SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  Annual report  pursuant to section 13 or 15 (d) of the Securities  Exchange
     Act of 1934 For the fiscal year ended December 31, 2002

                                      -OR-

[ ]  Transition  report  pursuant  to  section  13 or  15(d)  of the  Securities
     Exchange  Act of  1934  For  the  transition  period  from  ___________  to
     _____________.

                         Commission File Number: 0-24037
                                                 -------

                       First Kansas Financial Corporation
                 ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


            Kansas                                               48-1198888
-------------------------------                              -------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


600 Main Street, Osawatomie, Kansas                                      66064
---------------------------------------                               ----------
(Address of Principal Executive Offices)                              (Zip Code)

Issuer's Telephone Number, Including Area Code:  (913) 755-3033
                                                 --------------

Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----
Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 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   .
                                                                      ---   ---

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year: $9.6 million

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant,  based on the average  bid and asked price of the  registrant's
Common Stock on March 6, 2003, was $10.5 million.

     As of  March  10,  2003,  there  were  908,245  outstanding  shares  of the
registrant's Common Stock.

     Transitional Small Business Disclosure Format (check one): YES    NO X .
                                                                   ---   ---

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year ended
     December 31, 2002. (Part II)
2.   Portions  of  the  Proxy   Statement   for  the  2003  Annual   Meeting  of
     Stockholders. (Part III)


<PAGE>

                                     PART I


Forward-Looking Statements

     First Kansas  Financial  Corporation  (the "Company") may from time to time
make  written  or  oral  "forward-looking   statements",   including  statements
contained in the Company's  filings with the Securities and Exchange  Commission
(including this Annual Report on Form 10-KSB and the exhibits  thereto),  in its
reports to stockholders and in other  communications  by the Company,  which are
made in good faith by the Company  pursuant to the "safe  harbor"  provisions of
the Private Securities Litigation Reform Act of 1995.

     These forward-looking  statements involve risks and uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in  monetary  and fiscal  policies  and
laws,  including interest rate policies of the Board of Governors of the Federal
Reserve System, inflation, interest rates, market and monetary fluctuations; the
timely development of and acceptance of new products and services of the Company
and the  perceived  overall  value of these  products  and  services  by  users,
including the features, pricing and quality as compared to competitors' products
and services;  the impact of changes in financial services' laws and regulations
(including  laws   concerning   taxes,   banking,   securities  and  insurance);
technological  changes;  changes in consumer spending and saving habits; and the
success of the Company at managing the risks resulting from these factors.

     The Company cautions that the listed factors are not exclusive. The Company
does not undertake to update any forward-looking  statement,  whether written or
oral, that may be made from time to time by or on behalf of the Company.

Item 1.  Description of Business

General

     The Company is a Kansas  corporation  organized  in February of 1998 at the
direction of First Kansas Federal Savings  Association  (the  "Association")  to
acquire all of the capital stock that the  Association  issued in its conversion
from the mutual to stock form of ownership (the "Conversion"). On June 25, 1998,
the Association completed the Conversion and became a wholly owned subsidiary of
the  Company.   Pursuant  to  the  Conversion,   First  Kansas  Federal  Savings
Association  changed its name to First Kansas Federal Savings Bank (the "Bank").
The Company is a unitary savings and loan holding company which,  under existing
laws,  generally is not restricted in the types of business  activities in which
it may engage,  provided that the Bank retains a specified  amount of its assets
in housing-related  investments. The Company conducts no significant business or
operations  of its own other than  holding all of the  outstanding  stock of the
Bank and  investing the  Company's  portion of the net proceeds  obtained in the
Conversion.

     The Bank is a federally  chartered  stock  savings  bank  headquartered  in
Osawatomie,  Kansas,  with six branch offices  located in the Kansas counties of
Miami,  Bourbon,  Mitchell and Phillips.  The Bank is subject to examination and
comprehensive  regulation  by the Office of Thrift  Supervision  ("OTS") and its
deposits  are  federally  insured  by the  Savings  Association  Insurance  Fund
("SAIF"). The Bank is a

                                        2

<PAGE>

member of and owns capital  stock in the FHLB of Topeka,  which is one of the 12
regional banks in the FHLB System.

     The Bank operates a traditional  savings bank business,  attracting deposit
accounts from the general public and using those  deposits,  together with other
funds,  primarily  to  originate  and invest in loans  secured by  single-family
residential real estate.

Competition

     Competition  for deposits comes from other insured  financial  institutions
such as commercial banks, thrift institutions, credit unions, finance companies,
and multi-state regional banks in the Bank's market areas. Competition for funds
also includes a number of insurance products sold by local agents and investment
products  such as mutual funds and other  securities  sold by local and regional
brokers. Loan competition varies depending upon market conditions and comes from
commercial banks, thrift institutions, credit unions and mortgage bankers.

Lending Activities

     The following  table sets forth  information  concerning the types of loans
held by the Bank.

<TABLE>
<CAPTION>
                                                              At December 31,
                                                  ---------------------------------------
                                                        2002                  2001
                                                  ------------------   ------------------
                                                   Amount    Percent    Amount    Percent
                                                  --------   -------   --------   -------
                                                           (Dollars in thousands)
<S>                                            <C>         <C>       <C>        <C>
Type of Loans:
Mortgage loans:
  One- to four-family........................     $53,852     91.89%    $55,683    92.19%
  Commercial.................................         536      0.91         543     0.90
  Land.......................................         680      1.16         560     0.92
  Construction...............................         752      1.29         664     1.10
                                                  -------    ------     -------   ------
    Total mortgage loans.....................      55,820     95.25      57,450    95.11
                                                  -------    ------     -------   ------
Consumer loans...............................       2,391      4.08       2,642     4.38
Commercial loans.............................         390      0.67         310     0.51
                                                  -------    ------     -------   ------
    Total loan portfolio.....................      58,601    100.00%     60,402   100.00%
                                                  -------    ======     -------   ======
Less:
  Loans in process...........................         424                   387
  Deferred fees, premiums and discounts......          21                    48
  Allowance for loan losses..................         260                   268
                                                  -------               -------
    Total loans receivable, net..............     $57,896               $59,699
                                                  =======               =======

</TABLE>

                                        3
<PAGE>

     The following  table sets forth the  estimated  maturity of the Bank's loan
portfolio  at  December  31,  2002.  The table does not  include  the effects of
possible prepayments or scheduled principal  repayments.  All mortgage loans are
shown as  maturing  based on the date of the last  payment  required by the loan
agreement. All commercial and consumer loans shown in the table below have fixed
interest  rates.  At December 31, 2002, the mortgage  portfolio was comprised of
$28.5 million in fixed rate loans and $27.3 million in variable rate loans.


                                Mortgage   Commercial   Consumer    Total
                                Loans(1)      Loans       Loans     Loans
                                --------   ----------   --------  --------
                                              (In thousands)
Amounts due:
Within 1 year.............       $   111       $266     $  646    $ 1,023
Over 1 to 5 years.........           768        124      1,434      2,326
Over 5 years..............        54,941          -        312     55,253
                                 -------       ----     ------    -------
  Total amount due........       $55,820       $390     $2,392    $58,602
                                 =======       ====     ======    =======

_____________
(1)  Includes construction loans.

     Mortgage Loans:

     One- to Four-Family  Residential Loans. The Bank's primary lending activity
consists of originating and purchasing one- to four-family  residential mortgage
loans secured by property  located in the Bank's  market areas.  At December 31,
2002,   approximately  49%  of  the  Bank's  loan  portfolio  was  comprised  of
adjustable-rate  mortgage  ("ARM")  loans.  The Bank  retains  ARM loans for its
portfolio.  The remainder consists of fixed-rate loans which the Bank originates
either  to  resell  in the  secondary  market  or to  retain  in its  portfolio,
depending  on the  yield  on the  loan  and  on its  asset/liability  management
objectives.   Residential  real  estate  loans  often  remain   outstanding  for
significantly shorter periods than their contractual terms because borrowers may
refinance or repay loans at their option.

     The  interest  rate on the  Bank's  ARM  loans is based on an index  plus a
stated  margin.  The Bank generally  discounts the initial  interest rate on ARM
loans.  Borrowers  qualify  for the ARM  loans  at the  initial  interest  rate,
however,  ARM loan borrowers are generally required to meet lower income-to-debt
ratios for  approval  than those  required of  fixed-rate  borrowers.  ARM loans
provide for periodic interest rate adjustments of 1% to 2% annually and 5% to 6%
over the life of the  loan,  depending  on  borrower  occupancy  and size of the
loans.  The Banks ARM loans reprice annually after the initial rate period which
may be one year,  three years or five years.  Most terms are 30 years,  however,
shorter terms are available and are utilized.

     The Bank's  fixed-rate  loans  generally  have terms of 15 or 30 years with
principal and interest  payments  calculated using up to a 30-year  amortization
period.  Loans  originated with a  loan-to-value  ratio in excess of 80% require
private mortgage  insurance.  The maximum  loan-to-value ratio on mortgage loans
secured by nonowner  occupied  properties  generally is limited to 80%. The Bank
conforms  its fixed rate loans to the  standards  that are used in the  mortgage
industry allowing its loans to be readily sold in the secondary market. The Bank
does not currently  retain servicing rights to those loans sold in the secondary
market.

     ARM loans  decrease the risk  associated  with changes in interest rates by
periodically  repricing,  but  involve  other risks  because as  interest  rates
increase, the underlying payments by the borrower increase,  thus increasing the
potential for default by the borrower. At the same time, the marketability of

                                        4

<PAGE>

the underlying  collateral may be adversely  affected by higher  interest rates.
Upward  adjustment  of the  contractual  interest  rate is also  limited  by the
maximum  periodic and lifetime  interest rate  adjustment  permitted by the loan
documents, and, therefore is potentially limited in effectiveness during periods
of rapidly rising interest rates.

     Mortgage  loans   originated  and  held  by  the  Bank  generally   include
due-on-sale clauses.  This gives the Bank the right to deem the loan immediately
due and payable in the event the  borrower  transfers  ownership of the property
securing the mortgage loan without the Bank's consent.

     Commercial Loans.  Commercial loans generally have a loan-to-value ratio of
80% or less.  These loans do not have terms  greater  than 30 years.  Commercial
real estate loans are secured by office buildings, churches and other commercial
properties.

     Commercial  real  estate  lending  entails  significant   additional  risks
compared to residential  property  lending.  These loans typically involve large
loan balances to single borrowers or groups of related borrowers.  The repayment
of these loans  typically is dependent on the  successful  operation of the real
estate project securing the loan.  These risks can be significantly  affected by
supply and demand  conditions  in the market for office and retail space and may
also be subject to adverse  conditions in the economy.  To minimize these risks,
the Bank  generally  limits  this  type of  lending  to its  market  area and to
borrowers who are otherwise well known to the Bank.

     Residential  Construction  Loans. The Bank makes  residential  construction
loans/permanent  loans  on  one-  to  four-family  residential  property  to the
individuals   who  will  be  the  owners  and  occupants   upon   completion  of
construction.  Only interest payments are required during construction and these
are to be paid from the borrower's own funds. These loans are underwritten using
the same criteria as applied in the underwriting of one- to four-family mortgage
loans.  The  maximum  loan-to-value  ratio  is  80%  during  construction.  Upon
completion of construction, most loans convert to permanent loans with the Bank.

     Land Loans. The Bank also makes land loans which are secured by raw land in
its market area, to be used for agriculture or residential construction.

     Consumer Loans:

     The  Bank  offers  consumer  loans in order  to  provide  a wider  range of
financial  services to its  customers.  In addition,  these loans provide higher
interest rates and shorter terms than many of the Bank's other loans. The Bank's
consumer loans consist primarily of direct automobile loans.

     Consumer  loans  generally  entail greater risk than  residential  mortgage
loans,  particularly in the case of consumer loans that are unsecured or secured
by assets  that  depreciate  rapidly.  Repossessed  collateral  for a  defaulted
consumer loan may not be sufficient for repayment of the  outstanding  loan, and
the remaining deficiency may not be collectible.

     Commercial Loans:

     The Bank's  commercial  loan portfolio is comprised  primarily of two floor
plan loans to a local car dealer and a loan on a local lumber yard.

     Loan Approval Authority and Underwriting.  The Bank's loan committee, which
is comprised  of Bank  officers  Larry V. Bailey,  Daniel G. Droste and Galen E.
Graham, approves all loans. The loan

                                        5

<PAGE>

committee has  authority to approve  loans in any category up to $400,000.  Loan
requests above this amount must be approved by the Board of Directors.

     Upon receipt of a completed loan application from a prospective borrower, a
credit report is ordered.  Income and certain other information is verified.  If
necessary,  additional financial  information may be requested.  An appraisal or
other  estimate of value of the real estate  intended to be used as security for
the proposed  loan is obtained.  Appraisals  are  processed by  independent  fee
appraisers. Private mortgage insurance is required in certain instances.

     Construction/permanent  loans  are  made on  individual  properties.  Funds
advanced during the construction  phase are held in a  loans-in-process  account
and disbursed at various stages of completion,  following physical inspection of
the construction by a loan officer or appraiser.

     Either title insurance or a title opinion is generally required on all real
estate loans. Borrowers are also required to obtain fire and casualty insurance.
Flood  insurance is also required on loans secured by property  which is located
in a flood zone.

     Loan Commitments. Written commitments are given to prospective borrowers on
all approved real estate loans.  Generally,  the commitment  requires acceptance
within  60 days of the loan  application.  Loan  commitments  in  excess of this
period may be issued upon payment of a  non-refundable  fee or upon agreement on
an interest  rate float,  allowing the Bank to adjust the  interest  rate on the
loan. As of December 31, 2002, there were  outstanding  commitments to originate
loans of $317,000.

     Loans to One Borrower.  The maximum amount of loans which the Bank may make
to any one  borrower  may not  exceed  the  greater  of  $500,000  or 15% of its
unimpaired capital and unimpaired  surplus.  The Bank may lend an additional 10%
of its unimpaired capital and unimpaired surplus if the loan is fully secured by
readily marketable collateral. The Bank's maximum loan to one borrower limit was
$2.5 million at December 31, 2002. At December 31, 2002, the  outstanding  loans
of the  Bank's  five  largest  borrowers  have  balances  between  $484,000  and
$842,000. All of these loans were performing in accordance with their terms.

Non-performing and Problem Assets

     Loan Delinquencies.  If a mortgage loan becomes more than 15 days past due,
a notice of nonpayment is sent to the borrower. After the loan becomes more than
three weeks past due,  another notice of  nonpayment,  accompanied by a personal
letter,  is sent to the borrower.  If the loan continues in a delinquent  status
for 90 days and no  repayment  plan is in effect,  foreclosure  proceedings  are
initiated. The borrower is notified when foreclosure is commenced.

     Loans are  reviewed  on a monthly  basis  and are  placed on a  non-accrual
status when, in management's  opinion,  the collection of additional interest is
doubtful. Interest accrued and unpaid at the time a loan is placed on nonaccrual
status is charged against interest income. Subsequent interest payments, if any,
are either applied to the outstanding  principal balance or recorded as interest
income, depending on the assessment of the ultimate collectibility of the loan.


                                        6
<PAGE>

     Non-performing Assets. The following table sets forth information regarding
nonaccrual loans and real estate owned, as of the dates indicated.  For the year
ended December 31, 2002,  interest income that would have been recorded on loans
accounted for on a nonaccrual  basis under the original  terms of such loans was
immaterial.

                                                       At December 31,
                                                      ----------------
                                                       2002      2001
                                                      ------    ------
                                                       (In thousands)
Loans accounted for on a non-accrual basis:
  One- to four-family ............................     $68      $ -
  Consumer .......................................       -        4
                                                       ---      ---
    Total ........................................      68        4
                                                       ---      ---

Accruing loans delinquent 90 days or more:
  One- to four-family ............................       -        -
  Consumer .......................................       -        -
                                                       ---      ---
    Total ........................................       -        -
                                                       ---      ---
      Total non-performing loans .................      68        4
                                                       ---      ---

Foreclosed assets:
  One- to four-family ............................       -       15
  Consumer .......................................       -        -
                                                       ---      ---
    Total ........................................       -       15
                                                       ---      ---

Total non-performing assets ......................     $68      $19
                                                       ===      ===
Total non-performing loans as a
  percentage of net loans ........................    0.18%    0.01%
                                                      ====     ====
Total non-performing assets as a
  percentage of total assets .....................    0.05%    0.01%
                                                      ====     ====

     Classified Assets. OTS regulations provide for a classification  system for
problem assets of savings  associations  which covers all problem assets.  Under
this classification  system,  problem assets of savings institutions such as the
Bank  are  classified  as  "substandard,"  "doubtful,"  or  "loss."  An asset is
considered  substandard if it is inadequately protected by the current net worth
and paying  capacity  of the  borrower  or of the  collateral  pledged,  if any.
Substandard  assets include those  characterized  by the "distinct  possibility"
that the savings  institution  will sustain "some loss" if the  deficiencies are
not corrected. Assets classified as doubtful have all of the weaknesses inherent
in  those  classified  substandard,  with  the  added  characteristic  that  the
weaknesses  present make  "collection  or  liquidation in full," on the basis of
currently  existing facts,  conditions,  and values,  "highly  questionable  and
improbable." Assets classified as loss are those considered  "uncollectible" and
of such little value that their  continuance as assets without the establishment
of a specific loss reserve is not warranted.  Assets may be designated  "special
mention"   because  of  potential   weakness  that  do  not  currently   warrant
classification in one of the aforementioned categories.

     When a savings association  classifies problem assets as either substandard
or doubtful,  it may establish  general  allowances for loan losses in an amount
deemed prudent by management. General allowances represent loss allowances which
have been  established  to recognize the inherent risk  associated  with lending
activities,  but which, unlike specific  allowances,  have not been allocated to
particular problem

                                        7

<PAGE>

assets.  When a savings  association  classifies  problem  assets as loss, it is
required  either to establish a specific  allowance  for losses equal to 100% of
that portion of the asset so classified or to charge off such amount.  A savings
association's  determination  as to the  classification  of its  assets  and the
amount of its valuation  allowances  is subject to review by the OTS,  which may
order the  establishment of additional  general or specific loss  allowances.  A
portion of general loss allowances  established to cover probable losses related
to assets classified as substandard or doubtful may be included in determining a
savings association's regulatory capital. Specific valuation allowances for loan
losses generally do not qualify as regulatory capital.

     At December 31, 2002,  the Bank had loans  classified  as special  mention,
substandard, doubtful and loss as follows (in thousands):


Special mention (1)............................           $ 14
Substandard (2)................................            278
Doubtful assets................................              -
Loss assets ...................................              -
                                                          ----
     Total.....................................           $292
                                                          ====
________________
(1)  Consisting of one consumer loan ($13,704).
(2)  Consisting of two consumer  loans ($4,702 and $666) and five mortgage loans
     ($43,801, $23,991, $361, $117,018 and $87,569).

     Allowances  for Loan  Losses.  A  provision  for loan  losses is charged to
operations  based on management's  evaluation of the losses that may be incurred
in the Bank's loan portfolio. The evaluation, including a review of all loans on
which full  collectibility  of  interest  and  principal  may not be  reasonably
assured,  considers:  (i) the Bank's past loan loss  experience,  (ii) known and
inherent risks in the Bank's portfolio, (iii) adverse situations that may affect
the  borrower's  ability to repay,  (iv) the estimated  value of any  underlying
collateral, and (v) current economic conditions.

     The Bank monitors its allowance for loan losses and makes  additions to the
allowance  as economic  conditions  dictate.  Although  the Bank  maintains  its
allowance for loan losses at a level that management  considers adequate for the
inherent risk of loss in the Bank's loan  portfolio,  future losses could exceed
estimated  amounts and additional  provisions for loan losses could be required.
In addition,  management's  determination as to the amount of allowance for loan
losses is  subject  to review by the OTS,  as part of its  examination  process.
After  a  review  of the  information  available,  the  OTS  might  require  the
establishment of an additional allowance.


                                        8

<PAGE>

     The following  table  illustrates  the allocation of the allowance for loan
losses for each  category of loans.  The  allocation  of the  allowance  to each
category is not necessarily indicative of future loss in any particular category
and does not restrict the Bank's use of the  allowance to absorb losses in other
loan categories.


                                                  At December 31,
                                  ---------------------------------------------
                                         2002                    2001
                                  --------------------    ---------------------
                                           Percent of                Percent of
                                            Loans in                  Loans in
                                              Each                      Each
                                           Category to              Category to
                                  Amount   Total Loans     Amount   Total Loans
                                  ------   -----------     ------   -----------
                                             (Dollars in thousands)
Mortgage loans
  One- to four-family........       $205      91.89%       $194       92.19%
  Commercial.................          5       0.91           -        0.90
  Land.......................          7       1.16           -        0.92
  Construction...............          3       1.29           -        1.10
Consumer loans...............         35       4.08          74        4.38
Commercial loans.............          5       0.67           -        0.51
                                    ----     ------        ----      ------
     Total allowance.........       $260     100.00%       $268      100.00%
                                    ====     ======        ====      ======


     The  following  table sets  forth  information  with  respect to the Bank's
allowance for loan losses at the dates and for the periods indicated:


                                                         At December 31,
                                                      ----------------------
                                                       2002            2001
                                                      ------          ------
                                                      (Dollars in thousands)

Balance at beginning of period...................       $268           $256
                                                        ----           ----
Charge-offs:
  One- to four-family............................          -             (3)
  Consumer.......................................         (8)            (6)
                                                        ----           ----
                                                          (8)            (9)
                                                        ----           ----
Recoveries:
  One- to four-family............................          -              -
  Consumer ......................................          -              -
                                                        ----           ----
                                                           -              -
                                                        ----           ----
Net charge-offs..................................         (8)            (9)
Provision for loan losses........................          -             21
                                                        ----           ----
Balance at end of period.........................       $260           $268
                                                        ====           ====
Allowance for loan losses to total
  non-performing loans at end of period..........     382.35%      6,700.00%
                                                      ======       ========
Allowance for loan losses to net loans at
  end of period..................................       0.45%          0.45%
                                                        ====           ====


                                        9

<PAGE>

Investment Activities

     Investment  Securities.  The Bank is required under federal  regulations to
maintain liquid assets which may be invested in specified short-term  securities
and certain other investments. See "Regulation -- Savings Institution Regulation
-- Federal Home Loan Bank System" and  "Management's  Discussion and Analysis --
Liquidity and Capital  Resources."  The level of liquid assets varies  depending
upon several factors, including: (i) the yields on investment alternatives, (ii)
management's  judgment as to the  attractiveness of the yields then available in
relation to other opportunities,  (iii) expectation of future yield levels, (iv)
asset/liability  management, and (v) the Bank's projections as to the short-term
demand for funds to be used in loan origination and other  activities.  The Bank
classifies    its    investment    securities   as    "available-for-sale"    or
"held-to-maturity"  in accordance  with SFAS No. 115. At December 31, 2002,  the
Bank's investment portfolio policy permitted investments in instruments such as:
(i) U.S. Treasury  obligations,  (ii) U.S. federal agency or federally sponsored
agency  obligations,  (iii) local municipal  obligations,  (iv)  mortgage-backed
securities,  (v)  banker's  acceptances,  (vi)  certificates  of deposit,  (vii)
federal  funds,  including  FHLB overnight and term deposits (up to six months),
(viii)  collateralized   automobile  receivables,   and  (ix)  investment  grade
corporate bonds,  commercial  paper and mortgage  derivative  products.  See "--
Mortgage-Backed  Securities."  The Board of Directors may  authorize  additional
investments.

     The    Bank's    investment     securities     "available-for-sale"     and
"held-to-maturity"  portfolios at December 31, 2002, did not contain  securities
of any  issuer  with an  aggregate  book  value in excess  of 10% of the  Bank's
equity, excluding those issued by the United States government agencies.

     Mortgage-Backed  Securities. To supplement lending activities, the Bank has
invested in residential  mortgage-backed  securities and collateralized mortgage
obligations  ("CMOs").  Mortgage-backed  securities  can serve as collateral for
borrowings and, through sale, maturity or repayments,  as a source of liquidity.
Mortgage-backed  securities  represent  a  participation  interest  in a pool of
single-family  or other type of mortgages.  Principal and interest  payments are
passed  from  the  mortgage  originators,   through  intermediaries   (generally
quasi-governmental agencies) that pool and repackage the participation interests
in the form of securities, to investors such as the Bank. The quasi-governmental
agencies  guarantee  the payment of  principal  and  interest to  investors  and
include the Federal Home Loan Mortgage  Corporation  ("FHLMC"),  the  Government
National  Mortgage  Association  ("GNMA"),  and the  Federal  National  Mortgage
Association ("FNMA").

     At December  31,  2002,  the Bank's  mortgage-backed  securities  portfolio
classified  as  "available-  for-sale"  totaled  $39.4  million,  and the Bank's
mortgage-backed  securities  portfolio classified as "held-to- maturity" totaled
$21.5  million.  Each  security  was  issued  by GNMA,  FHLMC or FNMA.  Expected
maturities will differ from contractual  maturities due to scheduled  repayments
and because  borrowers may have the right to call or prepay  obligations with or
without prepayment penalties.

     Mortgage-backed  securities  typically  are issued  with  stated  principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest  rates that are  within a set range and have  varying  maturities.  The
underlying pool of mortgages can be composed of either fixed-rate or adjustable-
rate mortgage  loans.  Mortgage-backed  securities are generally  referred to as
mortgage participation certificates or pass-through  certificates.  The interest
rate risk characteristics of the underlying pool of mortgages (i.e.,  fixed-rate
or  adjustable-rate)  and the prepayment  risk, are passed on to the certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying mortgages. Mortgage-backed securities issued by FHLMC and GNMA
make up a majority of the pass- through certificates market.

                                       10

<PAGE>

     CMOs have been  developed in response to investor  concerns  regarding  the
uncertainty of cash flows  associated with prepayment  options on the underlying
mortgages. A CMO can be collateralized directly by mortgages,  but more often is
collateralized by  mortgage-backed  securities issued or guaranteed by the GNMA,
FNMA or the FHLMC and held in trust for CMO investors.  In contrast to mortgage-
backed  securities  in which the cash flow is received  pro rata by all security
holders, the cash flow from the mortgage loans underlying a CMO is segmented and
paid in accordance  with a predetermined  priority to investors  holding various
CMO tranches. Different tranches are created, each with its own stated maturity,
estimated average life, coupon rate, and prepayment characteristics. Most of the
CMOs  owned by the  Bank are  government  agency  guaranteed.  A few of the CMOs
consist of small private  issues  collateralized  by mortgage  loans and include
extra credit  enhancements  sufficient to earn the highest  credit  ratings from
independent  rating  agencies.  At December 31, 2002,  the Bank's CMO  portfolio
classified as "available-for-sale" had a carrying value of $11.5 million and its
CMO  portfolio  classified as "held-to-  maturity" had a carrying  value of $1.5
million.

     Investment Portfolio.  The following table sets forth the carrying value of
the Bank's investments. See Notes 3 and 4 to the Bank's Financial Statements.


                                                             At December 31,
                                                            ------------------
                                                              2002       2001
                                                            -------    -------
                                                              (In thousands)

Investments:
U.S.  agency securities...............................      $ 7,306    $ 7,646
Mortgage-backed securities held-to-maturity...........       21,548     21,288
Mortgage-backed securities available-for-sale.........       39,357     41,819
State and municipal obligations available-for-sale....        1,661      1,271
Other - available-for-sale............................        5,214      3,222
FHLB stock............................................        2,650      2,650
                                                            -------    -------
   Total investments .................................      $77,736    $77,896
                                                            =======    =======


                                       11


<PAGE>

     The following  table sets forth  certain  information  regarding  scheduled
maturities,  carrying  values,  approximate  fair values,  and weighted  average
yields for the Bank's investments at December 31, 2002 by contractual  maturity.
The following  table does not take into  consideration  the effects of scheduled
repayments  or the  effects  of  possible  prepayments.  Yields  on  tax  exempt
obligations have been computed on a tax equivalent basis.

<TABLE>
<CAPTION>
                                                                                                                     Total
                               One Year or Less   One to Five Years  Five to Ten Years More than Ten Years   Investment Securities
                               -----------------  -----------------  ----------------- ------------------- -------------------------
                                        Weighted           Weighted           Weighted            Weighted          Weighted
                               Carrying  Average  Carrying  Average  Carrying  Average  Carrying  Average  Carrying  Average   Fair
                                Value     Yield     Value    Yield     Value    Yield     Value    Yield     Value    Yield    Value
                               -------- --------  -------- --------  -------- --------  --------  -------- -------- --------  ------
                                                                          (Dollars in thousands)
<S>                          <C>       <C>      <C>       <C>       <C>     <C>       <C>       <C>     <C>        <C>     <C>


Investments:
  U.S.  agency securities.....  $  -        -%    $    -        -%    $4,221    4.49%    $ 3,085   3.16%   $ 7,306    3.93%  $ 7,306
  Mortgage-backed securities..     -        -        318     4.94          -       -      60,587   4.66     60,905    4.66    61,304
  FHLB stock..................     -        -          -        -          -       -       2,650   3.75      2,650    3.75     2,650
  State municipal obligations.     -        -          -        -        516    4.78       1,145   6.26      1,661    5.80     1,661
  Other debt securities.......   723     3.71      3,195     5.43        515    5.12         781   6.53      5,214    5.33     5,214
                                ----              ------              ------             -------           -------           -------
     Total investments........  $723     3.71%    $3,513     5.39%    $5,252    4.58%    $68,248   4.61%   $77,736    4.63%  $78,135
                                ====              ======              ======             =======           =======           =======

</TABLE>



                                       12

<PAGE>

Sources of Funds

     Deposits  are the Bank's  major  external  source of funds for  lending and
other investment  purposes.  Funds are also derived from the receipt of payments
on loans and  prepayment of loans and  maturities of investment  securities  and
mortgage-backed  securities  and,  to  a  much  lesser  extent,  borrowings  and
operations.  Scheduled loan principal  repayments are a relatively stable source
of  funds,   while  deposit  inflows  and  outflows  and  loan  prepayments  are
significantly influenced by general interest rates and market conditions.

     Deposits.  Consumer and commercial deposits are attracted  principally from
within the Bank's  primary  market area  through the  offering of a selection of
deposit instruments including checking accounts, regular savings accounts, money
market accounts,  and term certificate accounts.  IRA accounts are also offered.
Deposit account terms vary according to the minimum balance  required,  the time
period the funds must remain on deposit, and the interest rate.

     The  interest  rates  paid by the Bank on  deposits  are set  weekly at the
direction of the Bank's senior  management.  Interest rates are determined based
on the Bank's liquidity requirements,  current market conditions, interest rates
paid by the Bank's  competitors,  and the  Bank's  growth  goals and  applicable
regulatory restrictions and requirements.

     Non-interest bearing demand,  regular savings,  money market demand and NOW
accounts constituted $34.7 million, or 42.4%, of the Bank's deposit portfolio at
December  31,  2002  and  the  weighted  average  interest  rate  paid  on  such
interest-bearing  accounts  at that  date was  1.25%.  Certificates  of  deposit
constituted  $47.2 million,  or 57.6%, of the deposit  portfolio,  of which $4.4
million,  or 5.3%, of the deposit  portfolio were  certificates  of deposit with
balances of $100,000 or more. Such deposits are offered at negotiated rates. The
weighted  average  interest rates paid on  certificates of deposits with deposit
balances under $100,000 and over $100,000 were 3.52% and 3.35%, respectively, at
December 31, 2002. As of December 31, 2002, the Bank had no brokered deposits.

     The  following  table  indicates the amount of the Bank's  certificates  of
deposit of $100,000 or more by time remaining  until maturity as of December 31,
2002.


                                              Certificates
       Maturity Period                        of Deposits
       ---------------                        ------------
                                             (In thousands)

       Within three months                        $  996
       Three through six months                      798
       Six through twelve months                   1,622
       Over twelve months                            744
                                                  ------
                                                  $4,160
                                                  ======

     Borrowings.  Advances  (borrowings) may be obtained from the FHLB of Topeka
to  supplement  the Bank's supply of lendable  funds.  Advances from the FHLB of
Topeka are  typically  secured  by a pledge of the  Bank's  stock in the FHLB of
Topeka, a portion of the Bank's first mortgage loans and other assets. Each FHLB
credit program has its own interest rate (which may be fixed or adjustable)  and
range of  maturities.  At December 31,  2002,  the Bank could borrow up to $60.4
million from the FHLB of Topeka.  If the need  arises,  the Bank may also access
the Federal  Reserve Bank discount  window to supplement  its supply of lendable
funds and to meet deposit withdrawal requirements. At December 31,

                                       13

<PAGE>

2002,  borrowings from the FHLB of Topeka totaled $50.0 million. The Bank had no
other borrowings outstanding.

Personnel

     At December 31, 2002, the Bank had 34 full-time  employees and 12 part-time
employees.  None  of  the  Bank's  employees  are  represented  by a  collective
bargaining group.  Management  believes that its relationship with the employees
is good.

Subsidiary Activity

     The Bank is permitted to invest up to 2% of its assets in the capital stock
of, or loans to,  subsidiary  corporations.  An  additional  investment of 1% of
assets is permitted  when the  additional  investment is utilized  primarily for
community  development purposes.  Pursuant to these limitations,  as of December
31, 2002, the Bank was authorized to invest up to approximately  $3.0 million in
the stock of, or loans to, service  corporations (based upon the 2% limitation).
The Bank has one  wholly-owned  service  corporation,  First  Enterprises,  Inc.
("FEI").  In recent years, FEI has been primarily  utilized as an agency for the
sale of credit life  insurance,  mortgage life  insurance and certain fixed- and
variable-rate  annuities.  However,  in  August  1995,  the Bank  purchased  for
development  through  FEI an 8.3 acre  tract of land in Paola,  Kansas  known as
Baptiste Commons.  This tract of land consists of seven commercial sites, one of
which  was used for the site of the  Bank's  new  office  building.  The  Bank's
investment in this real estate  development  project will continue to decline as
the remaining lots are sold. At December 31, 2002, the total  investment in this
real estate was $347,000.

Regulation

     Set forth below is a brief description of certain laws which are related to
the regulation of the Company and the Bank. The following  description  does not
purport to be complete  and is  qualified  in its  entirety by  reference to all
applicable laws and regulations.

Company Regulation

     General.  The Company is a unitary savings and loan holding company subject
to  regulatory  oversight by the OTS. The Company files reports with the OTS and
is subject to regulation and  examination  by the OTS. In addition,  the OTS has
enforcement  authority  over  the  Company  and  its  non-  savings  association
subsidiaries,  should such subsidiaries be formed, which also permits the OTS to
restrict or prohibit  activities that are determined to be a serious risk to the
subsidiary  savings  association.  This  regulation  and  oversight  is intended
primarily  for the  protection  of the  depositors  of the  Bank and not for the
benefit of stockholders of the Company.

     Federal  law was amended by the Gramm  Leach  Bliley  Act,  which went into
effect in 2000, to effectively  prohibit the Company from affiliating in any way
with a  non-financial  company  and  to  permit  it to  become  affiliated  with
securities  firms and insurance  companies.  These changes to federal law do not
impact the current  business of the  Company.  Unlike  savings and loan  holding
companies  that may be created  in the  future,  the  Company  generally  is not
restricted  in the type of business in which it may  engage,  provided  that the
Bank maintains a specified amount of its assets in housing related investments.

     Recent Legislation to Curtail Corporate Accounting Irregularities.  On July
30, 2002,  President  Bush signed into law the  Sarbanes-Oxley  Act of 2002 (the
"Act"). The Securities and Exchange

                                       14

<PAGE>

Commission (the "SEC") has promulgated certain  regulations  pursuant to the Act
and will continue to propose additional  implementing or clarifying  regulations
as  necessary  in  furtherance  of the  Act.  The  passage  of the  Act  and the
regulations  implemented  by  the  SEC  subject  publicly-traded   companies  to
additional and more cumbersome reporting regulations and disclosure.  Compliance
with the Act and corresponding regulations may increase the Company's expenses.

     Qualified  Thrift  Lender  Test.  As a  unitary  savings  and loan  holding
company, the Company generally is not subject to activity restrictions, provided
the Bank  satisfies  the Qualified  Thrift  Lender  ("QTL") test. If the Company
acquires  control of another savings  association as a separate  subsidiary,  it
would become a multiple savings and loan holding company,  and the activities of
the  Company  and any of its  subsidiaries  (other  than the  Bank or any  other
savings  association  insured by the  Savings  Association  Insurance  Fund (the
"SAIF"))  would  become  subject  to  restrictions  applicable  to bank  holding
companies  unless such other  associations  each also  qualify as a QTL and were
acquired in a supervisory acquisition.

Bank Regulation

     General. As a federally chartered,  SAIF-insured  savings association,  the
Bank is subject  to  extensive  regulation  by the OTS and the  Federal  Deposit
Insurance  Corporation (the "FDIC").  Lending  activities and other  investments
must comply with various federal statutory and regulatory requirements. The Bank
is also subject to certain reserve requirements promulgated by the FRB.

     The OTS, in  conjunction  with the FDIC,  regularly  examines  the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that are found in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
and state law,  especially in such matters as the ownership of savings  accounts
and the form and content of the Bank's mortgage documents.

     The  Bank  must  file  reports  with the OTS and the  FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.  Any change in such regulations,  whether by the OTS, the FDIC, or the
U.S. Congress could have a material adverse impact on the Company, the Bank, and
their operations.

     Insurance of Deposit  Accounts.  The Bank's deposit accounts are insured by
the SAIF to a maximum of $100,000 for each insured member (as defined by law and
regulation).  Insurance of deposits may be terminated by the FDIC upon a finding
that the institution has engaged in unsafe or unsound practices, is in an unsafe
or unsound condition to continue operations, or has violated any applicable law,
regulation,  rule, order or condition  imposed by the FDIC or the  institution's
primary regulator.  The FDIC may also prohibit an insured depository institution
from engaging in any activity the FDIC  determines  to pose a serious  threat to
the SAIF.  The FDIC charges an annual  assessment  for the insurance of deposits
based on the risk a particular  institution poses to its deposit insurance fund,
depending upon the institution's risk  classification.  This risk classification
is based on an institution's capital group and supervisory subgroup assignment.

                                       15

<PAGE>

     Regulatory Capital  Requirements.  OTS capital  regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of total adjusted assets,  (2) a leverage ratio (core capital) equal to at least
4% of total adjusted assets for most savings institutions,  and (3) a risk-based
capital  requirement  equal  to 8.0% of  total  risk-weighted  assets.  The Bank
exceeded these minimum standards at December 31, 2002. The Bank's capital ratios
are set forth in Note 13 to the  Company's  Consolidated  Financial  Statements.
Regulations that enable the OTS to take prompt corrective action against savings
institutions may effectively impose higher capital requirements on the Bank.

     Savings  associations  with a greater than "normal"  level of interest rate
exposure may, in the future, be subject to a deduction for an interest rate risk
("IRR")  component  from capital for purposes of  calculating  their  risk-based
capital requirement.

     Dividend and Other Capital Distribution Limitations. The Bank must give the
OTS 30 days advance notice of any proposed  distribution  of capital,  such as a
declaration of dividends to the Company, and the OTS has the authority under its
supervisory  powers to prohibit  any payment of dividends to the Company that it
deems to constitute an unsafe or unsound practice. In addition, the Bank may not
declare or pay a dividend on its capital stock if the dividend  would (1) reduce
the regulatory capital of the Bank below the amount required for the liquidation
account  established in connection with the conversion from mutual to stock form
or (2) reduce the amount of capital of the Bank below the  amounts  required  in
accordance  with other OTS  regulations.  In  contrast,  the  Company  has fewer
restrictions on its payment of dividends to its stockholders.

     Qualified Thrift Lender Test. Savings institutions must meet a QTL test. If
the  Bank  maintains  an  appropriate  level  of  Qualified  Thrift  Investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-related  securities) ("QTIs") and otherwise qualifies as a QTL, it will
continue  to enjoy  full  borrowing  privileges  from the  FHLB of  Topeka.  The
required  percentage of QTIs is 65% of portfolio  assets  (defined as all assets
minus  intangible  assets,  property used by the  institution  in conducting its
business and liquid  assets equal to 20% of total  assets).  Certain  assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs. As of December 31, 2002,  the Bank was in compliance  with its
QTL requirement.

     Federal Home Loan Bank System.  The Bank is a member of the FHLB of Topeka,
which is one of 12 regional FHLBs that  administers  the home  financing  credit
function of savings associations.  Each FHLB serves as a reserve or central bank
for its members within its assigned region. It is funded primarily from proceeds
derived from the sale of consolidated  obligations of the FHLB System.  It makes
loans to members  (i.e.,advances)  in accordance  with  policies and  procedures
established by the Board of Directors of the FHLB.

     As a member,  the Bank is required to purchase  and  maintain  stock in the
FHLB of  Topeka  in an  amount  equal  to at least  1% of its  aggregate  unpaid
residential  mortgage loans, home purchase contracts,  or similar obligations at
the beginning of each year.

     Federal  Reserve  System.  The FRB requires all depository  institutions to
maintain  non-interest  bearing  reserves  at  specified  levels  against  their
transaction accounts (primarily checking,  NOW, and Super NOW checking accounts)
and  non-personal  time  deposits.  The balances  maintained to meet the reserve
requirements  imposed by the  Federal  Reserve  Board may be used to satisfy the
liquidity requirements that are imposed by the OTS.


                                       16

<PAGE>

Item 2. Description of Property

(a)  Properties.

     The Bank owns 5 of its 6 offices  and leases 1 of them.  The net book value
of this real property at December 31, 2002,  was $1.5 million.  The Bank's total
investment in office  equipment had a net book value of $560,000 at December 31,
2002.

                                Leased     Year      Year     Net Book Value of
                                  or     Leased or   Lease    Real Property at
         Location               Owned    Acquired    Expires  December 31, 2002
         --------               ------   ---------   -------  -----------------

MAIN OFFICE:
600 Main Street                  Owned      1974       N/A        $164,000
Osawatomie, Kansas 66064

2205 South Main                  Owned      1981       N/A        $209,000
Fort Scott, Kansas  66701

100 West Amity                   Owned      1974       N/A        $317,000
Louisburg, Kansas  66053

125 North Mill                   Owned      1999       N/A        $ 29,000
Beloit, Kansas  67420

1310 Baptiste Drive              Owned      1998       N/A        $825,000
Paola, Kansas  66071

762 4th Street                   Leased     1984       2004       $   N/A
Phillipsburg, Kansas  67661


b)   Investment Policies.

     See "Item 1.  Description of Business"  above for a general  description of
the  Bank's  investment  policies  and any  regulatory  or Board  of  Directors'
percentage  of assets  limitations  regarding  certain  investments.  The Bank's
investments are primarily  acquired to produce  income,  and to a lesser extent,
possible gains on the sale of such investments.

     (1)  Investments  in Real Estate or Interests in Real Estate.  See "Item 1.
Description of Business - Lending  Activities and - Bank  Regulation," and "Item
2. Description of Property."

     (2)  Investments  in Real Estate  Mortgages.  See "Item 1.  Description  of
Business - Lending Activities and - Bank Regulation."

     (3) Investments in Securities of or Interests in Persons  Primarily Engaged
in Real  Estate  Activities.  See "Item 1.  Description  of  Business  - Lending
Activities and - Bank Regulation."


                                       17

<PAGE>

(c)  Description of Real Estate and Operating Data.

     Not Applicable.

Item 3. Legal Proceedings

     There are various  claims and lawsuits in which the Company or the Bank are
periodically involved, such as claims to enforce liens, condemnation proceedings
on properties in which the Bank holds security  interests,  claims involving the
making and servicing of real property  loans,  and other issues  incident to the
Bank's business. In the opinion of management, no material loss is expected from
any of such pending claims or lawsuits.

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

     No matter was  submitted  to a vote of security  holders  during the fourth
quarter of the fiscal year.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     The  information   contained  under  the  section  captioned  "Stock  Price
Information" of the Company's  Annual Report to Stockholders for the fiscal year
ended  December  31,  2002  (the  "Annual  Report")  is  incorporated  herein by
reference.

Item 6. Management's Discussion and Analysis or Plan of Operation

     The  information  contained  under  the  section  captioned   "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Annual Report is incorporated herein by reference.

Item 7. Financial Statements

     The Registrant's financial statements listed under Item 13 are incorporated
herein by reference.

Item 8.  Changes  in  and  Disagreements  with  Accountants  On  Accounting  and
         Financial Disclosure.

         Not applicable.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
        with Section 16(a) of the Exchange Act.

     The  information  contained  under the sections  captioned  "Section  16(a)
Beneficial  Ownership  Reporting  Compliance"  and  "Proposal  I -  Election  of
Directors"  in  the  Company's   Proxy  Statement  for  the  Annual  Meeting  of
Stockholders for the Fiscal Year ended December 31, 2002 (the "Proxy Statement")
is incorporated herein by reference.



                                       18
<PAGE>

Item 10. Executive Compensation

     The  information  contained  under  the  section  captioned  "Director  and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.

Item 11. Security Ownership of Certain Beneficial Owners and Management

          (a)  Security Ownership of Certain Beneficial Owners

          Information  required by this item is incorporated herein by reference
          to the first chart in the section captioned  "Proposal I - Election of
          Directors" in the Proxy Statement.

          (b)  Security Ownership of Management

          Information  required by this item is incorporated herein by reference
          to the first chart in the section captioned  "Proposal I - Election of
          Directors" in the Proxy Statement.

          (c)  Management of the Registrant knows of no arrangements,  including
               any pledge by any person of  securities  of the  Registrant,  the
               operation of which may at a subsequent date result in a change in
               control of the Registrant.

          (d)  Securities  Authorized  for Issuance  Under  Equity  Compensation
               Plans

     Set forth  below is  information  as of December  31, 2002 with  respect to
compensation   plans  under  which  equity  securities  of  the  Registrant  are
authorized for issuance.

<TABLE>
<CAPTION>


                                          EQUITY COMPENSATION PLAN INFORMATION
                                                    (a)                       (b)                        (c)
                                                                                                 Number of securities
                                                                                                 remaining available
                                            Number of securities       Weighted-average           for future issuance
                                             to be issued upon         exercise price of             under equity
                                                exercise of               outstanding             compensation plans
                                            outstanding options,       options, warrants        (excluding securities
                                            warrants and rights           and rights          reflected in column (a))
                                            -------------------        ------------------     ------------------------
<S>                                               <C>                      <C>                       <C>


Equity compensation plans
  approved by shareholders
   First Kansas Financial Corporation
    1999 Stock Option Plan..............             132,079                  $10.75                    23,314
   First Kansas Federal Savings Bank
    1999 Restricted Stock Plan..........                 N/A                  $  N/A                       N/A
Equity compensation plans
  not approved by shareholders                           N/A                  $  N/A                       N/A
                                                     -------                  ------                    ------
     TOTAL.............................              132,079                  $10.75                    23,314
                                                     =======                  ======                    ======

</TABLE>

                                       19


<PAGE>

Item 12. Certain Relationships and Related Transactions

     The information  required by this item is incorporated  herein by reference
to the section captioned "Certain Relationships and Related Transactions" in the
Proxy Statement.

Item 13. Exhibits, List, and Reports on Form 8-K

          (a)  Listed below are all financial  statements  and exhibits filed as
               part of this report.

          1.   The  consolidated   balance  sheets  of  First  Kansas  Financial
               Corporation  as of  December  31,  2002 and 2001 and the  related
               consolidated  statements  of earnings,  stockholders'  equity and
               comprehensive  income,  and cash flows for the years then  ended,
               together  with the related  notes and the  independent  auditors'
               report of KPMG LLP, independent certified public accountants.

          2.   Schedules omitted as they are not applicable.

          3.   The   following   exhibits   are   included  in  this  Report  or
               incorporated herein by reference:

               (a)  List of Exhibits:

<TABLE>
<CAPTION>
<S>                 <C>
                    3(i) Articles of  Incorporation  of First  Kansas  Financial
                         Corporation *
                    3(ii) Bylaws of First Kansas Financial Corporation *
                    10.1 Employment Agreement with Larry V. Bailey **
                    10.2 First Kansas Financial Corporation 1999 Stock Option Plan ***
                    10.3 First Kansas Financial Corporation 1999 Restricted Stock Plan ***
                    13   Annual Report to Stockholders for the fiscal year ended
                         December 31, 2002
                    21   Subsidiaries   of  the   Registrant   (See   "Item   1.
                         Description of Business)
                    23   Consent of KPMG LLP
                    99   Certification  Pursuant to 18 U.S.C.  Section  1350, as
                         adopted  pursuant to Section 906 of the  Sarbanes-Oxley
                         Act of 2002
                    _______________

                    *    Incorporated by reference to the Company's Registration
                         Statement  on Form SB-2 (File No. 333- 48093)  declared
                         effective by the SEC on May 8, 1998.

                    **   Incorporated  by reference to the Company's Form 10-KSB
                         for the fiscal year ended December 31, 1998.

                    ***  Incorporated by reference to the Company's proxy statement
                         dated December 30, 1998 (File No. 000-24037)

               (b)  Reports on Form 8-K:

                         None.
</TABLE>


Item 14. Controls and Procedures

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Based on their
evaluation  as of a date within 90 days of the filing date of this Annual Report
on Form 10-KSB,  the  Registrant's  principal  executive  officer and  principal
financial officer have concluded that the Registrant's  disclosure  controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange  Act of 1934  (the  "Exchange  Act"))  are  effective  to  ensure  that
information required to be disclosed by the Company in

                                       20

<PAGE>

reports that it files or submits under the Exchange Act is recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange Commission rules and forms.

     (b) Changes in internal controls.  There were no significant changes in the
Registrant's  internal  controls or in other  factors  that could  significantly
affect these controls subsequent to the date of their evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.


                                       21

<PAGE>

                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the  undersigned,  thereunto  duly  authorized  as of
March 12, 2003.

                                   FIRST KANSAS FINANCIAL CORPORATION


                                   By:  /s/ Larry V. Bailey
                                        ----------------------------------------
                                        Larry V. Bailey
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)


     Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,  as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated as of March 12, 2003.



                                                  /s/ James E. Breckenridge
----------------------------------                ------------------------------
Roger L. Coltrin                                  James E. Breckenridge
Chairman                                          Director


/s/ Sherman W. Cole                               /s/ J. Darcy Domoney
----------------------------------                ------------------------------
Sherman W. Cole                                   J. Darcy Domoney
Director                                          Director


/s/ Donald V. Meyer                               /s/ Larry V. Bailey
----------------------------------                ------------------------------
Donald V. Meyer                                   Larry V. Bailey
Director                                          Director, President and CEO


/s/ James J. Casaert
----------------------------------
James J. Casaert
Vice President and Treasurer
(Principal Accounting Officer)



<PAGE>

                      Certification Pursuant to Section 302
                        of the Sarbanes-Oxley Act of 2002

     I, Larry V. Bailey,  President and Chief Executive  Officer of First Kansas
Financial Corporation (the "Company"), hereby certify that:

1.   I have  reviewed  the  Annual  Report  on Form  10-KSB  for the year  ended
     December 31, 2002, of the Company;

2.   Based on my knowledge,  the report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made, not misleading with respect to the period covered by the report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in the report, fairly present in all material respects
     the  financial  condition,  results  of  operations  and cash  flows of the
     Company as of, and for, the periods presented in the report;

4.   The  Company's  other  certifying   officer  and  I  are  responsible   for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rule 13a-14(c)) for the Company and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material   information   relating  to  the  Company,   including   its
          consolidated  subsidiaries,  is made known to me by others  within the
          Company,  particularly  during the period in which the report is being
          prepared;

     (b)  evaluated the effectiveness of the Company's  disclosure  controls and
          procedures as of a date within 90 days prior to the filing date of the
          report (the "Evaluation Date"); and

     (c)  presented in the report my conclusions  about the effectiveness of the
          disclosure  controls and  procedures  based on my evaluation as of the
          Evaluation Date;

5.   The Company's other certifying  officer and I have disclosed,  based on our
     most recent  evaluation,  to the Company's auditors and the audit committee
     of Company's board of directors:

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process,  summarize and report  financial data and have identified for
          the Company's  auditors any material  weaknesses in internal controls;
          and

     (b)  any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls; and

6.   The Company's other  certifying  officer and I have indicated in the report
     whether  there were  significant  changes in internal  controls or in other
     factors that could significantly affect internal controls subsequent to the
     date of our most recent  evaluation,  including any corrective actions with
     regard to significant deficiencies and material weaknesses.


Date: March 12, 2003                       /s/ Larry V. Bailey
      ---------------                      -------------------------------------
                                           Larry V. Bailey
                                           President and Chief Executive Officer

<PAGE>


                      Certification Pursuant to Section 302
                        of the Sarbanes-Oxley Act of 2002

     I,  James J.  Casaert,  Vice  President  and  Treasurer,  of  First  Kansas
Financial Corporation (the "Company"), hereby certify that:

1.   I have  reviewed  the  Annual  Report  on Form  10-KSB  for the year  ended
     December 31, 2002, of the Company;

2.   Based on my knowledge,  the report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made, not misleading with respect to the period covered by the report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in the report, fairly present in all material respects
     the  financial  condition,  results  of  operations  and cash  flows of the
     Company as of, and for, the periods presented in the report;

4.   The  Company's  other  certifying   officer   and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rule 13a-14(c)) for the Company and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material   information   relating  to  the  Company,   including   its
          consolidated  subsidiaries,  is made known to me by others  within the
          Company,  particularly  during the period in which the report is being
          prepared;

     (b)  evaluated the effectiveness of the Company's  disclosure  controls and
          procedures as of a date within 90 days prior to the filing date of the
          report (the "Evaluation Date"); and

     (c)  presented in the report my conclusions  about the effectiveness of the
          disclosure  controls and  procedures  based on my evaluation as of the
          Evaluation Date;

5.   The Company's other certifying  officer and I have disclosed,  based on our
     most recent  evaluation,  to the Company's auditors and the audit committee
     of Company's board of directors:

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process,  summarize and report  financial data and have identified for
          the Company's  auditors any material  weaknesses in internal controls;
          and

     (b)  any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls; and

6.   The Company's other  certifying  officer and I have indicated in the report
     whether  there were  significant  changes in internal  controls or in other
     factors that could significantly affect internal controls subsequent to the
     date of our most recent  evaluation,  including any corrective actions with
     regard to significant deficiencies and material weaknesses.



Date: March 12, 2003                       /s/ James J. Casaert
      ---------------                      -------------------------------------
                                           James J. Casaert
                                           Vice President and Treasurer