        |                        |        |         |     |     |     |      |     
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Stockholders equity                                                             |                                             |                                    | 12,395                                     |        |         |        |           |     |          |       |         |      |                              |      | 12,210 |        |                        |        |         |     |     |     |      |     
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|                                                                                 |                                             |                                    | Total liabilities and
stockholders equity |        | $       | 84,150 |           |     |          |       |         |      |                              |      |        |        | $                      | 38,091 |         |     |     |     |      |      |      |      | 
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|Net interest income                                                              |                                             |                                    |                                            |        |         | $      | 634       |     |          |       |         |      |                              |      |        |        |                        | $      | 421     |     |     |     |      |     
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|Interest-rate spread (2)                                                         |                                             |                                    |                                            |        |         |        |           |     |          |       | 2.58    | %    |                              |      |        |        |                        |        |         |     |     |     | 2.60 | %   
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|Net interest margin (3)                                                          |                                             |                                    |                                            |        |         |        |           |     |          |       | 3.20    | %    |                              |      |        |        |                        |        |         |     |     |     | 4.73 | %   
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     
|Ratio of average interest-earning assets to
average interest-bearing liabilities |                                             |                                    | 1.20                                       |        |         |        |           |     |          |       |         |      |                              |      | 1.54   |        |                        |        |         |     |     |     |      |     
|                                                                                 |                                             |                                    |                                            |        |         |        |           |     |          |       |         |      |                              |      |        |        |                        |        |         |     |     |     |      |     



---

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

13



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##### 



FLORIDA BUSINESS BANCGROUP, INC.

Comparison of the Three-month Periods Ended March 31, 2002 and 2001

General. Net earnings for the three-months ended March 31, 2002 were $60,000 or
$.05 per basic and diluted share compared to a net loss of $25,000 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 $1,249,000 for the
three-month period ended March 31, 2002 from $760,000 for the three months ended
March 31, 2001. Interest on loans increased to $930,000 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 $287,000 for the three months ended March 31, 2002 compared to
$88,000 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 $41,000 for the three
months ended March 31, 2001 to $32,000 for the three months ended March 31, 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 $568,000 for the three months ended
March 31, 2002 from $339,000 in 2001. The increase is due to an increase in the
average deposits in 2002 which was only partially offset by a decrease in the
weighted-average rate paid on deposits in 2002.

Provision for Loan Losses. The provision for loan losses is charged against
earnings to bring the total allowance to a level deemed appropriate by
management and is based upon historical experience, the volume and type of
lending conducted by the Company, industry standards, the amount of
nonperforming loans, general economic conditions, particularly as they relate to
the Companys market areas, and other factors related to the collectibility of
the Companys loan portfolio. The provision for loan losses was $123,000 for the
three-month period ended March 31, 2002 compared to $46,000 for the same period
in 2001. The allowance for loan losses is $647,000 at March 31, 2002. While
management believes that its allowance for loan losses is adequate as of March
31, 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 $51,000 in 2002 from $24,000
for the three months ended March 31, 2001. The increase was due to a increase in
service charges and fees primarily due to the growth in deposit accounts and a
$11,000 gain from the sale of available for sale securities.

Noninterest Expense. Total noninterest expense increased to $463,000 for the
three months ended March 31, 2002 from $439,000 for the comparable period ended
March 31, 2001. The increase was due to the continued growth of the Company.

Income Taxes. The income tax expense for the three months ended March 31, 2002
was $39,000 (an effective rate of 39.4%) compared to an income tax benefit of
$14,000 in 2001 (an effective rate of 35.4%).

14



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##### 



FLORIDA BUSINESS BANCGROUP, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Registrant has no pending legal proceedings as of March 31, 2002.

Item 6. Exhibits and Reports On Form 8-K

(a)  Exhibits. The following exhibits are filed with or incorporated by reference
into this report. The exhibits which are marked by a single asterisk (*) were
previously filed as a part of the Companys Registration Statement on Form SB-2,
filed with the Securities and Exchange Commission on September 30, 1998,
Registration No. 333-65101; exhibits marked by a double asterisk (**) were
previously filed in Amendment No. 1 to Registration Statement on Form SB-2;
exhibits marked with a triple asterisk (***) were previously filed in Amendment
No. 2 to Registration Statement on Form SB-2; and the exhibits marked with four
asterisks (****) were previously filed in Amendment No. 3 to Registration
Statement on Form SB-2. The exhibits marked with five asterisks (*****) were
previously filed as part of the Companys Definitive Form 14-A, filed with the
Securities and Exchange Commission on March 13, 2000; 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.

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

(b)  Reports on Form 8-K. Registrant filed no Form 8-K during the three months
ended March 31, 2002.

15



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##### 



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: May 9, 2002 |  | By: /s/ A. Bronson Thayer                              
|                  |  |                                                        
|                  |  | A. Bronson Thayer, Chairman and
Chief Executive Officer
|                 
|                 
|                 
|                 
|                 
|Date: May 9, 2002 |  | By: /s/ Marti J. Warren                                
|                  |  |                                                        
|                  |  | Marti J. Warren, Principal Financial Officer           

16