##### 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 June 30, 2003



| ̈ |  | 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 ̈



State the number of shares outstanding of each of the issuers classes of common equity as of July 31, 2003.



|Class                         |  | Outstanding at July 31, 2003
|----------------------------- |  | ----------------------------
|                              | 
|Common Stock, $5.00 par value |  | 1,180,320                   





Transitional Small Business Disclosure Format

(Check one):



Yes ̈No x



---



---

##### Table of Contents

BOE Financial Services of Virginia, Inc.



FORM 10-QSB



INDEX



PART IFINANCIAL
INFORMATION



|                                                                                                   |  | Page 
|-------------------------------------------------------------------------------------------------- |  | -----
|Item 1.    Financial Statements                                                                    |  | 1-5  
|                                                                                                  
|Consolidated Balance Sheets June 30, 2003 and December 31, 2002                                    |  | 1-2  
|                                                                                                  
|Consolidated Statements of Earnings Three months ended June 30, 2003 and 2002                      |  | 3    
|                                                                                                  
|Consolidated Statements of Earnings Six months ended June 30, 2003 and 2002                        |  | 4    
|                                                                                                  
|Consolidated Statements of Cash Flows Six months ended June 30, 2003 and 2002                      |  | 5    
|                                                                                                  
|Consolidated Statements of Changes in Stockholders Equity Six months ended June 30, 2003 and 2002 |  | 6    
|                                                                                                  
|Notes to Consolidated Financial Statements                                                         |  | 7-9  
|                                                                                                  
|Item 2.    Managements Discussion and Analysis or Plan of Operation                               |  | 9-13 
|                                                                                                  
|Item 3.    Controls and Procedures                                                                 |  | 14   
|                                                                                                  
|PART IIOTHER INFORMATION                                                                          |  |      
|                                                                                                  
|Item 1.    Legal Proceedings                                                                       |  | 14   
|                                                                                                  
|Item 2.    Changes in Securities                                                                   |  | 14   
|                                                                                                  
|Item 3.    Defaults Upon Senior Securities                                                         |  | 14   
|                                                                                                  
|Item 4.    Submission of Matters to a Vote of Security Holders                                     |  | 14   
|                                                                                                  
|Item 5.    Other Information                                                                       |  | 14   
|                                                                                                  
|Item 6.    Exhibits and Reports on Form 8-K                                                        |  | 15-16
|                                                                                                  
|Signatures                                                                                         |  | 16   
|                                                                                                  
|Certifications of Chief Executive Officer and Chief Financial Officer                              |  | 17-19



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., INC.

Consolidated Balance Sheets

(in Thousands)



PART I  FINANCIAL INFORMATION



Item 1.  Financial Statements



|                                                                                              |  | June 30,2003 |         |   | December 31,2002 |  
|--------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | -
|ASSETS                                                                                        |  | (Unaudited)  |         |   |                  |  
|Cash and due from banks                                                                       |  | $            | 8,616   |   |                  | $
|Federal funds sold                                                                            |  |              | 5,009   |   |                  |  
|Securities available for sale                                                                 |  |              |         |   |                  |  
|U.S. Government agencies (book value of $7,343-2003 and $8,874-2002)                          |  |              | 7,525   |   |                  |  
|Obligations of state and political subdivisions (book value of $29,841-2003 and $28,647-2002) |  |              | 32,074  |   |                  |  
|Other Securities (book value of $5,262-2003 and $5,576-2002)                                  |  |              | 5,810   |   |                  |  
|                                                                                              |  |             
|Loans held for resale                                                                         |  |              | 145     |   |                  |  
|                                                                                              |  |             
|Loans                                                                                         |  |              | 166,713 |   |                  |  
|Less: Allowance for loan losses                                                               |  |              | (2,170  | ) |                  |  
|                                                                                              |  |              |         |   |                  |  
|Net loans                                                                                     |  |              | 164,543 |   |                  |  
|                                                                                              |  |             
|Bank premises and equipment, net                                                              |  |              | 6,653   |   |                  |  
|Accrued interest receivable                                                                   |  |              | 1,216   |   |                  |  
|Intangible assets, net                                                                        |  |              | 965     |   |                  |  
|Other assets                                                                                  |  |              | 2,847   |   |                  |  
|                                                                                              |  |              |         |   |                  |  
|Total assets                                                                                  |  | $            | 235,403 |   |                  | $
|                                                                                              |  |              |         |   |                  |  



See accompanying notes to consolidated
financial statements.



1



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., INC.

Consolidated Balance Sheets



|                                           |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   | June 30, 2003 |  | December 31, 2002 |  | 
|------------------------------------------ |  | ---------- |  | ---------- |  |  |  |  |  |  |  |  |  |  |  | - | ------- |  | - | ------------- |  | ----------------- |  | 
|                                           |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   | (Unaudited)   |  |                   |  | 
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                  
|                                           |  |            |  |            |  |  |  |  |  | 
|Deposits                                   |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                  
|Noninterest bearing deposits               |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  | $ | 21,141  |  | $ | 17,784        |  |                  
|Interest bearing deposits                  |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 185,606 |  |   | 183,477       |  |                  
|                                           |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                  
|Total deposits                             |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 206,747 |  |   | 201,261       |  |                  
|                                           |  |            |  |            |  |  |  |  |  | 
|Federal Home Loan Bank advances            |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 4,000   |  |   | 4,000         |  |                  
|Accrued interest payable                   |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 400     |  |   | 493           |  |                  
|Other liabilities                          |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 1,628   |  |   | 1,011         |  |                  
|                                           |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                  
|Total liabilities                          |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 212,775 |  |   | 206,765       |  |                  
|                                           |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                  
|                                           |  |            |  |            |  |  |  |  |  | 
|Commitments                                |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                  
|Stockholders equity                       |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                  
|Common stock, $5.00 par value              |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 5,902   |  |   | 5,889         |  |                  
|                                           |  |            |  |            |  |  |  |  |  |  |  | 
|                                           |  | 6/30/03    |  | 12/31/02   |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                   |  | 
|Shares auth.                               |  | 10,000,000 |  | 10,000,000 |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                   |  | 
|Shares o/s                                 |  | 1,180,320  |  | 1,177,849  |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                   |  | 
|Paid in capital                            |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 4,967   |  |   | 4,931         |  |                  
|Accumulated other comprehensive income     |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 1,956   |  |   | 1,578         |  |                  
|Retained earnings                          |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 9,803   |  |   | 8,948         |  |                  
|                                           |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                   |  | 
|Total stockholders equity                 |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   | 22,628  |  |   | 21,346        |  |                  
|                                           |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                   |  | 
|Total liabilities and stockholders equity |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  | $ | 235,403 |  | $ | 228,111       |  |                  
|                                           |  |            |  |            |  |  |  |  |  |  |  |  |  |  |  |   |         |  |   |               |  |                  



See accompanying notes
to consolidated financial statements.



2



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., INC.

Consolidated Statements of Earnings

(in Thousands)



|                                                                 |  | Three Months EndedJune 30, |      
|---------------------------------------------------------------- |  | -------------------------- | -----
|                                                                 |  | 2003                       |      
|                                                                 |  | (Unaudited)                |      
|Interest Income                                                  |  |                            |      
|Interest and fees on loans                                       |  | $                          | 2,888
|Interest on federal funds sold                                   |  |                            | 6    
|Interest on U.S. Treasury securities and U.S. Agency Obligations |  |                            | 60   
|Interest on obligations of state and political subdivisions      |  |                            | 395  
|Interest on other securities                                     |  |                            | 33   
|Other interest income                                            |  |                            | 2    
|                                                                 |  |                            |      
|Total interest income                                            |  |                            | 3,384
|                                                                 |  |                            |      
|Interest Expense                                                 |  |                            |      
|Interest on savings and interest bearing deposits                |  |                            | 124  
|Interest on certificates of deposit                              |  |                            | 917  
|Interest on federal funds purchased                              |  |                            | 0    
|Interest Federal Home Loan Bank advances                         |  |                            | 28   
|                                                                 |  |                            |      
|Total interest expense                                           |  |                            | 1,069
|                                                                 |  |                            |      
|Net interest income                                              |  |                            | 2,315
|Provision for loan losses                                        |  |                            | 150  
|                                                                 |  |                            |      
|Net interest income after provision for loan losses              |  |                            | 2,165
|                                                                 |  |                            |      
|Noninterest Income                                               |  |                            |      
|Service charges on deposit accounts                              |  |                            | 171  
|Securities gains (losses) -net                                   |  |                            | 5    
|Gains/(losses) on sale of loans                                  |  |                            | 22   
|Other fee income                                                 |  |                            | 94   
|All other noninterest income                                     |  |                            | 41   
|                                                                 |  |                            |      
|Total noninterest income                                         |  |                            | 333  
|                                                                 |  |                            |      
|Noninterest Expense                                              |  |                            |      
|Salaries and employee benefits                                   |  |                            | 939  
|Premises and fixed assets                                        |  |                            | 220  
|Intangible premium amortization                                  |  |                            | 32   
|Other expenses                                                   |  |                            | 500  
|                                                                 |  |                            |      
|Total noninterest expense                                        |  |                            | 1,691
|                                                                 |  |                            |      
|Income before income taxes                                       |  |                            | 807  
|Income taxes                                                     |  |                            | 170  
|                                                                 |  |                            |      
|Net income                                                       |  | $                          | 637  
|                                                                 |  |                            |      
|Earnings per share, basic                                        |  | $                          | 0.54 
|Earnings per share, diluted                                      |  | $                          | 0.54 



See accompanying notes to consolidated
financial statements.



3



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., Inc.

Consolidated Statements of Earnings

(in Thousands)



|                                                                             |  | Six Months Ended June 30, |      
|---------------------------------------------------------------------------- |  | ------------------------- | -----
|                                                                             |  | 2003                      |      
|                                                                             |  | (Unaudited)               |      
|Interest Income                                                              |  |                           |      
|Interest and fees on loans                                                   |  | $                         | 5,669
|Interest on federal funds sold                                               |  |                           | 8    
|Interest on U.S. Treasury securities and U.S. Agency Obligations             |  |                           | 143  
|Interest on securities issued by state and political subdivisions in the U.S |  |                           | 677  
|Interest on other securities                                                 |  |                           | 163  
|Other interest income                                                        |  |                           | 3    
|                                                                             |  |                           |      
|Total interest income                                                        |  |                           | 6,663
|                                                                             |  |                          
|Interest Expense                                                             |  |                           |      
|Interest on savings and interest bearing deposits                            |  |                           | 247  
|Interest on certificates of deposit                                          |  |                           | 1,881
|Interest on federal funds purchased                                          |  |                           | 4    
|Interest Federal Home Loan Bank advances                                     |  |                           | 55   
|                                                                             |  |                           |      
|Total interest expense                                                       |  |                           | 2,187
|                                                                             |  |                           |      
|Net interest income                                                          |  |                           | 4,476
|Provision for loan losses                                                    |  |                           | 400  
|                                                                             |  |                           |      
|Net interest income after provision for loan losses                          |  |                           | 4,076
|                                                                             |  |                           |      
|Noninterest Income                                                           |  |                           |      
|Service charges on deposit accounts                                          |  |                           | 352  
|Securities gains (losses) -net                                               |  |                           | 22   
|Gains/(losses) on sale of loans                                              |  |                           | 41   
|Other fee income                                                             |  |                           | 140  
|All other noninterest income                                                 |  |                           | 126  
|                                                                             |  |                           |      
|Total noninterest income                                                     |  |                           | 681  
|                                                                             |  |                           |      
|Noninterest Expense                                                          |  |                           |      
|Salaries and employee benefits                                               |  |                           | 1,824
|Premises and fixed assets                                                    |  |                           | 424  
|Intangible premium amortization                                              |  |                           | 63   
|Other expenses                                                               |  |                           | 959  
|                                                                             |  |                           |      
|Total noninterest expense                                                    |  |                           | 3,270
|                                                                             |  |                           |      
|Income before income taxes                                                   |  |                           | 1,487
|Income taxes                                                                 |  |                           | 313  
|                                                                             |  |                           |      
|Net income                                                                   |  | $                         | 1,174
|                                                                             |  |                           |      
|Earnings per share, basic                                                    |  | $                         | 1.00 
|Earnings per share, diluted                                                  |  | $                         | 0.99 



See accompanying notes
to consolidated financial statements.



4



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., Inc.

Consolidated Statements of Cash Flows

(in Thousands)



|                                                                                  |  | Six Months Ended June 30, |       
|--------------------------------------------------------------------------------- |  | ------------------------- | ------
|                                                                                  |  | 2003                      |       
|                                                                                  |  | (Unaudited)               |       
|Cash Flows from Operating Activities                                              |  |                           |       
|Net income                                                                        |  | $                         | 1,174 
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |       
|Depreciation and amortization                                                     |  |                           | 247   
|Origination of loans held for sale                                                |  |                           | (4,421
|Proceeds from sale of loans held for sale                                         |  |                           | 5,448 
|Provision for loan losses                                                         |  |                           | 400   
|Net (accretion) on securities                                                     |  |                           | (100  
|Net (gain) loss on sale of securities                                             |  |                           | (22   
|(Gain) loss on sale of loans                                                      |  |                           | (41   
|(Increase) in accrued interest receivable and other assets                        |  |                           | (58   
|Increase in accrued expenses and other liabilities                                |  |                           | 524   
|                                                                                  |  |                           |       
|Net cash provided by operating activities                                         |  | $                         | 3,151 
|                                                                                  |  |                           |       
|Cash Flows from Investing Activities                                              |  |                           |       
|Proceeds from sale of securities available-for-sale                               |  |                           | 561   
|Proceeds from maturities and calls of securities available-for-sale               |  |                           | 3,240 
|Purchase of securities available for sale                                         |  |                           | (3,028
|Net (increase) in loans to customers                                              |  |                           | (3,221
|(Increase) decrease in federal funds sold                                         |  |                           | (2,704
|Capital expenditures                                                              |  |                           | (202  
|                                                                                  |  |                           |       
|Net cash (used in) investing activities                                           |  | $                         | (5,354
|                                                                                  |  |                           |       
|Cash Flows from Financing Activities                                              |  |                           |       
|Net increase in deposits                                                          |  |                           | 5,486 
|Proceeds from issuance of common stock                                            |  |                           | 49    
|Increase in federal funds purchased                                               |  |                           | 0     
|Dividends paid                                                                    |  |                           | (319  
|                                                                                  |  |                           |       
|Net cash provided by financing activities                                         |  | $                         | 5,216 
|                                                                                  |  |                           |       
|Net increase in cash and cash equivalents                                         |  | $                         | 3,013 
|Cash and Cash Equivalents                                                         |  |                           |       
|Beginning of period                                                               |  |                           | 5,603 
|                                                                                  |  |                           |       
|End of period                                                                     |  | $                         | 8,616 
|                                                                                  |  |                           |       
|Supplemental disclosure of cash flow information                                  |  |                           |       
|Cash paid during the year                                                         |  |                           |       
|Interest                                                                          |  | $                         | 2,280 
|                                                                                  |  |                           |       
|Income Taxes                                                                      |  | $                         | 96    
|                                                                                  |  |                           |       



See accompanying notes
to consolidated financial statements.



5



---

##### Table of Contents

Statement of Changes in Stockholders Equity

For the Six Month Periods Ended June 30, 2003 and 2002

(in thousands)

(Unaudited)



|                                                                        |  | CommonStock |       | AdditionalPaid-InCapital |   | RetainedEarnings |  |   | Accumulated OtherComprehensiveIncome |   | ComprehensiveIncome |   |       | Total |  
|----------------------------------------------------------------------- |  | ----------- | ----- | ------------------------ | - | ---------------- |  | - | ------------------------------------ | - | ------------------- | - | ----- | ----- | -
|Balance, December 31, 2001                                              |  | $           | 5,870 |                          | $ | 4,875            |  | $ | 7,788                                |   |                     | $ | 514   |       |  
|Comprehensive Income:                                                   |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Net income                                                              |  |             |       |                          |   |                  |  |   | 1,035                                |   |                     |   |       |       | $
|Other comprehensive income, net of tax:                                 |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Unrealized gain on securities available for sale, net of deferred taxes |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Add: Reclassification adjusment, net of tax                             |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Other comprehensive income, net of tax                                  |  |             |       |                          |   |                  |  |   |                                      |   |                     |   | 505   |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Total comprehensive income                                              |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Cash dividends, $0.26 per share                                         |  |             |       |                          |   |                  |  |   | (304                                 | ) |                     |   |       |       |  
|Issuance of common stock under dividend reinvestment plan               |  |             | 9     |                          |   | 28               |  |   |                                      |   |                     |   |       |       |  
|Issuance of common stock under Employee Stock Option Plan               |  |             | 1     |                          |   | 1                |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Balance, June 30, 2002                                                  |  | $           | 5,880 |                          | $ | 4,904            |  | $ | 8,519                                |   |                     | $ | 1,019 |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                 
|                                                                        |  | CommonStock |       | AdditionalPaid-InCapital |   | RetainedEarnings |  |   | AccumulatedOtherComprehensiveIncome  |   | ComprehensiveIncome |   |       | Total |  
|Balance, December 31, 2002                                              |  | $           | 5,889 |                          | $ | 4,931            |  | $ | 8,948                                |   |                     | $ | 1,578 |       |  
|Comprehensive Income:                                                   |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Net income                                                              |  |             |       |                          |   |                  |  |   | 1,174                                |   |                     |   |       |       | $
|Other comprehensive income, net of tax:                                 |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Unrealized gain on securities available for sale, net of deferred taxes |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Less: Reclassification adjusment, net of tax                            |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Other comprehensive income, net of tax                                  |  |             |       |                          |   |                  |  |   |                                      |   |                     |   | 378   |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Total comprehensive income                                              |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Cash dividends, $0.27 per share                                         |  |             |       |                          |   |                  |  |   | (319                                 | ) |                     |   |       |       |  
|Issuance of common stock under dividend reinvestment plan               |  |             | 8     |                          |   | 28               |  |   |                                      |   |                     |   |       |       |  
|Issuance of common stock under Employee Stock Option Plan               |  |             | 5     |                          |   | 8                |  |   |                                      |   |                     |   |       |       |  
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  
|Balance, June 30, 2003                                                  |  | $           | 5,902 |                          | $ | 4,967            |  | $ | 9,803                                |   |                     | $ | 1,956 |       | $
|                                                                        |  |             |       |                          |   |                  |  |   |                                      |   |                     |   |       |       |  



See accompanying notes to consolidated
financial statements.





6



---

##### Table of Contents

BOE FINANCIAL SERVICES OF VA., INC.

Notes to Consolidated Financial Statements

(in Thousands)

(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 and six month periods ended June 30, 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. The following
is a summary of the basic and diluted earnings per share calculation for the three and six months ended June 30, 2003 and 2002:



|                                  |  | Three months ended June 30, |           | Six months ended June 30,
|--------------------------------- |  | --------------------------- | --------- | -------------------------
|                                  |  | 2003                        |           | 2002                     
|Basic earnings per share:         |  |                             |           |                          
|Net income                        |  | $                           | 637       |                          
|Average common shares outstanding |  |                             | 1,178,463 |                          
|Basic net income per share        |  | $                           | 0.54      |                          
|Diluted earnings per share:       |  |                             |           |                          
|Net income                        |  | $                           | 637       |                          
|Average common shares outstanding |  |                             | 1,185,936 |                          
|Diluted net income per share      |  | $                           | 0.54      |                          



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 June 30, 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.





7



---

##### Table of Contents

|Six months Ended June 30,                                                                                                         |  | 2003 |       |   | 2002 |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | -
|Net income, as reported                                                                                                           |  | $    | 1,174 |   |      | $
|Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of tax
effect |  |      | (21   | ) |      |  
|                                                                                                                                  |  |      |       |   |      |  
|Pro forma net income                                                                                                              |  | $    | 1,153 |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|Earnings per share:                                                                                                               |  |      |       |   |      |  
|Basic-as reported                                                                                                                 |  | $    | 1.00  |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|Basic-pro forma                                                                                                                   |  | $    | 0.98  |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|Diluted-as reported                                                                                                               |  | $    | 0.99  |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|Diluted-pro forma                                                                                                                 |  | $    | 0.97  |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|                                                                                                                                  |  |     
|Three months Ended June 30,                                                                                                       |  | 2003 |       |   | 2002 |  
|Net income, as reported                                                                                                           |  | $    | 637   |   |      | $
|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                                                                                                              |  | $    | 627   |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|Earnings per share:                                                                                                               |  |      |       |   |      |  
|Basic-as reported                                                                                                                 |  | $    | 0.54  |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|Basic-pro forma                                                                                                                   |  | $    | 0.53  |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|Diluted-as reported                                                                                                               |  | $    | 0.54  |   |      | $
|                                                                                                                                  |  |      |       |   |      |  
|Diluted-pro forma                                                                                                                 |  | $    | 0.53  |   |      | $
|                                                                                                                                  |  |      |       |   |      |  



8



---

##### Table of Contents

5. Recent Accounting Pronouncements



In April 2003, the Financial Accounting Standards Board issued Statement No. 149, Amendment of Statement 133 on Derivative Instruments
and Hedging Activities. This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts(collectively referred to as derivatives) and for
hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. This Statement is effective for contracts entered into or modified after June 30, 2003 and is not expected to have an impact on the
Corporations consolidated financial statements.



In May
2003, the Financial Accounting Standards Board issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those
instruments were previously classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15,
2003, except for mandatory redeemable financial instruments of nonpublic entities. Adoption of the Statement did not result in an impact on the Corporations consolidated financial statements.



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 the Banks 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 actual losses could be greater or less than the estimates.



9



---

##### Table of Contents

The allowance consists of specific, general and unallocated components. The specific components relate to
loans that are classified as either doubtful or substandard. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows ( or collateral value or observable market price) of the impaired loan is
lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could
affect managements estimate of losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio



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.



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 June 30, 2003 BOE had total assets of $235.4 million, an increase of $7.3 million or 3.2% from $228.1 million at December
31, 2002. Total assets at June 30, 2002 were $220.0 million. The June 30, 2003 total assets figure represents an increase of 7.0% or $15.4 million over one year ago.



Total loans amounted to $166.7 million on June 30, 2003, an increase of $2.9 million, or 1.8% over the December 31, 2002
total loans of $163.8 million. This June 30, 2003 figure represents an increase of $4.6 million or 2.9% over total loans of $162.1 million on June 30, 2002.



10



---

##### Table of Contents

The Companys securities portfolio decreased $0.1 million, or 0.2% from $45.5 million at December
31, 2002 to $45.4 million at June 30, 2003. Total securities were $41.7 million on June 30, 2002. Federal funds sold were $5.0 million on June 30, 2003; at December 31, 2002 BOE had sold $2.3 million of federal funds. The Bank had federal funds
purchased of $0.2 million as of June 30, 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 June 30, 2003 securities AFS portfolio was $45.4 million compared to $45.5 million at December 31, 2002
and $41.7 million at June 30, 2002. The impact of the change in market value of AFS securities represented $2.0 million, net of deferred income taxes, is reflected in the Statement of Changes in Stockholders Equity under Accumulated Other
Comprehensive Income. On June 30, 2003, the Companys net unrealized gain on AFS securities represented $2.0 million, compared to $1.6 million at December 31, 2002 and a net unrealized gain of $1.0 million at June 30, 2002. These totals are
also reported on the Balance Sheet under Stockholders Equity on the Accumulated Other Comprehensive Income line.



Total deposits at June 30, 2003 were $206.7 million. This $5.5 million increase is 2.7% greater than total deposits of $201.3 million at December 31, 2002
and $16.9 million, or 8.9% greater than total deposits of $189.9 million at June 30, 2002.



Stockholders equity at June 30, 2003 was $22.6 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 $20.3 million, or 9.2%
of total assets at June 30, 2002.



Results of Operations

Net Income



Net income was $637,000 for the second quarter of 2003, or $0.54 per diluted share. This compares to net income of $524,000, or $0.44 per diluted share in the second quarter of 2002. The increase in earnings for the
second quarter of 2003 over 2002 was $113,000, or 21.6%.



The
increase in quarterly earnings was primarily attributable to a $381,000, or 26.2%, reduction in funding costs due to the generally lower level of interest rates in the second quarter of 2003 compared to the same period in 2002. This resulted in an
improvement in net interest margin of 14.2%, or $287,000, from $2.0 million in the second quarter of 2002 to $2.3 million for the second quarter of 2003. Total noninterest income increased $13,000, or 4.1%, from $320,000 in the second quarter of
2002 to $333,000 in the second quarter of 2003.



These
increases in net interest income were accompanied by a decrease in the cost of the Companys provision for loan losses. The Company expensed $20,000 less in the second quarter of 2003, $150,000, as compared to $170,000 in the second quarter of
2002. Total noninterest expenses increased $177,000, or 11.7%, from $1.5 million in the second quarter of 2002 to $1.7 million in the second quarter of 2003. Income taxes were $140,000 in the second quarter of 2002 compared to $170,000 in the second
quarter of 2003.



For the six month comparison period ended
June 30, 2003 the Company had net income of $1.2 million compared to $1.0 million for the six month period ended June 30, 2002. This represents an increase of $139,000, or 13.4%. Diluted earnings per share were $0.99 for the six month period ending
June 30, 2002 compared to $0.88 for the same period in 2002.



The increase in earnings for the first six months of 2003 was attributable to an increase of 14.2%, or $556,000, in net interest income. Net interest income was $4.5 million for the 2003 comparison period and $3.9 million for 2002. The
increase in net interest income for 2003 over 2002 was the result of a 91 basis point decrease in the cost of total sources of funds. Additionally, noninterest income was $681,000 for the 2003 comparison period and $601,000 for 2002. This was an
increase of $80,000, or 13.3%.



11



---

##### Table of Contents

Offsetting these increases to net interest income was an increase of 48.2%, or $130,000, in the
Companys provision for loan losses. The Company expensed $270,000 to provision for loan losses in the first six months of 2002 compared to $400,000 for the same period in 2003. Additionally, noninterest expenses were $3.3 million for the six
month period ended June 30, 2003 compared to $2.9 million for the same period in 2002. This was an 11.4% increase, or $334,000. Salary and employee benefits represented the largest component of this increase, $290,000 greater for the 2003 six month
comparison period. Income taxes were $313,000 for the first six months of 2003 compared to $280,000 during the 2002 comparison period. This represented an increase of 11.8%, or $33,000.



Net Interest Income



The Company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 June 30, 2003, the Companys interest-earning assets exceeded its interest-bearing liabilities by approximately $27.8 million, compared with a $22.3 million excess one year ago.
Net interest margins were 4.21% through June 30, 2003 compared to 3.81% through June 30, 2002 as determined through an internal margin calculation.



Annualized net interest income on a tax-equivalent basis through six months of 2003 increased by 15.6% to $8.9 million from $7.7 million for the same
period a year ago. Through the first six months of 2003 the Companys yield on earning assets was 6.71%, down from 6.78% a year ago, while its cost of average interest bearing liabilities decreased from 3.34% to 3.14% during the same period.
The Bank has outstanding a one year line of credit from the Federal Home Loan Bank of Atlanta for $4,000,000. The cost of this borrowing is 2.75%. The Companys average loan-to-deposit ratio has decreased from 82.5% for the six month period
ended June 30, 2002 to 82.3% for the same period ended June 30, 2003.



Provision for Credit Losses



The Companys
provision for credit losses decreased to $150,000 for the second quarter of 2003 compared to $170,000 in the second quarter of 2002 due to slower growth in the loan portfolio, known and inherent risks in the portfolio, and economic conditions. For
the six month period ended June 30, 2003 the Company had expensed $400,000 to its provision compared to $270,000 for the same period in 2002. Net charged-off loans were $345,000 in the first six months of 2003 and $192,000 in the first six months of
2002. The allowance for loan losses as a percentage of total loans was 1.30%, 1.29%, and 1.33%, respectively as of June 30, 2003, December 31, 2002 and June 30, 2002.



Noninterest Income



Noninterest income, including gains/(losses) on securities, was $333,000 for the second quarter of 2003 compared to $320,000 in the same period of 2002.
This represented an increase of 4.1%, or $13,000. All other noninterest income was $41,000 for the second quarter of 2003 compared to $95,000 for the same period in 2002. This represented a decrease of $54,000, or 56.8%, primarily due to a $51,000
debit to gains/(losses) on Sale/disposal of fixed assets and a $13,000 reduction in receivables based lending fee income. Other fee income increased 51.6%, from $62,000 in the second quarter of 2002 to $94,000 in the second quarter of 2003. This was
due to an increased volume of refinancing activity for the 2003 period compared to 2002.



On a year-to-date basis noninterest income increased 13.3%, or $80,000, from $601,000 for the first six months of 2002 to $681,000 for the same period in 2003.



Noninterest Expenses



Noninterest expenses increased $177,000, or 11.7%, from $1.5 million in the second quarter of 2002 to $1.7 million in the
second quarter of 2003. Salaries and employee benefits comprised the largest component of this increase, $131,000, or 16.2%, from $808,000 in the second quarter of 2002 to $939,000 in the second quarter of 2003. This component increase was a result
of additional personnel, salary increases and escalating health care costs.



12



---

##### Table of Contents

For the six month period ended June 30, 2003, noninterest expenses increased $334,000, or 11.4%, to $3.3
million in the 2003 comparison period from $2.9 million in 2002. Salaries and employee benefits were the major component of this increase, $290,000, or 18.9%, from $1.5 million in the 2002 comparison period to $1.8 million in the first six months of
2003.



Income Taxes



Income tax expense for the second quarter of 2003 was $170,000. This
represents an increase of $30,000, or 21.4%, over $140,000 in income tax expense for the same period in 2002.



Through the first six months of 2003, income tax expense increased 11.8%, or $33,000, from $280,000 to $313,000.



Asset Quality



The Companys allowance for credit losses totaled $2.2 million on June 30, 2003 or 1.30% of total loans, as compared to
1.29% at December 31, 2002 and 1.33% on June 30, 2002. On June 30, 2003, the Company had non-accruing loans of $1.724 million compared to $841,000 on June 30, 2002. Loans past due 90 days or more and still accruing interest totaled $136,000 on June
30, 2003 compared to $1.830 million on June 30, 2002. The increase in non-accruing loans for June 30, 2003 over June 30, 2002 corresponds to the decrease in loans past due 90 days or more and still accruing interest for the same period. At September
30, 2002, the Bank adopted a much stricter policy that adheres to federal regulatory guidelines for placing loans on non-accruing 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 June 30, 2003, the Banks ratio of total capital to risk-weighted
assets was 11.88% and its ratio of Tier 1 Capital to risk-weighted assets was 10.70%. The Banks leverage ratio (Tier I capital to average adjusted total assets) was 8.59%. These ratios exceed regulatory minimums.



13



---

##### Table of Contents

Item 3. Controls and Procedures



As of
the end of the period covered by 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 Securities Exchange Act of 1934. 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



BOE Financial Services of Virginia, Inc. held its annual shareholders meeting on May 9, 2003.



Alexander F. Dillard Jr., Frances H. Ellis and Philip T. Minor, all of the directors nominated for election, were elected to the Board of Directors of the Company to serve until the Annual Meeting held in 2006 and
until their successors are duly elected.



Votes were cast in the election of
Directors as follows:



|                         |  | FOR     |  | AGAINST |  | ABSTAIN
|------------------------ |  | ------- |  | ------- |  | -------
|Alexander F. Dillard Jr. |  | 887,897 |  | 0       |  | 23,707 
|Frances H. Ellis         |  | 887,351 |  | 0       |  | 24,254 
|Philip T. Minor          |  | 887,997 |  | 0       |  | 23,607 



The appointment of Yount, Hyde &
Barbour, P.C. as independent auditors of the Company for 2003 was ratified by the shareholders of the Company.



|FOR |  | 909,309
|--- |  | -------

|AGAINST |  | 0
|------- |  | -

|ABSTAIN |  | 1,878
|------- |  | -----



Item 5. Other Information

None



14



---

##### Table of Contents

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



|(a) |  | Exhibit Listing
|--- |  | ---------------



|ExhibitNumber |  | 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 March 24, 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).                                                                                
|              | 
|              |  | BOE Financial Services Dividend Reinvestment Plan (Incorporated by reference to the Registrants Registration Statement on Form S-3D filed November 8, 2000).                                                                                                                     
|              | 
|31.1          |  | Certification of Chief Executive Officer required by the Securities Exchange Act of 1934.                                                                                                                                                                                         
|              | 
|31.2          |  | Certification of Chief Financial Officer required by the Securities Exchange Act of 1934.                                                                                                                                                                                         
|              | 
|32.2          |  | Certification of Chief Financial Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.                                                                                                                                       
|              | 
|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).                                                                                                                     



|(b) |  | No reports on Form 8-K were filed.
|--- |  | ----------------------------------



15



---

##### 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.



(Date) 8/14/03

BOE Financial Services of Virginia, Inc. (Registrant)By:

/s/ George M. Longest, Jr.(Signature) George M. Longest,
Jr. President and Chief Executive Officer




(Date) 8/14/03

By:

/s/ Bruce E. Thomas(Signature) Bruce E.
Thomas Secretary, Vice President & Chief Financial Officer




16