##### Table of Contents

---

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549

FORM 10-QSB

x    QUARTERLY
REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

o    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from
___________to ___________

Commission File No.  000-31711

BOE FINANCIAL SERVICES OF VIRGINIA,
INC.

(Exact name of small business issuer as specified in its charter)

|Virginia                                                       |  | 54-1980794                       
|-------------------------------------------------------------- |  | ---------------------------------
|                                                               |  |                                  
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               |  |                                  
|323 Prince St., Tappahannock, VA                               |  | 22560                            
|                                                               |  |                                  
|(Address of principal executive offices)                       |  | (Zip Code)                       

(804) 443-4343

(Issuers telephone number, including area code)

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 o
|----- | ----

State the number of shares outstanding of each
of the issuers classes of common equity as of May 12, 2003.

|Class                         |  | Outstanding at May 12, 2003
|----------------------------- |  | ---------------------------
|                              |  |                            
|Common Stock, $5.00 par value |  | 1,178,202                  

Transitional Small Business Disclosure Format (Check
one):

|Yes o | No x
|----- | ----

---



---

##### Table of Contents

BOE Financial Services of Virginia, Inc.

FORM 10-QSB

INDEX

|                                                                                                      | Page 
|----------------------------------------------------------------------------------------------------- | -----
|                                                                                                      |      
|PART I  -  FINANCIAL INFORMATION                                                                      |      
|Item 1.     
Financial Statements                                                                     | 1-5  
|                                                                                                      |      
|Consolidated Balance Sheets March 31, 2003 and December 31, 2002                                      | 1-2  
|                                                                                                      |      
|Consolidated Statements of Earnings Three months ended March 31, 2003 and 2002                        | 3    
|                                                                                                      |      
|Consolidated Statements of Cash Flows Three months ended March 31, 2003 and 2002                      | 4    
|                                                                                                      |      
|Consolidated Statements of Changes in Stockholders Equity Three months ended March 31, 2003 and 2002 | 5    
|                                                                                                      |      
|Notes to Consolidated Financial Statements                                                            | 6    
|                                                                                                      |      
|Item 2.     
Managements Discussion and Analysis or Plan of Operation                                | 7-10 
|                                                                                                      |      
|Item 3.     
Controls and Procedures                                                                  | 10   
|                                                                                                      |      
|PART II - OTHER INFORMATION                                                                           |      
|                                                                                                      |      
|Item 1.     
Legal Proceedings                                                                        | 10   
|                                                                                                      |      
|Item 2.     
Changes in Securities                                                                    | 10   
|                                                                                                      |      
|Item 3.     
Defaults Upon Senior Securities                                                          | 10   
|                                                                                                      |      
|Item 4.     
Submission of Matters to a Vote of Security Holders                                      | 10   
|                                                                                                      |      
|Item 5.     
Other Information                                                                        | 11   
|                                                                                                      |      
|Item 6.     
Exhibits and Reports on Form 8-K                                                         | 11   
|                                                                                                      |      
|Signatures                                                                                            | 12   
|                                                                                                      |      
|Certifications of Chief Executive Officer and Chief Financial Officer                                 | 13-15



---

##### Table of Contents

PART I  FINANCIAL INFORMATION

Item 1.   Financial Statements

BOE FINANCIAL SERVICES OF VA.,  INC.Consolidated Balance Sheets (in Thousands)

|                                                                                              |  | March 31, 2003 |         | December 31, 2002 |  
|--------------------------------------------------------------------------------------------- |  | -------------- | ------- | ----------------- | -
|                                                                                              |  |                |         |                   |  
|                                                                                              |  | (Unaudited)    |         |                   |  
|ASSETS                                                                                        |  |                |         |                   |  
|Cash and due from banks                                                                       |  | $              | 8,227   |                   | $
|Federal funds sold                                                                            |  |                | 0       |                   |  
|Securities available for sale                                                                 |  |                |         |                   |  
|U.S. Government agencies (book value of $7,161-2003 and $8,873-2002)                          |  |                | 7,349   |                   |  
|Obligations of state and political subdivisions (book value of $29,221-2003 and $28,647-2002) |  |                | 31,026  |                   |  
|Other Securities (book value of $5,414-2003 and $5,574-2002)                                  |  |                | 5,891   |                   |  
|Loans held for resale                                                                         |  |                | 470     |                   |  
|Loans                                                                                         |  |                | 166,354 |                   |  
|Less: Allowance for loan loss                                                                 |  |                | (2,191  | )                 |  
|                                                                                              |  |                |         |                   |  
|Net loans                                                                                     |  |                | 164,163 |                   |  
|Bank premises and equipment, net                                                              |  |                | 6,763   |                   |  
|Accrued interest receivable                                                                   |  |                | 1,296   |                   |  
|Intangible assets, net                                                                        |  |                | 996     |                   |  
|Other assets                                                                                  |  |                | 2,781   |                   |  
|                                                                                              |  |                |         |                   |  
|Total assets                                                                                  |  | $              | 228,962 |                   | $
|                                                                                              |  |                |         |                   |  

See accompanying notes to consolidated financial statements.

Page: 1



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., INC. Consolidated Balance Sheets

|                                                   |  | March 31, 2003 |         | December 31, 2002 |  
|-------------------------------------------------- |  | -------------- | ------- | ----------------- | -
|                                                   |  |                |         |                   |  
|                                                   |  | (Unaudited)    |         |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY               |  |                |         |                   |  
|Deposits                                           |  |                |         |                   |  
|Noninterest bearing deposits                       |  | $              | 18,874  |                   | $
|Interest bearing deposits                          |  |                | 181,715 |                   |  
|                                                   |  |                |         |                   |  
|Total deposits                                     |  |                | 200,589 |                   |  
|Federal funds purchased                            |  |                | 689     |                   |  
|Federal Home Loan Bank advances                    |  |                | 4,000   |                   |  
|Accrued interest payable                           |  |                | 417     |                   |  
|Other liabilities                                  |  |                | 1,325   |                   |  
|                                                   |  |                |         |                   |  
|Total liabilities                                  |  |                | 207,020 |                   |  
|                                                   |  |                |         |                   |  
|Commitments                                        |  |                |         |                   |  
|Stockholders equity Common stock, $5.00 par value |  |                | 5,891   |                   |  



|                                           | 3/31/03    |   | 12/31/02   |  |   |         |  |  |  |  | 
|------------------------------------------ | ---------- | - | ---------- |  | - | ------- |  |  |  |  | 
|                                           |            |   |            |  |   |         |  |  |  |  | 
|Shares auth.                               | 10,000,000 |   | 10,000,000 |  |   |         |  |  |  |  | 
|Shares o/s                                 | 1,178,202  |   | 1,177,849  |  |   |         |  |  |  |  | 
|Paid in capital                            |            |   | 4,934      |  |   | 4,931   | 
|Accumulated other comprehensive income     |            |   | 1,631      |  |   | 1,578   | 
|Retained earnings                          |            |   | 9,486      |  |   | 8,948   | 
|                                           |            |   |            |  |   |         | 
|Total stockholders equity                 |            |   | 21,942     |  |   | 21,346  | 
|                                           |            |   |            |  |   |         | 
|Total liabilities and stockholders equity |            | $ | 228,962    |  | $ | 228,111 | 
|                                           |            |   |            |  |   |         | 

See accompanying notes to consolidated financial statements.

Page: 2



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., INC.Consolidated Statements of Earnings (In Thousands)

|                                                                 |  | Three Months Ended March 31, |      
|---------------------------------------------------------------- |  | ---------------------------- | -----
|                                                                 |  |                              |      
|                                                                 |  | 2003                         |      
|                                                                 |  |                              |      
|                                                                 |  | (Unaudited)                  |      
|Interest Income                                                  |  |                              |      
|Interest and fees on loans                                       |  | $                            | 2,781
|Interest on federal funds sold                                   |  |                              | 2    
|Interest on U.S. Treasury securities and U.S. Agency Obligations |  |                              | 83   
|Interest on obligations of state and political subdivisions      |  |                              | 282  
|Interest on other securities                                     |  |                              | 130  
|Other interest income                                            |  |                              | 1    
|                                                                 |  |                              |      
|Total interest income                                            |  | $                            | 3,279
|Interest Expense                                                 |  |                              |      
|Interest on savings and interest bearing deposits                |  |                              | 123  
|Interest on certificates of deposit                              |  |                              | 964  
|Interest on federal funds purchased                              |  |                              | 4    
|Interest Federal Home Loan Bank advances                         |  |                              | 27   
|                                                                 |  |                              |      
|Total interest expense                                           |  |                              | 1,118
|                                                                 |  |                              |      
|Net interest income                                              |  |                              | 2,161
|Provision for loan losses                                        |  |                              | 250  
|                                                                 |  |                              |      
|Net interest income after provision for loan losses              |  |                              | 1,911
|                                                                 |  |                              |      
|Noninterest Income                                               |  |                              |      
|Service charges on deposit accounts                              |  |                              | 181  
|Securities gains -net                                            |  |                              | 17   
|Gains on sale of loans                                           |  |                              | 19   
|Other fee income                                                 |  |                              | 46   
|All other noninterest income                                     |  |                              | 86   
|                                                                 |  |                              |      
|Total noninterest income                                         |  |                              | 349  
|                                                                 |  |                              |      
|Noninterest Expense                                              |  |                              |      
|Salaries and employee benefits                                   |  |                              | 885  
|Premises and fixed assets                                        |  |                              | 204  
|Other expenses                                                   |  |                              | 490  
|                                                                 |  |                              |      
|Total noninterest expense                                        |  |                              | 1,579
|                                                                 |  |                              |      
|Income before income taxes                                       |  |                              | 681  
|Income taxes                                                     |  |                              | 143  
|                                                                 |  |                              |      
|Net income                                                       |  | $                            | 538  
|                                                                 |  |                              |      
|Earnings per share, basic                                        |  | $                            | 0.46 
|Earnings per share, diluted                                      |  | $                            | 0.45 

See accompanying notes to consolidated financial statements.

Page: 3



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., Inc.Consolidated Statements of Cash Flows (in Thousands)

|                                                                                  |  | Three Months Ended March 31, |       
|--------------------------------------------------------------------------------- |  | ---------------------------- | ------
|                                                                                  |  |                              |       
|                                                                                  |  | 2003                         |       
|                                                                                  |  |                              |       
|                                                                                  |  | (Unaudited)                  |       
|Cash Flows from Operating Activities                                              |  |                              |       
|Net income                                                                        |  | $                            | 538   
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |       
|Depreciation and amortization                                                     |  |                              | 121   
|Origination of loans held for sale                                                |  |                              | (1,709
|Proceeds from sale of loans held for sale                                         |  |                              | 2,389 
|Provision for loan losses                                                         |  |                              | 250   
|Net amortization (accretion) on securities                                        |  |                              | 56    
|Net (gain) on sale of securities                                                  |  |                              | (17   
|(Gain) on sale of loans                                                           |  |                              | (19   
|(Increase) decrease in accrued interest receivable and other assets               |  |                              | 95    
|Increase in accrued expenses and other liabilities                                |  |                              | 238   
|                                                                                  |  |                              |       
|Net cash provided by operating activities                                         |  | $                            | 1,942 
|                                                                                  |  |                              |       
|Cash Flows from Investing Activities                                              |  |                              |       
|Proceeds from sale of securities available-for-sale                               |  |                              | 568   
|Proceeds from maturities and calls of securities available-for-sale               |  |                              | 1,292 
|Purchase of securities available for sale                                         |  |                              | (597  
|Net (increase) in loans to customers                                              |  |                              | (2,691
|Decrease in federal funds sold                                                    |  |                              | 2,305 
|Capital expenditures                                                              |  |                              | (217  
|                                                                                  |  |                              |       
|Net cash provided by (used in) investing activities                               |  | $                            | 660   
|                                                                                  |  |                              |       
|Cash Flows from Financing Activities                                              |  |                              |       
|Net increase (decrease) in deposits                                               |  |                              | (672  
|Exercise of stock options                                                         |  |                              | 5     
|Increase in federal funds purchased                                               |  |                              | 689   
|                                                                                  |  |                              |       
|Net cash provided by financing activities                                         |  | $                            | 22    
|Net increase (decrease) in cash and cash equivalents                              |  | $                            | 2,624 
|Cash and Cash Equivalents                                                         |  |                              |       
|Beginning of period                                                               |  |                              | 5,603 
|                                                                                  |  |                              |       
|End of period                                                                     |  | $                            | 8,227 
|                                                                                  |  |                              |       
|Supplemental disclosure of cash flow information                                  |  |                              |       
|Cash paid during the year                                                         |  |                              |       
|Interest                                                                          |  | $                            | 1,194 
|                                                                                  |  |                              |       
|Income Taxes                                                                      |  | $                            | 0     
|                                                                                  |  |                              |       

See accompanying notes to consolidated financial statements.

Page: 4



---

##### Table of Contents

BOE Financial Services of Virginia, Inc.Statement of Changes in Stockholders Equity For the Three Month Periods Ended March 31, 2003 and 2002 (in thousands) (Unaudited)

|                                                                        |  | Common Stock |       | Additional Paid-In Capital |   | Retained Earnings |  | Accumulated Other Comprehensive Income |       | Comprehensive Income |   | Total |  
|----------------------------------------------------------------------- |  | ------------ | ----- | -------------------------- | - | ----------------- |  | -------------------------------------- | ----- | -------------------- | - | ----- | -
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  
|Balance, December 31, 2001                                              |  | $            | 5,870 |                            | $ | 4,875             |  | $                                      | 7,788 |                      | $ | 514   |  
|Comprehensive Income:                                                   |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  
|Net income                                                              |  |              |       |                            |   |                   |  |                                        | 511   |                      |   |       |  
|Other comprehensive income, net of tax:                                 |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  
|Unrealized gain on securities available for sale, net of deferred taxes |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  
|Other comprehensive income, net of tax:                                 |  |              |       |                            |   |                   |  |                                        |       |                      |   | (63   | )
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  
|Total comprehensive income                                              |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  
|Balance, March 31, 2002                                                 |  | $            | 5,870 |                            | $ | 4,875             |  | $                                      | 8,299 |                      | $ | 451   |  
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       |  

|                                                                        |  | Common Stock |       | Additional Paid-In Capital |   | Retained Earnings |  | Accumulated Other Comprehensive Income |       | Comprehensive Income |   | Total | 
|----------------------------------------------------------------------- |  | ------------ | ----- | -------------------------- | - | ----------------- |  | -------------------------------------- | ----- | -------------------- | - | ----- | 
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|Balance, December 31, 2002                                              |  | $            | 5,889 |                            | $ | 4,931             |  | $                                      | 8,948 |                      | $ | 1,578 | 
|Comprehensive Income:                                                   |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|Net income                                                              |  |              |       |                            |   |                   |  |                                        | 538   |                      |   |       | 
|Other comprehensive income, net of tax:                                 |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|Unrealized gain on securities available for sale, net of deferred taxes |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|Less: Reclassification adjustment, net of tax                           |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|Other comprehensive income, net of tax:                                 |  |              |       |                            |   |                   |  |                                        |       |                      |   | 53    | 
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|Total comprehensive income                                              |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|Issuance of common stock under Employee Stock Option Plan               |  |              | 2     |                            |   | 3                 |  |                                        |       |                      |   |       | 
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 
|Balance, March 31, 2003                                                 |  | $            | 5,891 |                            | $ | 4,934             |  | $                                      | 9,486 |                      | $ | 1,631 | 
|                                                                        |  |              |       |                            |   |                   |  |                                        |       |                      |   |       | 

See accompanying notes to financial statements.

Page:  5



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., INC.Notes to Consolidated Financial Statements (unaudited)

1.     The accounting and reporting policies of the registrant conform
to accounting principles generally accepted in the United States of America and to the general practices within the banking industry.  The interim financial statements have not been audited; however, in the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial statements have been included.  Operating results for the three month period ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ended December 31, 2003.

These financial statements should be read in
conjunction with the financial statements and the footnotes included in the registrants 2002 Annual Report to Shareholders.

2.     Earnings per
share are based on the weighted average number of common shares and common stock equivalents outstanding during the applicable periods.

|                                 |  | March 31, 2003 |           | March 31, 2002 |  
|-------------------------------- |  | -------------- | --------- | -------------- | -
|                                 |  |                |           |                |  
|                                 |  | Shares         |           | Per Share      |  
|                                 |  |                |           |                |  
|Basic earnings per share         |  |                | 1,177,924 |                | $
|Effect of dilutive stock options |  |                | 6,624     |                |  
|                                 |  |                |           |                |  
|Diluted earnings per share       |  |                | 1,184,548 |                | $
|                                 |  |                |           |                |  

3.     Loans are shown on the balance sheets net of
unearned discounts and the allowance for loan losses.  Interest is computed by methods which result in level rates of return on principal.  Loans are charged off when in the opinion of management they are deemed to be uncollectable after
taking into consideration such factors as the current financial condition of the customer and the underlying collateral and guarantees.  Loan fees and origination costs are deferred and the net amount amortized as an adjustment of the related
loans yield using the level yield method.  Bank of Essex (the Bank), a wholly owned subsidiary of the registrant, is amortizing these amounts over the contractual life of the related loans.

4.     At March 31, 2003, the Company had a stock-based employee compensation plan.  The Company accounts for the plan under the recognition and measurement principles of APB
Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to the market
value of the underlying common stock on the date of grant.  The following table illustrates the effect on net income and earnings per share as if the Corporation had applied the fair value recognition provisions of SFAS No. 123, Accounting
for Stock-Based Compensation, to stock-based employee compensation.

|Periods Ended March 31,                                                                                                           |  | 2003 |      | 2002 |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---- | ---- | -
|                                                                                                                                  |  |      |      |      |  
|Net income, as reported                                                                                                           |  | $    | 538  |      | $
|Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of tax
effect |  |      | (10  | )    |  
|                                                                                                                                  |  |      |      |      |  
|Pro forma net income                                                                                                              |  | $    | 528  |      | $
|                                                                                                                                  |  |      |      |      |  
|Earnings per share:                                                                                                               |  |      |      |      |  
|Basic-as reported                                                                                                                 |  | $    | 0.46 |      | $
|                                                                                                                                  |  |      |      |      |  
|Basic-pro forma                                                                                                                   |  | $    | 0.45 |      | $
|                                                                                                                                  |  |      |      |      |  
|Diluted-as reported                                                                                                               |  | $    | 0.45 |      | $
|                                                                                                                                  |  |      |      |      |  
|Diluted-pro forma                                                                                                                 |  | $    | 0.45 |      | $
|                                                                                                                                  |  |      |      |      |  

Page:  6



---

##### Table of Contents

Item 2.     MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CRITICAL ACCOUNTING POLICIES

General          The
Companys financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP).  The financial information contained within the statements is, to a significant extent, financial
information that is based on measures of the financial effects of transactions and events that have already occurred.  A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense,
recovering an asset or relieving a liability.  The Company uses historical loss factors as one factor in determining the inherent loss that may be present in its loan portfolio.  Actual losses could differ significantly from the historical
factors that the Company uses.  In addition, GAAP itself may change from one previously acceptable method to another method.  Although the economics of the Companys transactions would be the same, the timing of events that would
impact its transactions could change.

Allowance for Loan Losses          The allowance for loan losses is an estimate of the
losses that may be sustained in our loan portfolio.  The allowance is based on two basic principles of accounting: (i) SFAS 5, Accounting for Contingencies,which requires that losses be accrued when they are probable of occurring and
estimatable and (ii) SFAS 114, Accounting by Creditors for Impairment of a Loan,which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are
observable in the secondary market and the loan balance.  The use of these values is inherently subjective and our actual losses could be greater or less than the estimates.

The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries).  Managements periodic evaluation of the
adequacy of the allowance is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrowers ability to repay, the estimated value of any underlying collateral, and current
economic conditions.

Intangibles          In July, 2001, the Financial Accounting Standards Board issued two statements 
Statement 141, Business Combinations,and Statement 142, Goodwill and Other Intangible Assets,which could potentially impact the accounting for goodwill and other intangible assets.  Statement 141 eliminated the pooling method of
accounting for business combinations and required that intangible assets that meet certain criteria be reported separately from goodwill.  Statement 142 eliminated the amortization of goodwill and other intangibles that are determined to have
an indefinite life.  The Statement requires, at a minimum, annual impairment tests for goodwill and other intangible assets that are determined to have an indefinite life.

Subsequent to the effective date of SFAS 142 an apparent conflict with SFAS 72 was raised as an issue, which allows certain intangibles arising from Bank and Thrift
acquisitions to be amortized over their estimated useful lives.

Upon adoption of these Statements, the Company re-evaluated its
intangible assets that arose from branch acquisitions prior to July 1, 2001.  It was determined that the intangible assets arising from branch acquisitions will continue to be amortized over their estimated lives in accordance with SFAS
72.

Page:  7



---

##### Table of Contents

The following discussion is intended to assist readers in understanding and evaluating the financial condition and results of operations of BOE Financial Services of Virginia,
Inc. (BOE or the Company and the Bank).  This section should be read in conjunction with BOEs consolidated financial statements and accompanying notes included elsewhere in this report.

Overview          On March 31, 2003 BOE had total assets of $229.0 million, an increase of $851,000 or 0.4% from $228.1 million at December 31, 2002.  Total
assets at March 31, 2002 were $219.8 million.  The March 31, 2003 total assets figure represents an increase of 4.2% or $9.2 million over one year ago.

Total loans amounted to $166.4 million on March 31, 2003, an increase of $2.5 million, or 1.5% over the December 31, 2002 total loans of $163.8 million. This March
31, 2003 figure represents an increase of $8.4 million or 5.3% over total loans of $158.0 million on March 31, 2002.

The Companys
securities portfolio decreased $1.2 million, or 2.7% from $45.5 million at December 31, 2002 to $44.3 million at March 31, 2003. Total securities were $42.8 million on March 31, 2002.  Federal funds purchased were $689,000 on March 31, 2003, at
December 31, 2002 BOE had sold $2.3 million of federal funds. The Bank had federal funds sold of $2.8 million as of March 31, 2002.

The Company is required to account for the effect of market changes in the value of securities available-for-sale (AFS) under SFAS 115.  The market value of the
March 31, 2003 securities available-for-sale portfolio was $44.3 million compared to $45.5 million at December 31, 2002 and $42.8 million at March 31, 2002. The impact of the change in market value of AFS securities, net of deferred income taxes, is
reflected in the Statement of Changes in Stockholders Equity under Accumulated Other Comprehensive Income.  On March 31, 2003 $2.5 million represented the Companys net unrealized gain on AFS securities compared to $2.4 million at
December 31, 2002 and a net unrealized gain of $683,000 at March 31, 2002.  These totals are also reported on the Balance Sheet under Stockholders Equity on the Accumulated Other Comprehensive Income line.

Total deposits at March 31, 2003 were $200.6 million.  This $672,000 decrease is 0.3% less than total deposits of $201.3 million at December 31, 2002 and $10.0
million, or 5.2% greater than total deposits of $190.6 million at March 31, 2002.

Stockholders equity at March 31, 2003 was $21.9
million and represented 9.6% of total assets.  Stockholders equity was $21.3 million, or 9.4% of total assets at December 31, 2002 and $19.5 million, or 8.9% of total assets at March 31, 2002.

Results of OperationsNet Income           Net income was $538,000 for the first quarter of 2003, or $0.45 per diluted share.  This compares to net income
of $511,000, or $0.43 per diluted share in the first quarter of 2002.  The increase in earnings through one quarter of 2003 over 2002 was $27,000, or 5.3%.

The increase in earnings was primarily attributable to an increase of 6.6% or $119,000 in net interest income after provision for loan losses.  Net interest
income after provision for loan losses of $ 1,911,000 in the first quarter of 2003 compared to net interest income after provision for loan losses of $1,792,000 for the same period in 2002.

Also contributing to the increase in net income for the first quarter of 2003 compared to the same period in 2002 was a $51,000 increase in noninterest income and a
$17,000 increase

Page: 8



---

##### Table of Contents

in securities gains.  These increases were offset by an increase of 11.0%, or $157,000 in noninterest expenses and a $3,000 increase in income tax expense.

Net Interest Income           The Banks results of operations are significantly affected by its ability to manage effectively the interest rate
sensitivity and maturity of its interest-earning assets and interest-bearing liabilities.  At March 31, 2003 the Companys interest-earning assets exceeded its interest-bearing liabilities by approximately $22.5 million, compared with a
$22.85 million excess one year ago. Net interest margins were 4.13% through March 31, 2003 compared to 4.05% through March 31, 2002.

Annualized net interest income on a tax-equivalent basis through three months of 2003 increased by 6.10% to $8.7 million from $8.2 million for the same period a year
ago.  Through the first three months of 2003 the Companys yield on earning assets was 6.25%, down from 7.13% a year ago, while its cost of average interest bearing liabilities decreased from 3.63% to 2.41% during the same period. 
The Bank has outstanding on a line of credit from the Federal Home Loan Bank of Atlanta a loan at $4,000,000 at a rate of 2.75%.  This loan matures November 2, 2003. The Companys loan-to-deposit ratio was 82.9% on March 31, 2003 and
2002.

Provision for Credit Losses           The Banks provision for credit losses increased to $250,000 for the first quarter of 2003
compared to $100,000 in the first quarter of 2002 due to growth in the loan portfolio, known and inherent risks in the portfolio, and economic conditions.  Net charged-off loans were $174,000 in the first quarter of 2003 and $112,000 in the
first quarter of 2002.

The increase in provision in the first quarter of 2003 over the first quarter of 2002 was due to recognition of non-performing assets.  The allowance for loan losses as
a percentage of total loans was 1.32%, 1.29%, and 1.31%, respectively as of March 31, 2003, December 31, 2002 and March 31, 2002.

Noninterest Income
          Noninterest income, including gains/(losses) on securities was $349,000 in the first quarter of 2003 compared to $281,000 in the same period of 2002.  This represents an increase of
24.2%, or $68,000.  Service charges on deposit accounts were $181,000 in both the first quarters of 2003 and 2002.  Other fee income increased 31.4%, from $35,000 in the first quarter of 2002 to $46,000 in the first quarter of 2003. In the
first quarter of 2003 the Company realized gains on available-for-sale securities of $17,000 and in the first quarter of 2002 there were no sales from the securities portfolio.  All other noninterest income increased 68.6% or $35,000, from
$51,000 in the first quarter of 2002 to $86,000 in the first quarter of 2003.  This increase was the result of increased income in the Companys investment program under Essex Services, Inc.

Noninterest Expenses           Noninterest expenses increased $157,000 or 11.0%, from $1.4 million in the first quarter of 2002 to $1.6 million in the first quarter of
2003.  Salaries and employee benefits comprised the largest component of this increase, $159,000, from $726,000 in the first quarter of 2002 to $885,000 in the first quarter of 2003.

Income
Taxes           Income tax expense through March 31, 2003 was $143,000.  This represents a $3,000, or 2.1% increase over $140,000 in income tax expense for the same period in
2002.

Asset Quality           The Companys allowance for credit losses totaled $2.2 million on March 31, 2003 or 1.32% of total loans,
as compared to 1.29% at December 31, 2002 and 1.31% on March 31, 2002.  On March 31, 2003 the Company had nonaccruing assets of $2.454 million compared to $676,000 on

Page: 9



---

##### Table of Contents

March 31, 2002.  Loans past due and still accruing interest totaled $3.596 million on March 31, 2002 compared to $215,000 on March 31, 2003.

The decrease in loans past due and still accruing interest from March 31, 2002 to March 31, 2003 and increase in nonaccruing assets during the same period is
the result of a more stringent recognition by the Company on when loans are to be placed on a nonaccruing status.

Capital Requirements
          The determination of capital adequacy depends upon a number of factors, such as asset quality, liquidity, earnings, growth trends and economic conditions.  The Bank seeks to maintain a
strong capital base to support its growth and expansion plans, provide stability to current operations and promote public confidence in the Bank.

The federal banking regulators have defined three tests for assessing the capital strength and adequacy of banks, based on two definitions of capital. Tier 1
Capital is defined as a combination of common and qualifying preferred stockholders equity less goodwill.  Tier 2 Capital is defined as qualifying subordinated debt and a portion of the allowance for loan losses. 
Total Capital is defined as Tier 1 Capital plus Tier 2 Capital.

Three risk-based capital ratios are computed using the above
capital definitions, total assets and risk-weighted assets and are measured against regulatory minimums to ascertain adequacy.  All assets and off-balance sheet risk items are grouped into categories according to degree of risk and assigned a
risk-weighting and the resulting total is risk-weighted assets.  Tier 1 Risk-based Capital is Tier 1 Capital divided by risk-weighted assets.  Total Risk-based Capital is Total Capital divided by risk-weighted
assets.  The Leverage ratio is Tier 1 Capital divided by total average assets.

At March 31, 2003 the Banks ratio of total
capital to risk-weighted assets was 11.80% and its ratio of Tier 1 Capital to risk-weighted assets was 10.60%. The Banks leverage ratio (Tier I capital to average adjusted total assets)was 8.56%.  These ratios exceed regulatory
minimums.

Item 3.  Controls and Procedures

Within 90 days prior to the date of
this report, the Company has carried out an evaluation, under the supervision and with the participation of the companys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based on that evaluation, the Companys disclosure controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic SEC filings.  There have been no significant changes in the Companys internal controls or in other
factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

None

Item 2.   Changes in Securities

None

Item 3.   Defaults Upon Senior Securities

None

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

None

Page: 10



---

##### Table of Contents

Item 5.   Other Information

None

Item 6.   Exhibits and Reports on Form 8-K

(a)     Exhibit Listing

|    | Exhibit Number                     |  | Description                                                                                                                                                                                                                                                                       
|--- | ---------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 2                                  |  | Agreement and Plan of Reorganization (the Reorganization Agreement) dated as of March 20, 2000 between the Corporation and Bank. (Exhibit A of the Proxy Statement
included in Form S-4 Registration Statement (No. 333-33260) filed March 24, 2000, incorporated by reference).
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 3(a)                               |  | Articles of Incorporation of the Corporation (Appendix 1 to Exhibit A of the Proxy Statement included in Form S-4 Registration Statement (No. 333-33260) filed March 24, 2000,
incorporated by reference).                                                                        
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 3(b)                               |  | Bylaws (Appendix 2 to Exhibit A of the Proxy Statement included in Form S-4 Registration Statement (No. 333-33260) filed March24, 2000, incorporated by reference).                                                                                                               
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 10(a)                              |  | The Corporations Stock Incentive Plan (Appendix 3 to Exhibit A of the Proxy Statement included in Form S-4 Registration Statement (No. 333-33260) filed March 24, 2000,
incorporated by reference).                                                                              
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 10(b)                              |  | First Amendment to the Corporations Stock Incentive Plan(Exhibit 99(b) to Form S-8 Registration Statement(No. 333-49538) filed November 8, 2000, incorporated by
reference).                                                                                                     
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 10(c)                              |  | The Corporations Stock Option Plan for Outside Directors(Appendix 4 to Exhibit A of the Proxy Statement included in Form S-4 Registration Statement (No. 333-33260) filed
March 24, 2000, incorporated by reference).                                                            
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 10(d)                              |  | First Amendment to the Corporations Stock Option Plan for Outside Directors (Exhibit 99(d) to Form S-8 Registration Statement (No. 333-49538) filed November 8, 2000,
incorporated by reference).                                                                                
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 99.1                               |  | BOE Financial Services Dividend Reinvestment Plan (Incorporated by reference to the Registrants Registration Statement on Form S-3D filed November 8, 2000)                                                                                                                      
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|    | 99.2                               |  | Certification of Chief Executive Officer and Chief Financial Officer.                                                                                                                                                                                                             
|    |                                    |  |                                                                                                                                                                                                                                                                                   
|(b) | No reports on Form 8-K were filed.

Page:  11



---

##### Table of Contents

Signatures

In accordance with to the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | BOE FINANCIAL SERVICES oF VIRGINIA, INC. |    
| | ---------------------------------------- | ---
| | (Registrant)                             |    
| |                                          |    
| | 5/14/03                                  | By:
| |                                          |    
| | (Date)                                   |    
| |                                          |    
| |                                          |    
| | 5/14/03                                  | By:
| |                                          |    
| | (Date)                                   |    

Page:  12



---

##### Table of Contents

I George M. Longest, Jr., certify that:

1.     I have reviewed this quarterly report on
Form 10-QSB of BOE Financial Services of Virginia, Inc.;

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

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

4.     The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

(b)     evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

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

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

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

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

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



|Date:  May 14, 2003 |                                                             | 
|------------------- | ----------------------------------------------------------- | 
|                    | /s/ GEORGE M. LONGEST, JR.                                  | 
|                    |                                                             | 
|                    | George M. Longest, Jr., President & Chief Executive Officer | 

Page:  13



---

##### Table of Contents

I Bruce E. Thomas, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of BOE Financial Services of Virginia, Inc.;

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

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

4.     The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a.     designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.     evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c.     presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

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

b.     any fraud, whether or
not material, that involves management or other employees who have a significant role in the registrants internal controls; and

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

|Date:  May 14, 2003 |                                                                | 
|------------------- | -------------------------------------------------------------- | 
|                    | /s/ BRUCE E. THOMAS                                            | 
|                    |                                                                | 
|                    | Bruce E. Thomas, Senior Vice President/Chief Financial Officer | 

Page:  14