U.S. Securities and Exchange Commission
                     Washington, D.C.  20549

                            Form 10-KSB

(Mark One)

     [  ]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
     For the fiscal year ended


     [X]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
     For the transition period from March 1, 2000 to December 31, 2000

     Commission file number          000-24498


                   THE BANC STOCK GROUP, INC.

         (Name of small business issuer in its charter)

           Florida                              65-0190407
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)

              1105 Schrock Road, Suite 437, Columbus, Ohio 43229
             (Address of principal executive offices)    (Zip Code)
                 Issuer's telephone number    (614) 848-5100

     Securities registered under Section 12(b) of the Exchange Act:

     Title of each class      Name of each exchange on which registered



     Securities registered under Section 12(g) of the Exchange Act:

                    Class A Common Stock, no par value
                            (Title of class)


                            (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 is not 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 ($178,300)*
     * See Consolidated Statement of Operations on page 21.

State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days.  (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)

As of January 31, 2001:   8,092,043 Shares of Class A Common Stock
          @ Bid of     $1.6875  = $13,655,323
          @ Asked of   $1.7500  = $14,161,075

State the number of shares outstanding of each of the issuer's
classes of common equity, as of January 31, 2001:
          Class A Common Stock: 8,651,144 shares

Transitional Small Business Disclosure Format (check one):
     Yes  X         No

                            PART I
ITEM 1:   Description of Business

General

The Banc Stock Group, Inc. (the Company) is a Florida corporation
incorporated in April, 1990.  The Company has two subsidiary
operating companies.

Diamond Hill Capital Management, Inc., (DHCM), an Ohio
corporation, formerly Heartland Advisory Group, Inc., is a
wholly-owned subsidiary of the Company and a registered
investment adviser.  DHCM is the Investment Adviser to the
Diamond Hill Focus Fund, (symbol DIAMX), and the Diamond Hill
Small Cap Fund, open-end mutual funds, and offers advisory
accounts to institutional and individual investors.  DHCM was
also the Investment Adviser to The Banc Stock Group Fund, an
open-end mutual fund, through November 30, 2000.

Banc Stock Financial Services, Inc. (BSFS), an Ohio corporation,
is a wholly-owned subsidiary of DHCM and a broker-dealer
specializing in the trading of bank stocks.  BSFS is registered
with the Securities and Exchange Commission and the securities
commissions of thirty states, including Ohio, and is a member of
the National Association of Security Dealers (NASD).  BSFS trades
securities on a fully-disclosed basis and clears customer
transactions through an unaffiliated broker-dealer which also
maintains the customer accounts.  BSFS is also a registered
investment adviser specializing in securities in the financial
services sector and offers advisory accounts to institutional and
individual investors.  Effective November 30, 2000, BSFS became
the Investment Adviser to The Banc Stock Group Fund (symbol
BANCX).

Buckeye Bancstocks, Inc., was an Ohio corporation established in
1977 and a wholly-owned subsidiary of the Company formed to act
as an intrastate broker-dealer trading primarily in Ohio bank
stocks.  Buckeye Bancstocks, Inc., was dissolved on May 31, 2000.

The Company operates primarily as a holding company with
investment advisory services provided by DHCM and BSFS and
broker-dealer operations conducted by BSFS. The Company maintains
a trading portfolio, primarily composed of securities in the
financial services sector, to support the various activities of
its subsidiaries, such as market making.  References to the
Company also include references to DHCM and BSFS.

With the change in executive management in May of 2000, the
Company has shifted its emphasis from its traditional investment
related activities through its BSFS subsidiary, to the investment
advisory services of its DHCM subsidiary.  DHCM manages
portfolios of stocks representing interests in entities operating
in various economic sectors, as opposed to a portfolio of bank
stocks only.  Staffing and costs associated with this shift and
the various marketing initiatives at DHCM are expected to
negatively impact the Company through calendar year 2001.
Management believes that this process is necessary in order to
achieve a critical threshold of assets under management to
support operations in the future.  However, there can be no
assurance that the Company will be able to achieve the critical
threshold of assets under management to support future
operations.

Investment Advisory Activities

DHCM executes its investment strategies through fundamental
research intended to identify companies with good growth
prospects, and then calculates their intrinsic values with a
proprietary valuation model.  DHCM works with a variety of
categorizations; such as, large or small cap, growth or value.
DHCM evaluates a company's prospects based upon its current
business and financial positions, and makes five-year forecasts
of the fundamentals, including a terminal valuation assumption
using proprietary models.

Current portfolio products managed by DHCM are Focus Equity, Small
Cap Equity, Core Equity and balanced portfolios of stocks and bonds.

The Focus Equity product is comprised of approximately 20 stocks
which are also included in the Small Cap  Equity and Core Equity
products.  These stocks are selected to comprise the Focus Equity
portfolio based on the portfolio manager's view of their
attractiveness.  The Focus Equity product is offered to investors
in a variety of formats depending on the size and structure of the
client's account; separately managed accounts, "wrap programs" or
investment in the Diamond Hill Focus Fund ("DIAMX").

The Small Cap Equity product is offered on a separate account
basis, through "wrap programs" and through a mutual fund, the
Diamond Hill Small Cap Fund.  The Core Equity product is offered on
a separate account basis and through "wrap programs."

All of the products are related to each other in the following
ways.  First, the stocks come from the same universe of the S&P
1500 combined with the Russell 3000.  The Core Equity portfolio is
constructed by selecting approximately 30 to 50 stocks, at least
65% of which are among the largest 300 ("large cap") stocks, which
currently means securities of companies with market capitalization
greater than $5 billion.  The remaining stocks in the portfolio (up
to 35% of the 30 to 50 stocks) may or may not be small cap
securities.  The Small Cap Equity product is constructed by
selecting approximately 30 to 50 stocks, at least 65% of which are
securities of companies with market capitalization less than $5
billion.

Typically, an account with less than $100,000 is invested in the
applicable mutual fund.  Clients investing $100,000 to $1 million
typically are managed in "wrap programs" where the investor pays a
fee, based on assets under management, for a variety of financial
products and for investment advisory and management services,
brokerage services, including commissions, and other related
services.  DHCM receives a portion of the "wrap fee" for managing
the investor's assets.  DHCM currently participates in wrap
programs with BSFS, McDonald Securities, and Synovus Securities.
Client accounts that are greater than $1 million are separately
managed and may be in a "wrap program" or directly served by DHCM
with a variety of banks and brokerage firms acting as custodian for
each client account.

DHCM has a marketing staff that develops business with clients
through direct contact or strategic alliances.  The primary
geographic area is central Ohio, with current efforts outside this
area on an opportunistic basis.

DHCM currently relies upon existing relationships where prospects
have knowledge sufficient to have confidence in DHCM's policies.
Many of these relationships are with former clients/contacts of
DHCM associates.  High net worth individuals, retirement plans, and
charitable foundations are the categories of clients DHCM expects
to develop.  Alliances with brokers, consultants, legal and
financial advisors, and selected individuals constitute a large
part of the business development effort.

The financial services sector product, principally community and
regional bank stocks, are offered through The Banc Stock Group Fund
(BANCX) and separately managed accounts.  BSFS provides this
product to both individual and institutional accounts.  BSFS
compiles extensive research on community and regional banks.  BSFS
evaluates profit potential of these banks over one, three, five and
ten year horizons.  BSFS develops a Bank Presentation or Profile
which highlights: financial performance, peer group comparison, and
geographic and demographic market factors.

Market Making and Brokerage Activities

Historically, the Company's brokerage subsidiaries have specialized
in community and regional bank stocks, selecting those bank stocks
which BSFS believes to be most likely to show an increase in value
over both the short and the long term.  Market making and trading
has been done primarily through  BSFS.

Competition

Competition in the area of investment management services and
mutual funds is intense and includes investment management firms,
broker-dealers, banks and insurance companies.  Many competitors
are better known than the Company, are better capitalized, offer a
broader range of investment products and have more offices,
employees and sales representatives.  The Company competes
primarily on the basis of investment philosophy, performance and
customer service.

Trading Portfolio

Through BSFS, the Company buys positions, primarily  in banks, with
an intent to resell such shares.  Any stock bought for the trading
portfolio will typically be resold, either at wholesale (to other
brokers) or at retail to clients of BSFS.  The Company acquires
securities from a variety of sources including other brokers,
individuals, estates and bank trust departments.  The Company
maintains margin accounts with broker-dealers.  These margin
accounts are secured by the respective  securities held by broker-dealers.

Regulation

The securities industry is subject to extensive regulation under
both federal and state laws.  The principal purpose of regulation
of investment advisors and broker-dealers is the protection of
retail investors in the securities markets rather than protection
of stockholders of investment advisors and broker-dealers.  The SEC
is the federal agency charged with the administration of federal
securities laws.  The Ohio Division of Securities is charged with
the administration and enforcement of the Ohio Securities Act.
Much of the regulation of broker-dealers which do business on an
interstate basis has been delegated by the SEC to self-regulatory
organizations, principally the NASD and the national securities
exchanges.  These self-regulatory organizations adopt rules (which
are subject to approval by the SEC) which govern the industry and
conduct periodic examinations of member broker-dealers.  Investment
advisors are subject to regulation by the SEC and state securities
commissions in the states in which they are registered.

The regulations to which broker-dealers are subject cover all
aspects of the securities business, including sales methods,
trading practices among broker-dealers, capital structure of
securities firms,  record keeping and the conduct of directors,
officers and employees.  Additional legislation, changes in rules
promulgated by regulatory organizations or changes in the
interpretation or enforcement of existing laws and rules often
affect directly the method of operation and profitability of
broker-dealers.  In addition, securities regulators may conduct
administrative proceedings which can result in censure, fine,
suspension or expulsion of a broker-dealer, its officers or
employees.

DHCM and BSFS each operate in this highly regulated environment and
are subject to examination and licensing requirements by federal
and state authorities.  BSFS is subject to regulation by the SEC
and the state securities regulatory agencies in the states in which
it operates; BSFS also is a member of the NASD.  DHCM and BSFS are
registered investment advisers and subject to regulation by the SEC
pursuant to the Investment Advisers Act of 1940.

Companies that control banking subsidiaries must register as Bank
Holding Companies, pursuant to the Bank Holding Company Act of 1956
(the "Bank Holding Company Act").  A company is considered to be in
control of a bank if (a) the company directly or indirectly
controls or has the power to vote 25% or more of any class of
voting securities of a bank; (b) the company controls in any manner
the election of a majority of directors or trustees of a bank; or
(c) the Federal Reserve Board determines, after notice and
opportunity for hearing, that the company directly or indirectly
exercises a controlling influence over the management or policy of
a bank.  Companies that hold less than 5% of the stock of a bank
are deemed not to be in control of such bank.  Neither the Company
nor any of its subsidiaries controls the election of any directors
or trustees to any of the banks in which they own an interest, nor
do they own in excess of 5% of the voting securities in any bank in
which they make a market.  Violation of the Bank Holding Company
Act could subject the Company to fines and penalties.  The Company
will endeavor to remain outside of the purview of the Bank Holding
Company Act.

Employees

The Company currently has 17 full-time employees, none of whom are
members of a union, and one independent contractor (a general
securities representative).  The Company generally believes that
its relationship with employees is good.

SEC Filings

A Form 8-K dated December 15, 2000 was filed to report the change
in the Company's fiscal year-end to December 31 from the last day
of February.  Therefore, this Form 10-KSB transition report is
being filed for the ten month transition period from March 1, 2000,
through December 31, 2000.  The Company files Forms 10-KSB annually
with the SEC and files Forms 10-QSB after each of the first three
fiscal quarters.

The public may read and copy any materials the Company files with
the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549.  The public may obtain information on
the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at
(http://www.sec.gov).

The Company will distribute copies of this Form 10-KSB to
shareholders in lieu of preparing a separate annual report.

ITEM 2:        Description of Property

The Company leases a total of approximately 7,600 square feet of
office space in an office complex at 1105 Schrock Road, Suite 437,
Columbus, Ohio 43229, from an unaffiliated third party for an
aggregate current monthly rental of approximately $10,400.  This
lease expires July 31, 2002.  Even though this space is adequate
for current and anticipated needs, the Company is in the process of
evaluating a more strategic location in downtown Columbus, Ohio.

ITEM 3:        Legal Proceedings

The Company is not engaged in any litigation, other than routine
litigation that is incidental to its business.


ITEM 4:        Submission of Matters to a Vote of Security Holders

There were no matters submitted during the most recent quarter to
a vote of security holders.

                              PART II

ITEM 5:        Market for Common Equity and Related Stockholder Matters

The Company's Class A Common Stock trades on the NASDAQ SmallCap
Market under the symbol BSGK.  The range of high and low bid
information for each quarter since March 1, 1999 and the month of
December 2000 are shown below:

Beginning Date      Ending Date           High Bid  Low Bid

March 1, 1999       May 31, 1999        $  6.0000 $  3.5000
June 1, 1999        August 31, 1999     $  5.3125 $  3.0000
September 1, 1999   November 30, 1999   $  3.8750 $  2.5000
December 1, 1999    February 29, 2000   $  3.3750 $  2.0000
March 1, 2000       May 31, 2000        $  2.7500 $  1.6250
June 1, 2000        August 31, 2000     $  2.7500 $  1.0625
September 1, 2000   November 30, 2000   $  2.3125 $  1.5000
December 1, 2000    December 31, 2000   $  2.0000 $  1.6875

The source of this bid information is Bloomberg L.P.  These
quotations reflect inter-dealer prices, without retail markup,
markdown or commissions and may not represent actual transactions.
In addition, due to the relatively "thin" market in the Company's
Class A Common Stock, quoted prices cannot be considered indicative
of any viable market for such stock.  During the ten month period
ended December 31, 2000, approximately one million shares of the
Company's Class A Common Stock were traded.

As of December 31, 2000, there were approximately 1,350 holders of
record of Class A shares.  The Company has not paid any dividends
during the last two fiscal years and has no present intention of
paying dividends.

ITEM 6:        Management's Discussion and Analysis of Financial
               Condition and Results of Operations
General

With the change in executive management in May of 2000, the Company
has shifted its emphasis from its traditional investment related
activities through its BSFS subsidiary, to the investment advisory
services of its DHCM subsidiary.  DHCM manages portfolios of stocks
representing interests in entities operating in various economic
sectors, as opposed to a portfolio of bank stocks only.  Staffing
and costs associated with this shift and the various marketing
initiatives at DHCM are expected to negatively impact the Company
through calendar year 2001.  Management believes that this process
is necessary in order to achieve a critical threshold of assets
under management to support operations in the future.  However,
there can be no assurance that the Company will be able to achieve
the critical threshold of assets under management to support future
operations.

Forward-looking Statements

Throughout this discussion, the Company may make forward-looking
statements relating to such matters as anticipated operating
results, prospects for achieving the critical threshold of assets
under management, technological developments, economic trends
(including interest rates and market volatility), expected
transactions and acquisitions and similar matters.  While the
Company believes that the assumptions underlying its forward-looking
statements are reasonable, any of the assumptions could
prove to be inaccurate, and accordingly, the actual results and
experiences of the Company could differ materially from the
anticipated results or other expectations expressed by the Company
in its forward-looking statements.  Factors that could cause such
actual results or experiences to differ from results discussed in
the forward-looking statements include, but are not limited to:
economic conditions; volatility and direction of interest rates or
market values of trading securities; governmental legislation and
regulation; and other risks identified, from time-to-time in the
Company's other public documents on file with the SEC.

Ten Months Ended December 31, 2000, Compared to Fiscal Year Ended
February 29, 2000

Revenues and trading gains and losses for the ten months ended
December 31, 2000 decreased to negative revenues and trading
losses of $178,300 compared to positive revenue of $3,266,610 for
the year ended February 29, 2000.  This decrease results primarily
from decreases in revenue from trading profits (losses), management
fees and commissions and investment banking fees.

Trading losses were $1,514,185 for the ten months ended December
31, 2000 compared to trading losses of $227,972 for the year ended
February 29, 2000.  These trading losses resulted primarily from
decreases in market values of financial services sector securities.
Market values in the small-capitalization banking sector
experienced a significant correction in the second fiscal quarter
of 1998 and have not recovered  through December 31, 2000.  The
trading portfolios of the Company and its subsidiaries have been
reduced significantly by liquidation, and management is unable to
predict how future fluctuations in market values will impact the
performance of the Company's remaining trading portfolios.

The Company generated management fees and commission revenue of
$967,979 for the ten months ended December 31, 2000 compared to
$2,506,216 for the year ended February 29, 2000, a decrease of 61%.
The decrease is primarily attributable to depressed market values
in the community banking sector securities which reduced asset
values on which management fees are based.  Depressed market values
also caused some customers to close their accounts and reduced the
buying and selling activity in commission generating retail
accounts.  DHCM has initiated a program to attempt to gather assets
under management and to invest client assets in more diverse
economic sectors to reduce the impact of the decreases in the
market value of community banking sector securities.

Revenues from investment banking for the ten months ended December
31, 2000 decreased to $32,982 compared to $649,431 for the year
ended February 29, 2000, a decrease of 95%.  Because of the
weakness in the regional and community banking sector, the Company
has not engaged in any investment banking transactions since
November 1999.  There are no investment banking engagements in
progress and none are being pursued.

Operating expenses for the ten months ended December 31, 2000
decreased to $3,561,295 compared to $4,016,141 for the year ended
February 29, 2000, a decrease of 11%.  This decrease is less than
expected for comparing a ten month period to a twelve month period.
A large portion of this variance results from the write-off of
goodwill related to Buckeye Bancstocks, Inc., a wholly-owned
subsidiary of the Company, that was liquidated in May 2000, and the
write off of the investment in ShareholderOnline, Inc., (discussed
more fully below).  Brokers' commission expenses decreased to
$490,556 for the ten months ended December 31, 2000 compared to
$1,211,532 for the year ended February 29, 2000, a decrease of 60%.
The decrease in commission expenses is related to the decrease in
investment banking activities and the management fees and
commission revenue discussed above.  Additionally, in conjunction
with the Company's shift in emphasis from its traditional
investment related activities through its BSFS subsidiary, to the
investment advisory services of its DHCM subsidiary, the Company
arranged for its retail broker representatives to be employed by an
unaffiliated broker-dealer.  This transaction was completed in
early December 2000, contributing to the reduction of brokers'
commission expense.  Salaries, benefits, and payroll taxes
increased to $1,179,994 for the ten months ended December 31, 2000
compared to $1,075,286 for the year ended February 29, 2000, an
increase of 10%, notwithstanding the shorter period.  Salaries
include compensation expense of $87,750 relating to stock warrants
issued to the newly recruited President of the Company.  In
addition, personnel have been hired to position DHCM for the
anticipated growth of assets under management.   Professional fees
decreased to $374,893 for the ten months ended December 31, 2000
compared to $450,754 for the year ended February 29, 2000, a
decrease of 17%, generally in line with expectations for the
shorter period.  Interest expense decreased to $6,642 for the ten
months ended December 31, 2000 compared to $10,106 for the year
ended February 29, 2000, a decrease of 34%.  This decrease resulted
from a reduction of margin positions with broker-dealers.  General
and administrative expenses decreased to $828,428 for the ten
months ended December 31, 2000 compared to $1,268,463 for the year
ended February 29, 2000, a decrease of 35%.  This decrease resulted
from reductions of a broad range of expenses including,
advertising, investment banking expenses, printing, travel,
supplies, and postage and delivery costs.

ShareholderOnline, Inc., an Ohio corporation attempting to
establish an electronic stock information service and alternative
trading system, was under common management with the Company
through April 27, 2000.  Because of the common management, the
Company's 16% ownership investment in ShareholderOnline, Inc., was
accounted for on the equity method of accounting through the end of
April 2000.  During 1999, ShareholderOnline, Inc., formalized its
plans to raise additional capital to launch its operations.  Also,
the Boards of Directors of the Company and ShareholderOnline, Inc.,
recognized that separate management was required to effectively
execute ShareholderOnline Inc.'s business plan, and on April 27,
2000, the President and CEO of ShareholderOnline, Inc., resigned
his positions with the Company to devote his full attention to
ShareholderOnline, Inc.  During 2000, ShareholderOnline, Inc.,
began pursuing separate investment and financing alternatives.  The
use of the equity method of accounting for the investment in
ShareholderOnline, Inc., was discontinued as of May 1, 2000. The
Company recognized equity in the net losses of ShareholderOnline,
Inc., of $60,680 for the ten months ended December 31, 2000,
compared to losses of $176,040 for the year ended February 29, 2000.

The President and CEO of ShareholderOnline, Inc., subsequently
resigned his positions with ShareholderOnline, Inc., effective
October 19, 2000.  Because of ShareholderOnline Inc.'s unsuccessful
attempts to raise additional capital through December 31, 2000, the
Company has written off its investment in ShareholderOnline, Inc.
This resulted in a write down of $371,037 including the Company's
investment account balance in, and accounts receivable balances
from, ShareholderOnline, Inc.

Fiscal Year Ended February 29, 2000, Compared to Fiscal Year Ended
February 28, 1999

Revenues and trading gains and losses for the year ended February
29, 2000 decreased to $3,266,610 compared to $3,802,353 for the
year ended February 28, 1999, a decrease of 14%.  This decrease
results primarily from a decrease in management fees and
commissions.

Trading losses were $227,972 for the year ended February 29, 2000
compared to trading losses of $824,710 for the year ended February
28, 1999.  This trading loss is a direct result of the depressed
market values in the small-capitalization banking sector which
started late in the first fiscal quarter of the year ending
February 28, 1999 and continued throughout the year ended February
29, 2000.  While management of the Company believes that its
investment strategies remain sound, the Company's trading
portfolios are subject to fluctuations based on world wide equity
markets, and specifically, to volatility in the banking sector.
Management is unable to predict how future fluctuations will impact
the performance of its trading portfolios.

Management fees and commission revenue of $2,506,216 was generated
for the year ended February 29, 2000, primarily by Banc Stock
Financial Services, Inc. (BSFS), the Company's NASD broker-dealer
subsidiary.  This compares to $3,411,890 of commission revenue for
the year ended February 28, 1999, a decrease of 27%.  This decrease
results from the depressed market values in the small-capitalization
banking sector which has reduced the asset base on
which management fees are applied and reduced retail trading volume
which generates commission revenue.

During the year ended February 29, 2000, the Company generated
revenue of $649,431 from investment banking activities compared to
$971,158  for the year  ended February 28, 1999, a decrease of 33%.
This decrease also results from the depressed market values in the
small-capitalization banking sector which causes fewer bank
formations and fewer secondary stock offerings.

Operating expenses for the year ended February 29, 2000 decreased
to $4,016,141 compared to $4,229,443 for the year ended February
28, 1999, a decrease of 5%.  Brokers' commission expenses decreased
to $1,211,532 for the year ended February 29, 2000 compared to
$1,910,160 for the year ended February 28, 1999, a decrease of 37%.
The decrease in commission expenses is related to the decrease in
investment banking activities and the management fees and
commission revenue discussed above.  Salaries, benefits, and
payroll taxes increased to $1,075,286 for the year ended February
29, 2000 compared to $678,786 for the year ended February 28, 1999,
an increase of 58%.  This increase reflects management's decision
to increase staffing levels to diversify revenue sources in the
future.  Accrued incentive compensation was zero for both years.
Incentive compensation was not accrued because of the net losses.
Professional fees decreased to $450,754 for the year ended February
29, 2000 compared to $468,550 for the year ended February 28, 1999,
a decrease of 4%.  Interest expense decreased to $10,106 for the
year ended February 29, 2000 compared to $57,135 for the year ended
February 28, 1999, a decrease of 82%.  This decrease results from
a reduction of margin positions with broker-dealers.  General and
administrative expenses increased to $1,268,463 for the year ended
February 29, 2000 compared to $1,114,812 for the year ended
February 28, 1999, an increase of 14%.  This increase relates
primarily to additional costs for NASDAQ and other data services.

Equity in ShareholderOnline's earnings was a loss of $176,040 for
the year ended February 29, 2000 compared to a loss of $52,070 for
the year ended February 28, 1999.  ShareholderOnline's loss is
attributable to the depressed market values in the small-capitalization
banking sector which continued throughout the year.
These conditions affected the market value of ShareholderOnline's
portfolio of community bank stocks.  Effective December 2, 1999,
the name was changed from Shareholderdirect.com, Inc., to
ShareholderOnline, Inc., formerly named The Banc Stock Exchange of
America, Inc.

Liquidity and Capital Resources

Approximately 34% of the value of the Company's trading portfolio
is comprised of small capitalization bank stocks which are thinly
traded and there can be no assurance that active markets will
develop.  The failure of such markets to develop could negatively
affect the Company's operations and financial condition.
Approximately 66% of the Company's trading portfolio is readily
marketable.  Investments in securities traded on national
securities markets and securities not traded on national securities
markets, but with readily ascertainable market values, are valued
at market value.  Other securities for which market quotations are
not readily available, due to infrequency of transactions, are
valued at fair value as determined in good faith by management of
the Company.  While management employs objective criteria to
ascertain these values, there is no independent benchmark by which
the values assigned by management can be judged.  Accordingly, the
value of these securities may be overstated.

As of December 31, 2000, the Company had working capital of
approximately $9,000,000 compared to $11,110,000 at February 29,
2000.  Working capital includes cash, securities owned and accounts
and notes receivable, net of all liabilities.  The Company has no
long term debt.

BSFS, under a correspondent agreement with its clearing broker, has
agreed to indemnify the clearing broker from damages or losses
resulting from customers' transactions.  The Company is, therefore,
exposed to off-balance sheet risk of loss in the event that
customers are unable to fulfill contractual obligations.  The
Company manages this risk by requiring customers to have sufficient
cash in their account before a buy order is executed and to have
the subject securities in their account before a sell order is
executed.  The Company has not incurred any losses from customers
being unable to fulfill contractual obligations.

BSFS provides investment management services to an agency of the
State of Ohio.  In conjunction with these services, BSFS has agreed
to indemnify the agency against losses resulting from violations of
the investment management agreement entered into with the agency or
violations of fiduciary duties under applicable law.

In the normal course of business, BSFS is a market maker for a
limited number of community bank stocks and quotes bid and ask
prices for those stocks.  In the event of sudden price movements,
BSFS may be required to honor a quote at an undesirable price.
BSFS attempts to control this risk by monitoring markets closely
and updating quotes as required, and generally limits its quotes to
100 or 200 shares of a given bank stock.

In the normal course of business, the Company may sell securities
it has not yet purchased (short sales) for its own account, and may
write options.  The establishment of short positions and option
contracts exposes the Company to off-balance sheet market risks in
the event prices change, as the Company may be obligated to cover
such positions at a loss.

At December 31, 2000, the Company had no short security positions,
had not written any option contracts, and did not own any options.
The Company did not experience any credit losses due to the failure
of any counterparties to perform during the ten months ended
December 31, 2000.  Senior management of the Company is responsible
for reviewing trading positions, exposures, profits and losses,
trading strategies and hedging strategies on a daily basis.

The Company's most significant industry concentration, which arises
within its normal course of business activities, is with financial
institutions for securities transactions.

The Company's net cash balance increased $541,957 during the ten
months ended December 31, 2000.  Net cash provided by operating
activities was $151,213.  The primary source of this cash flow
results from the sale of securities in the trading portfolio.

Investing activities provided $2,670 of cash during the ten months
ended December 31, 2000, primarily from the disposal of computer
equipment.

Financing activities provided $388,074 of cash during the ten
months ended December 31, 2000, primarily from the sale of treasury
stock.

The cash balance increased $2,568,939 during the year ended
February 29, 2000.  Net cash provided by operating activities was
$2,589,686.  The primary source of this cash flow results from the
sale of securities in the trading portfolio.

Investing activities used $57,157 of cash during the year ended
February 29, 2000 with the primary use being the purchase of office
equipment and furniture.

Financing activities provided $36,410 of cash during the year ended
February 29, 2000 primarily due to advances from affiliates and the
exercise of stock options.

The operations of the Company are funded primarily by investment
management fees and revenue from the trading portfolio.  Management
believes that the Company's existing resources, including available
cash and cash provided by operating activities, will be sufficient
to satisfy its working capital requirements in the foreseeable
future.  However, no assurance can be given that additional funds
will not be required.  To the extent that returns on investments
are less than anticipated, or expenses are greater than
anticipated, the Company may be required to reduce its activities,
liquidate inventory or seek additional financing.  Further, this
additional financing may not be available on acceptable terms, if
at all.  No significant capital expenditures are expected in the
foreseeable future.

Impact of Inflation and Other Factors

The Company's operations have not been significantly affected by
inflation.  The Company's trading portfolios of equity securities,
primarily in the community banking sector, are carried at current
market values.  Therefore, the Company's profitability is affected
by general economic and market conditions, including volatility in
the banking sector, the volume of securities trading and
fluctuations in interest rates.

The Company's business is also subject to government regulation and
changes in legal, accounting, tax and other compliance
requirements.  Changes in these regulations may have a significant
effect on the Company's operations.

The Revenue Reconciliation Act of 1993 includes Mark-to-Market
Rules which essentially require securities dealers to include
unrealized gains on their trading portfolios, in taxable income for
income tax purposes. Accordingly, these Rules have a materially
adverse impact on the Company's cash flow because tax payments are
greater than would otherwise be required.

ITEM 7:        Financial Statements

                   THE BANC STOCK GROUP, INC.

                CONSOLIDATED FINANCIAL STATEMENTS
          FOR THE TEN MONTHS ENDED DECEMBER 31, 2000
              AND THE YEAR ENDED FEBRUARY 29, 2000

        TOGETHER WITH REPORT OF INDEPENDENT ACCOUNTANTS

               Report of Independent Accountants

To the Board of Directors of
The Banc Stock Group, Inc.:

In our opinion, the accompanying consolidated statement of financial
condition and the related consolidated statements of operations,
statements of cash flows, and statements of changes in shareholders'
equity present fairly, in all material respects, the financial
position of The Banc Stock Group, Inc. and its subsidiaries at
December 31, 2000 and February 29, 2000, and the results of their
operations and their cash flows for the periods then ended in
conformity with accounting principles generally accepted in the United
States of America.  These financial statements are the responsibility
of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits.  We
conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.

PricewaterhouseCoopers LLP
Columbus, Ohio
February 27, 2001

THE BANC STOCK GROUP, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 2000



ASSETS
Cash                                                        $    3,443,228
Trading portfolio:
     Marketable equity securities, at market value               5,001,830
     Not readily marketable equity securities,
       at estimated fair value                                     124,488
Mortgage participation notes, at market value                      223,500
Accounts receivable:
     Affiliates                                                     23,535
     Pending settlements and other                                 158,011
     Refundable income taxes                                       511,217
Property and equipment, net of accumulated
  depreciation of $267,899                                         146,171
Deposits and other                                                 188,637

          Total assets                                      $    9,820,617

LIABILITIES

Accounts payable to broker-dealers and other                         1,698
Accrued expenses                                                   427,337

          Total liabilities                                        429,035

SHAREHOLDERS' EQUITY

Preference stock, 150,000,000 shares authorized,                      -
          none issued or outstanding
Common stock:
     Class A, no par value, 150,000,000 shares authorized,
          8,759,862 shares issued and 8,704,512 shares
          outstanding                                             9,562,747
     Treasury stock, at cost
          (55,350 Class A shares)                                   (87,428)
     Deferred compensation                                          (73,150)
Retained earnings                                                   (10,587)

          Total shareholders' equity                              9,391,582

          Total liabilities and shareholders' equity         $    9,820,617

The accompanying notes are an integral part of these consolidated financial
statements.

THE BANC STOCK GROUP, INC. and SUBSIDIARIES
CONSOLIDATED  STATEMENTS OF OPERATIONS
FOR THE TEN MONTHS ENDED DECEMBER 31, 2000 and
YEAR ENDED FEBRUARY 29, 2000



                                               TEN MONTHS            YEAR
                                                  ENDED              ENDED
                                                 12/31/00            2/29/00
REVENUES AND TRADING GAINS and LOSSES:
     Trading losses                        $    (1,514,185)     $    (227,972)
     Management fees and commissions               967,979          2,506,216
     Investment banking                             32,982            649,431
     Dividends                                     288,787            286,419
     Interest and other                             46,137             52,516

 Total revenues and trading gains and losses      (178,300)         3,266,610

EXPENSES:
     Brokers' commission                           490,556          1,211,532
     Salaries, benefits and payroll taxes        1,179,994          1,075,286
     Professional fees                             374,893            450,754
     Interest                                        6,642             10,106
     Write off of goodwill of liquidated
       subsidiary                                  309,745               -
     Write off of investment in
       ShareholderOnline, Inc.                     371,037               -
     General and administrative                    828,428          1,268,463

          Total expenses                         3,561,295          4,016,141

LOSS BEFORE TAXES                               (3,739,595)          (749,531)

INCOME TAX PROVISION (CREDIT)                     (632,500)          (380,000)

LOSS BEFORE EQUITY IN NET EARNINGS
     OF AFFILIATED COMPANY                      (3,107,095)          (369,531)

Equity in net losses of ShareholderOnline, Inc.    (60,680)          (176,040)

NET LOSS                                   $    (3,167,775)     $    (545,571)


     BASIC EARNINGS (LOSS) PER SHARE         $    (0.37)     $    (0.06)
     DILUTED EARNINGS (LOSS) PER SHARE       $    (0.37)     $    (0.06)

The accompanying notes are an integral part of these consolidated financial
statements.

THE BANC STOCK GROUP, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS of CHANGES in SHAREHOLDERS' EQUITY
FOR THE TEN MONTHS ENDED DECEMBER 31, 2000 and YEAR ENDED FEBRUARY 29, 2000

                                                         Retained
                  Class A  Class C Treasury   Deferred   Earnings     Total
                   Amount   Amount  Stock   Compensation (Deficit)
Balance 2/28/99  $9,190,419   -   ($385,403)     -      $3,702,759 $12,507,775

Conversion of
Class C to Class
A (10% per year)       -      -        -         -            -           -

Exercise of stock
options              13,600   -        -         -            -         13,600

Fair value of stock
options and warrants
granted to independent
contractors and
consultants          90,406                                             90,406

Deferred compensation
related to the fair
value of stock options
and warrants granted to
independent contractors
and consultants      22,778                   (22,778)

Net loss for the year  -     -         -         -        (545,571)   (545,571)
Balance 2/29/00   9,317,203  -     (385,403)  (22,778)   3,157,188  12,066,210

Conversion of
Class C to Class
A (10% per year)       -

Stock options and
warrants compensation
expense              68,500  -         -         -            -         68,500

Deferred compensation
related to stock
options and warrants 81,500  -         -      (81,500)        -           -

Amortization of
deferred compensation  -     -         -       31,128         -         31,128

Purchase of treasury
stock                  -     -     (162,981)     -            -       (162,981)

Sale of treasury
stock               95,544   -      460,956      -            -        556,500

Net loss for the
ten months            -      -         -         -      (3,167,775) (3,167,775)

Balance12/31/00 $9,562,747 $ -     ($87,428) ($73,150)    ($10,587) $9,391,582

The accompanying notes are an integral part of these consolidated financial
statements.

THE BANC STOCK GROUP, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS of CASH FLOWS
FOR THE TEN MONTHS ENDED DECEMBER 31, 2000
and YEAR ENDED FEBRUARY 29, 2000

                                                 TEN MONTHS            YEAR
                                                   ENDED               ENDED
                                                  12/31/00            02/29/00
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                  $    (3,167,775)     $    (545,571)
  Adjustments to reconcile net loss
    to net cash provided by operating activities:
    Depreciation and amortization                    60,532             97,659
    Write off of goodwill of liquidated subsidiary  309,745               -
    Stock options and warrants compensation expense  68,500             90,406
    Amortization of deferred compensation            31,128               -
    Deferred taxes                                 (150,500)          (915,500)
    Equity in undistributed losses of
      ShareholderOnline, Inc.                       (20,157)           176,040
    Write off of investment in
      ShareholderOnline, Inc.                       371,037               -
    Unrealized loss                                 469,559          3,020,463
    (Increase) decrease in certain assets-
      Trading profits, net                        1,830,726          1,792,974
      Mortgage participation notes                   26,100            (72,600)
      Accounts receivable clients                    62,922                 30
      Other accounts receivable                     861,071           (748,277)
      Refundable income taxes                      (254,217)          (257,000)
      Other assets                                   43,271             (4,705)
    Increase (decrease) in certain liabilities-
      Unearned commissions                          (94,800)          (172,500)
      Accounts payable to broker-dealers and other  (78,036)            73,147
      Accrued expenses and other                   (217,893)            55,120
    Net cash provided by operating activities       151,213          2,589,686

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                (19,964)           (57,157)
  Disposal of property                               22,634               -
    Net cash provided by (used in) investing
      activities                                      2,670            (57,157)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Exercise of stock options                            -                13,600
  Purchase of treasury stock                       (162,981)              -
  Sale of treasury stock                            556,500               -
  Advances from affiliates                            4,694            599,424
  Advances to affiliates                            (10,139)          (576,614)
    Net cash provided by financing activities       388,074             36,410

NET INCREASE IN CASH                                541,957          2,568,939

CASH, BEGINNING OF PERIOD                         2,901,271            332,332

CASH, END OF PERIOD                          $    3,443,228     $    2,901,271

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for:
          Interest                               $    3,414        $    10,106
          Income taxes                                 -               530,000

The accompanying notes are an integral part of these consolidated financial
statements.

                   THE BANC STOCK GROUP, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2000

(1)  ORGANIZATION AND NATURE OF BUSINESS

The Banc Stock Group, Inc. (the Company) is a Florida corporation
incorporated in April, 1990.  The Company has two subsidiary
operating companies.

Diamond Hill Capital Management, Inc., (DHCM), formerly Heartland
Advisory Group, Inc., is a wholly-owned subsidiary of the Company
and a registered investment adviser.  DHCM is the Investment
Adviser to the Diamond Hill Focus Fund, an open-end mutual fund,
(symbol DIAMX) and offers advisory accounts to institutional and
individual investors.  DHCM was also the Investment Adviser to
The Banc Stock Group Fund, an open-end mutual fund, through
November 30, 2000.

Banc Stock Financial Services, Inc. (BSFS), an Ohio corporation,
is a wholly-owned subsidiary of DHCM and an NASD registered
broker-dealer specializing in the trading of bank stocks
nationwide.  BSFS is registered with the Securities and Exchange
Commission and the securities commissions of thirty states,
including Ohio.  BSFS trades securities on a fully-disclosed
basis and clears customer transactions through an unaffiliated
broker-dealer which also maintains the customer accounts.  BSFS
is also a registered investment adviser and offers advisory
accounts to institutional and individual investors.  Effective
November 30, 2000, BSFS became the Investment Adviser to The Banc
Stock Group Fund (symbol BANCX).

Buckeye Bancstocks, Inc., was an Ohio corporation established in
1977 and a wholly-owned subsidiary of the Company formed to act
as an intrastate broker-dealer trading primarily in Ohio bank
stocks until May 31, 2000, when it was liquidated.

A Form 8-K dated December 15, 2000 was filed to report the change
in the Company's fiscal year-end to December 31 from the last day
of February.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and the reported amounts of revenues
and expenses for the period.  Actual results could differ from
those estimates.  The following is a summary of the Company's
significant accounting policies:

Principles of Consolidation

The accompanying consolidated financial statements include the
operations of the Company, BSFS, DHCM and Buckeye Bancstocks,
Inc.  All material intercompany transactions and balances have
been eliminated in consolidation.

Cash

The Company has defined cash as demand deposits and money market
accounts.

Valuation of Trading Portfolio

Securities and related options traded on national securities
markets and securities not traded on national securities markets,
but with readily ascertainable market values, are valued at
market value.  Other securities for which market quotations are
not readily available, due to infrequency of transactions, are
valued at fair value as determined in good faith by the
management of the Company.  Realized and unrealized gains and
losses are included in trading profits.

Property and Equipment

Property and equipment is carried at cost less accumulated
depreciation.  Depreciation is calculated using the straight-line
method over estimated lives of five to seven years.

Goodwill

The excess purchase price over the fair market value of the net
assets acquired from BSFS is being amortized on a straight line
basis over 20 years.

Revenues

Securities transactions and commissions are accounted for on the
trade date basis.  Dividend income is recorded on the ex-dividend
date and interest income is accrued as earned.  Realized gains
and losses from sales of securities are determined utilizing the
first-in, first-out method (FIFO).  Investment banking revenue is
recorded upon completion of the underwriting.

Earnings Per Share

Basic and diluted earnings per common share are computed in
accordance with Statement of Financial Accounting Standards No.
128, "Earnings per Share."  A reconciliation of the numerators
and denominators used in these calculations is shown below:

                              For the Ten Months Ended December 31, 2000
                               Net Loss        Shares         Per-Share
                              (Numerator)   (Denominator)      Amount
Basic Earnings per Share     $(3,167,775)    8,519,960         $(.37)

Diluted Earnings per Share   $(3,167,775)    8,519,960         $(.37)

                                     For the Year Ended February 29, 2000
                               Net Loss        Shares         Per-Share
                              (Numerator)   (Denominator)      Amount
Basic Earnings per Share     $  (545,571)    8,455,277         $(.06)

Diluted Earnings per Share   $  (545,571)    8,455,277         $(.06)

Stock options and warrants have not been included in the
denominator of the diluted per-share computations because the
effect of their inclusion would be antidilutive.

Investment in ShareholderOnline, Inc.

ShareholderOnline, Inc., an Ohio corporation attempting to
establish an electronic stock information service and alternative
trading system, was under common management with the Company
through April 27, 2000.  Because of the common management, the
Company's 16% ownership investment in ShareholderOnline, Inc.,
was accounted for on the equity method of accounting through the
end of April 2000.  During 1999, ShareholderOnline, Inc.,
formalized its plans to raise additional capital to launch its
operations.  Also, the Boards of Directors of the Company and
ShareholderOnline, Inc., recognized that separate management was
required to effectively execute ShareholderOnline Inc.'s business
plan, and on April 27, 2000, the President and CEO of
ShareholderOnline, Inc., resigned his positions with the Company
to devote his full attention to ShareholderOnline, Inc.  During
2000, ShareholderOnline, Inc., began pursuing separate investment
and financing alternatives.  The use of the equity method of
accounting for the investment in ShareholderOnline, Inc., was
discontinued as of May 1, 2000.  The Company recognized equity in
the net losses of ShareholderOnline, Inc., of $60,680 for the ten
months ended December 31, 2000, compared to losses of $176,040
for the year ended February 29, 2000.

The President and CEO of ShareholderOnline, Inc., subsequently
resigned his positions with ShareholderOnline, Inc., effective
October 19, 2000.  Because of ShareholderOnline's unsuccessful
attempts to raise additional capital through December 31, 2000,
the Company has written off its investment in ShareholderOnline,
Inc.  This resulted in a write off of $371,037 including the
Company's investment account balance and accounts receivable
balances.

Fair Value of Financial Instruments

Substantially all of the Company's financial instruments are
carried at fair value or amounts approximating fair value.
Assets, including accounts receivable, mortgage participation
notes, notes and interest receivable and securities owned are
carried at amounts which approximate fair value.  Similarly,
liabilities, including accounts payable and accrued expenses are
carried at amounts approximating fair value.

(3)  CAPITAL STOCK

Common Stock

Effective December 1, 2000, the Company has only one class of
securities, Class A Common Stock.

Treasury Stock

On July 17, 2000, the Company announced a program to repurchase
up to 2,000,000 shares of its Class A Common Stock through open
market purchases and privately negotiated transactions, if any.
During the ten months ended December 31, 2000, the Company
purchased 102,305 shares for $161,778.  In October 2000, in
conjunction with an appointment to the Board of Directors, the
Company sold 350,000 shares of Class A Common Stock from treasury
to a limited liability company controlled by the newly appointed
Director of the Company at the market price of the shares ($1.59
per share) at the time of the appointment.

Authorization of Preference Stock

The Company's Articles of Incorporation authorize the issuance of
50,000,000 shares of "blank check" preference stock with such
designations, rights and preferences as may be determined from
time to time by the Company's Board of Directors.  The Board of
Directors is empowered, without shareholder approval, to issue
preference stock with dividend, liquidation, conversion, voting,
or other rights which could adversely affect the voting or other
rights of the holders of the Class A Common Stock.

(4)  TRADING PORTFOLIO

Marketable equity securities at December 31, 2000 consist of
securities in the financial services sector at market value, as
follows:
       Traded on national securities markets               $ 3,364,015
       Not traded on national securities
         markets, but with readily ascertainable
         market value                                        1,637,815
               Total marketable equity securities          $ 5,001,830

As of December 31, 2000, the Company had no single investment
security representing 10% or more of its marketable equity
securities.  Securities not readily marketable include securities
for which there is no market on a securities exchange and no
independent publicly quoted market.  These securities at December
31, 2000 were $124,488 at fair value with a cost of $167,900.

(5)  MARGIN ACCOUNTS PAYABLE TO BROKER-DEALERS

The Company had no margin accounts payable to broker-dealers as
of December 31, 2000, or as of February 29, 2000.  These accounts
bear interest at variable rates which approximate the Broker Call
Rate.  These margin accounts are secured by the securities held
by broker-dealers.

(6)  RELATED PARTY TRANSACTIONS

The Company and ShareholderOnline, Inc., were under common
management through April 27, 2000.  Certain expenses were paid by
the Company and allocated to ShareholderOnline, Inc., based upon
predetermined percentages as approved by the officers of the
Company and ShareholderOnline, Inc.  Operating expenses in the
allocation were primarily salaries and benefits.  Total expenses
allocated to ShareholderOnline, Inc.,  were $81,665 for the ten
months ended December 31, 2000 and $164,210 for the year ended
February 29, 2000.

(7)  INCOME TAXES

The Company files a consolidated Federal income tax return.  It
is the policy of the Company to allocate the consolidated tax
provision to subsidiaries as if each subsidiary's tax liability
or benefit were determined on a separate company basis.  As part
of the consolidated group, subsidiaries transfer to the Company
their current Federal tax liability or assets.

The provisions for income taxes for the ten months ended December
31, 2000 and the year ended February 29, 2000 are composed of the
following:

                                         Dec. 31, 2000           Feb. 29, 2000
Current Federal income taxes               $ (482,000)           $   535,500
Deferred Federal income taxes                (150,500)              (915,500)
Provision for income taxes                 $ (632,500)           $  (380,000)

The following schedule reconciles the statutory Federal income
tax rate to the Company's effective tax rate for the ten months
ended December 31, 2000 and the year ended February 29, 2000:

                                         Dec. 31, 2000           Feb. 29, 2000
Statutory Federal income tax rate            (34)%                    (34)%
Prior year provision adjustment                                       (10)
Dividends received deduction                  (2)                     ( 9)
Goodwill amortization                          3                        2
Valuation allowance                           16
Other, net                                                              2
Effective Federal income tax rate            (17)%                    (49)%

Deferred tax assets and liabilities consist of the following at
December 31, 2000 and February 29, 2000:
                                              Dec. 31, 2000     Feb. 29, 2000
Deferred tax benefit of NOL carryforward       $   349,000       $       600
Deferred tax benefit of stock options and
     Warrants compensation                          65,000              -
Deferred tax benefit of investment write down      126,000              -
Deferred tax liabilities on unrealized gains
    on securities owned                             91,000          (151,100)
Valuation allowance                               (631,000)             -
Deferred taxes, net                             $     -            $(150,500)

As of December 31, 2000, the Company and its subsidiaries had net
operating loss (NOL) carry forwards for tax purposes of
approximately $1,000,000.  These NOL's will expire in 2008
through 2020.  Any future changes in control may limit the
availability of NOL carryforwards.

(8)  OPERATING LEASES

The Company leases office space and a vehicle under operating
leases.  Total lease expenses were approximately $106,000 in the
ten months ended December 31,  2000 and $123,000 for the year
ended February 29, 2000.  The future minimum lease payments under
existing leases are as follows:
                                             Amount
                              2001          $129,700
                              2002            73,500
                                            $203,200

(9) EMPLOYEE INCENTIVE PLANS

Incentive Compensation Plan
All full-time executive employees of the Company are eligible to
participate in the Banc Stock Group Incentive Compensation Plan.
The Plan provides that a bonus fund will be established in an
amount equal to 20% of the pre-tax realized profits of the
Company in excess of a 15% pre-tax return on equity.  The amount
of the bonus fund is calculated each fiscal quarter on a
cumulative basis.  The allocation of the bonus fund is to be made
by the President of the Company.  The Company did not incur any
expense under the Plan for the ten months ended December 31, 2000
or for the year ended February 29, 2000.

Stock Option Plan
The Company has a Non-Qualified and Incentive Stock Option Plan
which authorizes the grant of options to purchase an aggregate of
2,500,000 shares of the Company's Class A Common Stock.  The Plan
provides that the Board of Directors, or a committee appointed by
the Board, may grant options and otherwise administer the Option
Plan.  The exercise price of each incentive stock option or
non-qualified stock option must be at least 100% of the fair
market value of the Class A Common Stock at the date of grant,
and no such option may be exercisable for more than 10 years
after the date of grant.  However, the exercise price of each
incentive stock option granted to any shareholder possessing more
than 10% of the combined voting power of all classes of capital
stock of the Company on the date of grant must not be less than
110% of the fair market value on that date, and no such option
may be exercisable more than 5 years after the date of grant.

Effective May 11, 2000, warrants to purchase one million shares
of Class A Common Stock were granted to the newly recruited
President of the Company with exercise prices of $1.60 which
vest, 20% immediately and 20% each year over four years, and
warrants to purchase ten thousand shares of Class A Common Stock
were granted to a Director with exercise prices of $1.75 which
vest immediately.  All of these warrants have ten year terms.

Effective August 10, 2000, options to purchase 100,000 shares of
Class A Common Stock were issued to the President of BSFS with
exercise prices of $1.60 which vest, 20% immediately and 20% each
year over four years, and options to purchase 100,000 shares of
Class A Common Stock were issued to two new employees with
exercise prices of $1.59 which vest 20% each year over five
years.  All of these stock options have ten year terms.

Effective December 18, 2000, options to purchase 50,000 shares of
Class A Common Stock were issued to a new employees with exercise
prices of $1.6875 which vest 20% each year over five years.
These stock options have ten year terms.

The Company applies Accounting Principles Board Opinion 25 and
related Interpretations (APB 25) in accounting for stock options
and warrants issued to employees and Directors.  Accordingly,
compensation cost is recognized based on the intrinsic value of
the stock options or warrants.

Had compensation cost for all of the Company's  stock-based
awards been determined in accordance with FAS 123, the Company's
net income and earnings per share would have been reduced to the
pro forma amounts indicated below:

                                         Ten Months Ended       Year Ended
                                         December 31, 2000   February 29,2000

Net income (loss)          As reported    $(3,167,775)          $  (545,571)
                           Pro forma      $(4,022,901)          $(1,528,850)

Basic earnings per share
                           As reported         $(.37)               $(.06)
                           Pro forma           $(.47)               $(.18)

Diluted earnings per share As reported         $(.37)               $(.06)
                           Pro forma           $(.47)               $(.18)

To make the computations of pro forma results under FAS 123, the
fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions: no dividend yield for all years and
expected lives of ten years. For the ten months ended December
31, 2000, the average expected volatility is 47.44%, and the
average assumed risk-free interest rate is 6.51%.  The options
and warrants granted under these plans are not registered and,
accordingly, there is no quoted market price.

A summary of the status of the Company's stock option and
warrants plans as of December 31, 2000 and February 29, 2000 and
changes during the periods ending on those dates is presented
below:
                                          Options              Warrants
                                               Exercise               Exercise
                                      Shares     Price      Shares      Price
Outstanding March 1,  1999            951,010   $ 6.098     243,000    $ 6.118
Granted                               244,500   $ 3.791     152,000    $ 3.463
Exercised                              (6,400)  $ 2.125
Expired unexercised                    (7,800)  $14.015
Forfeited                              (7,300)  $10.595      (3,000)   $ 4.750
Outstanding February 29, 2000       1,174,010   $ 5.559     392,000    $ 5.099

Exercisable February 29, 2000         829,756   $ 5.126     392,000    $ 5.099

Outstanding March 1, 2000           1,174,010   $ 5.559     392,000    $ 5.099
Granted                               250,000   $ 1.614   1,010,000    $ 1.601
Expired unexercised                   (26,600)  $ 8.528
Forfeited                             (65,400)  $ 5.978
Outstanding December 31, 2000       1,332,010   $ 4.738   1,402,000    $ 2.579

Exercisable December 31, 2000         972,110   $ 5.230     602,000    $ 3.881

Weighted-average fair value
   of options and warrants
   granted during the year,
   computed in accordance
   with FAS 123                                 $ 1.211                $ 1.231

The following table summarizes information about fixed stock
options and warrants outstanding at December 31, 2000:

                                      Options        Warrants
Range of exercise prices                 $14.750        $14.750
Number outstanding                   229,510         70,000
Weighted-average remaining
   contractual life in years               7.359          7.359
Weighted-average exercise price          $14.750        $14.750
Number exercisable                   193,810         70,000

Range of exercise prices         $4.375 - $4.500    $4.440 - $4.500
Number outstanding                   146,500         82,000
Weighted-average remaining
   contractual life in years               8.365          8.361
Weighted-average exercise price           $4.499         $4.499
Number exercisable                    93,300         82,000

Range of exercise prices         $1.590 - $2.875    $1.600 - $2.875
Number outstanding                   956,000      1,250,000
Weighted-average remaining
   contractual life in years               6.560          8.794
Weighted-average exercise price           $2.372         $1.772
Number exercisable                   685,000        450,000

(10)  REGULATORY REQUIREMENTS

BSFS is subject to the uniform net capital rule of the Securities
and Exchange Commission (Rule 15c3-1), which requires that the
ratio of "aggregate  indebtedness" to "net capital" not exceed 15
to 1 (as those terms are defined by the Rule).  BSFS had net
capital of $883,915 as of December 31, 2000, which was in excess
of its required minimum net capital of $100,000.  The  ratio of
aggregate indebtedness to net capital was 0.13 to 1 as of
December 31, 2000.  BSFS is also subject to regulations of the
District of Columbia and thirty states in which it is registered
as a licensed broker-dealer.

DHCM and BSFS are registered investment advisers and subject to
regulation by the SEC pursuant to the Investment Advisors Act of
1940.

(11) CONCENTRATIONS OF CREDIT RISK AND FINANCIAL INSTRUMENTS WITH
         OFF-BALANCE SHEET RISK

BSFS, under a correspondent agreement with its clearing broker,
has agreed to indemnify the clearing broker from damages or
losses resulting from customer transactions.  The Company is,
therefore, exposed to off-balance sheet risk of loss in the event
that customers are unable to fulfill contractual obligations.
The Company manages this risk by requiring customers to have
sufficient cash in their account before a buy order is executed
and to have the subject securities in their account before a sell
order is executed.  The Company has not incurred any losses from
customers unable to fulfill contractual obligations.

BSFS also provides investment management services to an agency of
the State of Ohio.  In conjunction with these services BSFS has
agreed to indemnify the agency against losses resulting from
violations of the investment management agreement entered into
with the agency or violations of fiduciary duties under
applicable law.

In the normal course of business, BSFS is a market maker for a
limited number of community bank stocks, and quotes bid and ask
prices for those stocks.  In the event of sudden price movements,
BSFS may be required to honor a quote at an undesirable price.
BSFS controls this risk by monitoring markets closely and
updating quotes as required and generally limits its quotes to
100 or 200 shares of a given security.

In the normal course of business, the Company periodically sells
securities not yet purchased (short sales) for its own account
and writes options.  The establishment of short positions and
option contracts exposes the Company to off-balance sheet market
risks in the event prices change, as the Company may be obligated
to cover such positions at a loss. At December 31, 2000, the
Company had no short security positions, had not written any
option contracts and did not own any options. The Company did not
experience any credit losses due to the failure of any
counterparties to perform during the ten months ended December
31, 2000.  Senior management of the Company is responsible for
reviewing trading positions, exposures, profits and losses,
trading strategies and hedging strategies on a daily basis.

The Company's significant industry concentration, primarily
through the operations of BSFS, which arises within its normal
course of business activities, is with financial institutions for
bank securities transactions.

(12) SEGMENT INFORMATION

With the change in senior executive management in May of 2000,
the Company has shifted its emphasis from its traditional
investment related activities at its BSFS subsidiary, to the
investment advisory services of its DHCM subsidiary.  In
conjunction with this change in emphasis, the Company redefined
its operating segments effective June 1, 2000. These segments
have been designed to aid the operating decision makers in
deciding how to allocate resources and in assessing performance.
Segment information for prior periods has been restated to
conform to the new segments.

Description of the types of services from which each reportable
segment derives its revenues

The Company has three reportable segments: Diversified Investment
Advisory Services, Brokerage and Bank Stock Investment Advisory
Services and Corporate Portfolio. The  Diversified Investment
Advisory Services segment provides investment advisory services
to the Diamond Hill Focus Fund, an open-end mutual fund, and
offers investment advisory services and accounts to institutional
and individual investors, specializing in diversified, domestic
securities.  The Brokerage and Bank Stock Investment Advisory
Services segment provides investment advisory services to The
Banc Stock Group Fund, an open-end mutual fund, and offers
brokerage, investment banking and investment advisory services
and accounts to institutional and individual investors,
specializing in regional and community bank stocks.  The
Corporate Portfolio segment is represented by revenue generating
investments unrelated to the other operating segments.

Measurement of segment profit or loss and segment assets

The accounting policies of the segments are the same as those
described in the summary of significant accounting policies.  The
Company evaluates performance based on profit or loss from
operations before income taxes.  The Company focuses its
attention on providing services to external customers.

Factors management used to identify the enterprises's reportable
segments

The Company's reportable segments are primarily defined by legal
entities that specialize in different financial products and
services.  Diversified Investment Advisory Services are provided
by DHCM.  Brokerage and Bank Stock Investment Advisory Services
are provided primarily by  BSFS, however, this segment also
includes the results of Buckeye Bancstocks, Inc.  The Corporate
Portfolio segment is managed by the parent Company. These
segments are managed separately because each entity operates in a
different regulatory environment.

Financial information for each reportable segment is shown below.
The Company does not operate, or hold assets, in any foreign
country.  The Company does not have any single customer
generating 10% or more of revenue.

Financial information for the ten months ended December 31, 2000

                                            Brokerage &
                                Diversified Banc Stock
                                 Investment Investment
Revenue from external             Advisory   Advisory  Corporate
  customers:                      Services   Services  Portfolio   Combined
Trading Profits (Losses)          $51,253   ($354,184)($1,211,255)($1,514,185)
Fees & Commissions                160,054     801,285       6,640     967,979
Investment banking                             32,982                  32,982
Dividends                              14      47,555     241,218     288,787
Intersegment revenues
Interest revenue                        5      25,904      24,228      50,137
Interest expense                                3,228       3,414       6,642
Depreciation and
  amortization                     20,480      29,801      10,251      60,532
Segment income (loss)
  before taxes                   (622,232) (1,429,319) (1,075,734) (3,127,285)
Segment assets                  3,170,769   1,295,022   5,354,826   9,820,617
Expenditures for
  segment assets                    7,986       7,986       3,992      19,964


Reconciliation to Consolidated Financial Statements
     Income (loss) before taxes for reportable segments           ($3,127,285)
     Write down of investment in ShareholderOnline, Inc.             (371,037)
     Other corporate expenses                                        (241,273)
     Income (loss) before taxes - Consolidated                    ($3,739,595)

Financial information for the year ended February 29, 2000

                                            Brokerage &
                                Diversified Banc Stock
                                 Investment Investment
Revenue from external             Advisory   Advisory  Corporate
  customers:                      Services   Services  Portfolio   Combined
Trading Profits (Losses)                      $65,477   ($293,449)  ($227,972)
Fees & Commissions                257,592   2,248,624               2,506,216
Investment banking                            649,431                 649,431
Dividends                                      24,271     262,148     286,419
Intersegment revenues
Interest revenue                               22,596      29,920      52,516
Interest expense                                8,351       1,755      10,106
Depreciation and
  amortization                     15,694      74,118       7,847      97,659
Segment income (loss)
  before taxes                   (427,405)   (281,214)    (40,912)   (749,531)
Segment assets                     72,637   2,445,993  10,517,844  13,036,474
Expenditures for
  segment assets                   14,289      35,724       7,144      57,157

ITEM 8:   Changes In and Disagreements With Accountants or
          Accounting and Financial Disclosures

None

                             PART III
ITEM 9:   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange
          Act

As of December 31, 2000, the members of the Company's Board of
Directors,  and the Company's executive officers, each of whom
serves at the direction of the Board, were as follows:

                              Term
Name                    Age   Expires Position
Roderick H. Dillon, Jr. 44         President
Jeffrey C. Barton       54         Vice President & Chief Financial Officer
Sandra L. Quinn         35    2002 Director, Vice President & Corp. Secretary
Larry A. Beres          54    2000 Director
Roger D. Blackwell      60    2002 Director
Richard Desich          61    2000 Director
James G. Mathias        48    2000 Director
David R. Meuse          55         Director
John Rettig             60    2001 Director
Harvey J. Thatcher      67    2002 Director

     Roderick H. Dillon, Jr., was appointed President of the
Company in May 2000.  His responsibilities include general
management of the operating activities of the Company and its
subsidiaries.  Mr. Dillon's initial focus centers on diversified
financial portfolio management programs and he serves as the
Chief Investment Officer of DHCM.  From 1997 through 2000, Mr.
Dillon was a Vice President of   Loomis, Sayles & Company.  From
1993 through 1997, Mr. Dillon was President and Chief Investment
Officer for Dillon Capital Management, an investment advisory
firm acquired by Loomis, Sayles in 1997.  Mr. Dillon received his
B.S and M.A. degrees in Business Administration with a major in
Finance from The Ohio State University and his MBA degree from
the University of Dayton.  He received his CFA designation from
the Institute of Chartered Financial Analysts in 1982.

     Jeffrey C. Barton has been Chief Financial Officer of the
Company since October, 1992.  He is also Vice President & CFO and
the sole director of the Company's subsidiaries.  He is Vice
President & CFO and Financial Operations Principal of
ShareholderOnline, Inc.  From January 1999 through May 2000, Mr.
Barton was Principal of Buckeye Bancstocks, Inc. From 1990
through 1998, Mr. Barton was also CFO of Saunders Pearson
Company, a contract financial management company.  Mr. Barton
received a B.B.A. Degree from Ohio University in 1969 and an
M.B.A. Degree from Ohio University in 1972.  Mr. Barton is a
Certified Public Accountant and is licensed as a Financial
Operations Principal (Series 27) and a Uniform Securities Agent
(Series 63).

     Sandra L. Quinn is Vice President & Corporate Secretary of
the Company and was a Director from 1993 through January 18,
2001.  She is also Vice President & Corporate Secretary of the
Company's subsidiaries.  She is President & Corporate Secretary
and Principal of ShareholderOnline, Inc., and has been a Director
of ShareholderOnline, Inc., since 1993.  From October 1995
through 1998, Ms. Quinn served as Principal of Buckeye
Bancstocks, Inc.  Ms. Quinn is a member of the American Society
of Corporate Secretaries. Ms. Quinn graduated valedictorian from
Bradford Business School.  She began her employment with the
Company in May, 1991, and is licensed as a Uniform Securities
Agent (Series 63), Corporate Securities Representative (Series
62), Uniform Investment Adviser Representative (Series 65), and
as an Investment Company/Variable Contracts Limited
Representative (Series 6).

     Larry A. Beres became a Director of the Company in 1995.
Mr. Beres is Executive Vice President of Tooling Technology Group
of Dayton, Ohio.  The firm is a supplier of tooling to the
plastics industry.  He was formerly President of Formex, Inc., of
Dayton, Ohio, a supplier of systems to the plastics Industry.
Mr. Beres graduated from Kent State University with a Bachelor of
Science Degree in Chemistry and attended the K.S.U. MBA Program.

     Roger D. Blackwell was elected to serve on the Company's
Board in February 1999.  Dr. Blackwell is a Professor of
Marketing at The Fisher College of Business at The Ohio State
University.  He is also President of Blackwell Associates, Inc.,
a consulting firm in Columbus, Ohio, through which he works with
many of America's most successful companies.  Dr. Blackwell was
named "Outstanding Marketing Educator in America" by Sales and
Marketing Executives International and "Marketer of the Year" by
the American Marketing Association.  He also received the "Alumni
Distinguished Teaching Award", the highest award given by The
Ohio State University.  He was cited by The New York Times in
1995 as one of the top speakers on the lecture circuit, and is
regularly quoted in publications; such as, Business Week, USA
Today, Forbes, and The Wall Street Journal, and has appeared on
numerous television programs including CBS This Morning.  Dr.
Blackwell received his B.S. and M.S. degrees from The University
of Missouri and his Ph.D. from Northwestern University.  He also
received an honorary doctorate degree from The Cincinnati College
of Mortuary Science.  He serves on numerous boards of both
privately and publicly held corporations including Airnet
Systems, Applied Industrial Technologies (formerly Bearings,
Inc.), Checkpoint Systems, Flex-Funds, Max & Erma's Restaurants,
Worthington Foods, and Intimate Brands.

     Richard Desich became a Director of the Company in December
1999.  Mr. Desich is the owner and President of Mid-Ohio
Securities since 1974, specializing in investment management and
trustee / custodial services for individual retirement accounts;
President of Equity Oil and Gas Funds Incorporated, specializing
in producing oil and gas; and General Principal for Maddie
Consulting and has lectured throughout the United States at
various seminars and conferences.  Mr. Desich is a Director of
the Lorain County Community College and of Accel International
Corporation, a property and casualty insurance company.  He
graduated from Ohio State University with a B.S. degree in
Finance.

     James G. Mathias became a Director of the Company in 1993.
Dr. Mathias is also a Director of ShareholderOnline, Inc.  Since
1988, Dr. Mathias has been a veterinarian practicing in Tipp
City, Ohio, where he is the owner of the Tipp City Animal
Hospital and Wellness Center.  Dr. Mathias attended the
University of Texas and completed his education at The Ohio State
University, graduating from the College of Veterinary Medicine in
1978.  He was a member of the Honor Society of Phi Zeta, a
Veterinary Honor Society.  Dr. Mathias is also founder and
president of the Dayton North Women's Center and is a speaker on
Ratite Medicine.  He is currently on the Veterinary Advisory
Board of the Iams Company.

     David R. Meuse was elected to serve on the Company's Board
in August 2000.  Mr. Meuse is a Principal for Stonehenge
Holdings, Inc. of Columbus, Ohio, where he is responsible for
managing its affairs.  Mr. Meuse also has the responsibility for
sourcing, structuring, executing and monitoring existing
investments.  Prior to joining Stonehenge, Mr. Meuse was the
Chairman and Chief Executive Officer of Banc One Capital Holdings
Corporation, the holding company for the investment banking,
merchant banking, securities brokerage, investment advisory and
insurance activities of Bank One Corporation.  He came to Bank
One in 1990 when Bank One acquired Meuse, Rinker, Chapman, Endres
& Brooks, a regional investment banking firm which Mr. Meuse
founded in 1981.  He is an active investor in venture capital and
mezzanine finance opportunities, both personally and through Banc
One Capital Partners Corporation.  Mr. Meuse received his BA in
Political Science from John Carroll University and subsequently
attended Cleveland-Marshall College of Law at Cleveland State
University and the University of Pennsylvania, Wharton School of
Finance, Securities Industry.  Mr. Meuse serves on the following
Boards: Alliance One Incorporated, Banc One Investment Advisors,
Banc One Securities, Inc., BBQ Development, Inc., Bluestone
Corporation, Bopp-Busch Manufacturing Company, Central Benefits
Mutual Insurance Company, Columbus Association for the Performing
Arts (CAPA), Columbus Museum of Art, Cornerstone Industrial
Group, Havens, Hardymon & Nick Advisory Board, John Carroll
University, MCE Companies, Inc., NBBJ Architecture Advisory
Board, Omnimold, LLC, Orion Holdings Corporation, ORIX Real
Estate Capital Markets, LLC, RP&C International, Sportsworld
Media Group, Stonehenge Holdings, Inc. and The Grote Company
Advisory Board.

     John Rettig was elected to the Board of Directors of Company
in August 1998.  He has been owner and operator of The Quality
Cleaners since 1970.  The volume Dry-cleaning Company does
residential, commercial and fires restoration cleaning.  Mr.
Rettig has achieved the recognized Certified Environmental Dry
cleaner status.  Mr. Rettig attended Bowling Green State
University from 1960 through 1961 studying Business
Administration.  In 1961, Mr. Rettig volunteered for the US Army
draft and served in the Adjutant General Corps. until 1963.
During his tenure in the service, Mr. Rettig served as team chief
in a Chemical, Biological and Radiological Warfare Team.  During
his service, he continued his education with a US Army
Correspondence School Business Course.  From 1988 until 1998, Mr.
Rettig served as Chairman of Sandusky county Republican Party.
Mr. Rettig has also served on many boards and county service
organizations.

     Harvey J. Thatcher became a Director of the Company in 1991
and resigned from the Board on January 18, 2001.  He was formerly
President of Thatcher Insurance Agency, Inc. Since retirement
from Thatcher Insurance, Inc., he is engaged in the refinancing
of homes as a mortgage broker.  He also serves as Director of the
following organizations: ShareholderOnline, Inc., (since 1991),
Thatcher Lands, Inc., (since 1976), German Mutual Insurance
Company (since 1987), Tri-State Venture Group (since 1994), and
Tendasoft, Inc., (since 1998).

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3 and 4 furnished to the
Company, there were no reports filed late during the ten month
period ended December 31, 2000.

ITEM 10:       Executive Compensation

                   Summary Compensation Table

Name of Principal                                      Awards
and Position            Year  Salary  Bonus(B) Other* Options(A)     All Other

Roderick H. Dillon, Jr.,
President               2000  96,435                   1,000,000 sh

Michael E. Guirlinger,
former President        2000  89,087             5,711

Michael E. Guirlinger,
President               1999 101,574            33,975

Mark A. Davis, VP       1999  90,000            21,388    37,500 sh

Jeffrey C. Barton, CFO  1999 100,000   11,144             12,500 sh

Michael E. Guirlinger,
President               1998 100,000   91,812   46,828    81,010 sh

Mark A. Davis, VP       1998  85,000   90,406   62,589    40,000 sh

Edward E. Schmidt, EVP  1998  75,000   20,870    4,905     6,000 sh

* Commissions

(A) During the ten months ended December 31, 2000, warrants to
purchase one million shares of Class A Common Stock were granted
to Mr. Dillon with exercise prices of $1.60 per share which vest,
20% immediately and 20% each year over four years.  During the
fiscal year ended February 29, 2000, options were granted, with
terms of ten years and exercise prices of $4.50 per share and
$2.25 per share to Messrs. Davis and Barton.  Mr. Davis was
awarded options to acquire 15,000 shares of Class A Common Stock
which vested immediately and options to acquire 15,000 shares of
Class A Common Stock which vest over five years with an exercise
price of $4.50 per share and options to acquire 3,750 shares of
Class A Common Stock which vested immediately and options to
acquire 3,750 shares of Class A Common Stock which vest over five
years with an exercise price of $2.25 per share.  Mr. Barton was
awarded options to acquire 5,000 shares of Class A Common Stock
which vested immediately and options to acquire 5,000 shares of
Class A Common Stock which vest over five years with an exercise
price of $4.50 per share and options to acquire 1,250 shares of
Class A Common Stock which vested immediately and options to
acquire 1,250 shares of Class A Common Stock which vest over five
years with an exercise price of $2.25 per share. During the
fiscal year ended February 28, 1999, options were granted, with
terms of ten years and exercise prices of $14.75 per share to
Messrs. Guirlinger, Davis and Schmidt.  Mr. Guirlinger was
awarded options to acquire 40,505 shares of Class A Common Stock
which vested immediately and options to acquire 40,505 shares of
Class A Common Stock which vest over five years.  Mr. Davis was
awarded options to acquire 20,000 shares of Class A Common Stock
which vested immediately and options to acquire 20,000 shares of
Class A Common Stock which vest over five years.  Mr. Schmidt was
awarded options to acquire 3,000 shares of Class A Common Stock
which vested immediately and options to acquire 3,000 shares of
Class A Common Stock which vest over five years.  Mr. Guirlinger
has options to acquire 251,010 shares of Class A Common Stock
which are exercisable. Mr. Davis has 173,750 stock options which
are exercisable and 33,750 stock options which vest over five
years.  Mr. Barton has 7,500 stock options and 20,000 warrants
which are exercisable and 5,000 stock options which vest over
five years.

No other officer of the Company received in excess of $100,000
compensation.

Incentive Compensation Plan
All full-time executive employees of the Company are eligible to
participate in the Banc Stock Group Incentive Compensation Plan.
The Plan provides that a bonus fund will be established in an
amount equal to 20% of the pre-tax realized profits of the
Company in excess of a 15% pre-tax return on equity.  The amount
of the bonus fund is calculated each fiscal quarter on a
cumulative basis.  The allocation of the bonus fund is to be made
by the President of the Company.  The Company did not incur any
expense under the Plan for the ten months ended December 31, 2000
or for the year ended February 29, 2000.

Stock Option Plan
The Company has a Non-Qualified and Incentive Stock Option Plan
which authorizes the grant of options to purchase an aggregate of
2,500,000 shares of the Company's Class A Common Stock.  The Plan
provides that the Board of Directors, or a committee appointed by
the Board, may grant options and otherwise administer the Option
Plan.  The exercise price of each incentive stock option or
non-qualified stock option must be at least 100% of the fair
market value of the Class A Common Stock at the date of grant,
and no such option may be exercisable for more than 10 years
after the date of grant.  However, the exercise price of each
incentive stock option granted to any shareholder possessing more
than 10% of the combined voting power of all classes of capital
stock of the Company on the date of grant must not be less than
110% of the fair market value on that date, and no such option
may be exercisable more than 5 years after the date of grant.

Director Compensation

Each director who is not an employee of the Company is entitled to receive a
fee of $500 plus travel expenses for each directors' meeting attended.

ITEM 11:       Security Ownership of Certain Beneficial Owners and Management

The following sets forth, as of January 31, 2001, certain information concerning
stock ownership of all persons known by the Company to own beneficially five
percent or more of the outstanding shares of any class of the Company's Common
Stock, each director and officer of the Company and all officers and directors
of the Company as a group, and the percentage of voting power (assuming
exercise of all options which are currently exercisable):

                                                      Number of
                                     Number of      Options and/or
                                 shares of Class A   Warrants to
                                    Common Stock    Acquire shares
               Name and Address of  Beneficially      of Class A
Title of Class  Beneficial Owner       Owned         Common Stock  Total   %

Class A        Jeffrey C. Barton
Common Stock   290 E. Kossuth Street
no par value   Columbus, Ohio 43206     6,000           27,500     33,500   *

Class A        Larry A. Beres
Common Stock   7811 Winding Way South
no par value   Tipp City, Ohio 45371   42,500           40,000     82,500   *

Class A        Roger D. Blackwell
Common Stock   3380 Tremont Road
no par value   Columbus, Ohio 43221    73,700           10,000     83,700   *

Class A        Roderick H. Dillon, Jr.
common Stock   46 East Sycamore Street
no par value   Columbus, Ohio 43206       -            200,000    200,000  2.2%

Class A        Richard Desich
Common Stock   36 Lake Avenue
no par value   Elyria, Ohio 44036      27,450           10,000     37,450   *

Class A        James G. Mathias
common Stock   7707 Winding Way South
no par value   Tipp City, Ohio  45371  94,728           65,000    159,728  1.8%

Class A        David R. Meuse
Common Stock   191 W. Nationwide Blvd.
no par value   Suite 600
               Columbus, Ohio 43215   208,491             -       208,491  2.3%

Class A        Sandra L. Quinn
Common Stock   6288 Chelmsford Sq. E.
no par value   Columbus, Ohio  43229   10,500           47,000     57,500   *

Class A        John Rettig
Common Stock   826 Third Avenue
no par value   Fremont, Ohio 43420     38,040           20,000     58,040   *

Class A        Directors and Officers
Common Stock   as a Group (9 persons)
no par value                          501,409          419,250    920,659 10.2%

          *less than 1% of Class

ITEM 12:       Certain Relationships and Related Transactions -
None

ITEM 13:       Exhibits and Reports on Form 8-K

(a)  Index of Exhibits

                 Exhibit

*2.01       Agreement dated November 4, 1992 for purchase of First
            Scioto Financial Services Stock by HAG.

*2.02       Agreement and Plan of Reorganization, dated January 7,
            1993 between the Company and HAG.

*3.01       Amended and Restated Articles of Incorporation of The
            Banc Stock Group, Inc.

*3.02       Bylaws of The Banc Stock Group, Inc.

*4.01       Specimen Class A Common Stock Certificate.

*10.01      The Banc Stock Group Incentive Compensation Plan.

*10.02      1993 Non-Qualified and Incentive Stock Option Plan.

  10.03     Synovus Securities, Inc., Sub-Advisory Agreement with
            Diamond Hill Capital Management, Inc.

(b)  Reports on Form 8-K: A Form 8-K dated December 15, 2000 was
filed to report the change in the Company's fiscal year-end to
December 31 from the last day of February.

*   Indicates Exhibits previously filed with the Securities and
Exchange Commission and incorporated herein by reference.

                           SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized:

THE BANC STOCK GROUP, INC.

/S/Roderick H. Dillon, Jr.
By Roderick H. Dillon, Jr., President and Director
February 28, 2001.

In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Signature                            Title                          Date

/S/Roderick H. Dillon, Jr. President and Director            February 28, 2001
Roderick H. Dillon, Jr.

/S/Jeffrey C. Barton       Chief Financial Officer           February 28, 2001
Jeffrey C. Barton          (chief financial and chief
                           accounting officer)

/S/Larry A. Beres                 Director                   February 28, 2001
Larry A. Beres

/S/Roger D. Blackwell             Director                   February 28, 2001
Roger D. Blackwell

/S/Richard Desich                 Director                   February 28, 2001
Richard Desich

/S/James G. Mathias               Director                   February 28, 2001
James G. Mathias

/S/ David Meuse                   Director                   February 28, 2001
David Meuse

/S/John Rettig                    Director                   February 28, 2001
John Rettig