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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For quarterly period ending March 31, 2004
Commission File Number 000-26562

VALRICO BANCORP, INC.






Florida






65-0553757






1815 East State Road 60, Valrico, Florida 33594






(813) 689-1231






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

Title of each Class
    
    Name of each exchangewhich registeredNone
    
    None


Securities registered under Section 12(g) of the Act:
Common Stock, no par value






As of March 31, 2004, there were 323,990 shares of common stock outstanding.

Transitional small business disclosure format (check one):

x




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|                                 |                                                                                       |                                                            |  |  |  |  |  | 
|-------------------------------- | ------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|                                 |                                                                                       | Consolidated Balance Sheets                               
|                                 |                                                                                       | Consolidated Statements Of Income                         
|                                 |                                                                                       | CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
|                                 |                                                                                       | Consolidated Statements Of Cash Flows                     
|                                 |                                                                                       | Notes to Consolidated Financial Statements                
|                                 | Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                 | Disclosure Of Evaluation Of Disclosure Controls And Procedures                       
|Part II                         
|                                 | Item 6. Exhibits and Reports on Form 8-K                                             
|Signatures                      
|EX-31.1 302 Certification of CEO
|EX-31.2 302 Certification of CFO
|EX-32.1 906 Certification of CEO
|EX-32.2 906 Certification of CFO



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Valrico Bancorp, Inc.
And Subsidiary
Consolidated Balance Sheets

March 31,
    
    December 31,2004
    
    2003(in thousands)AssetsCash and Non-Interest Bearing Deposits
    
    $
    8,375
    
    
    $
    5,788Federal Funds Sold
    
    
    
    
    
    
    Securities Available for Sale
    
    
    25,451
    
    
    
    25,708Securities Held to Maturity
    
    
    879
    
    
    
    887Loans, Net
    
    
    87,914
    
    
    
    84,892Facilities, Net
    
    
    3,100
    
    
    
    3,089Other Real Estate
    
    
    303
    
    
    
    303Accrued Interest Receivable
    
    
    578
    
    
    
    558Other Assets
    
    
    2,446
    
    
    
    1,657Total Assets
    
    $
    129,046
    
    
    $
    122,882LiabilitiesDepositsDemand Deposits
    
    $
    26,859
    
    
    $
    19,758NOW Accounts
    
    
    21,660
    
    
    
    22,570Money Market Accounts
    
    
    8,160
    
    
    
    8,645Savings Accounts
    
    
    19,732
    
    
    
    20,551Time Deposits, $100,000 and Over
    
    
    8,965
    
    
    
    9,736Other Time Deposits
    
    
    24,842
    
    
    
    25,580Total Deposits
    
    
    110,218
    
    
    
    106,840Securities Sold Under the Agreement to Repurchase
    
    
    766
    
    
    
    1,620Accounts Payable and Accrued Liabilities
    
    
    1,382
    
    
    
    772Advances Under Line Of Credit
    
    
    3,195
    
    
    
    695Notes Payable
    
    
    2,866
    
    
    
    2,887Total Liabilities
    
    
    118,427
    
    
    
    112,814Stockholders EquityCommon Stock, No Par Value, Authorized 1,000,000 Shares,
Issued and Outstanding 323,990 for March 2004 and 323,990
for December 2003
    
    
    324
    
    
    
    324Capital Surplus
    
    
    3,004
    
    
    
    3,004Retained Earnings
    
    
    6,868
    
    
    
    6,466Accumulated Other Comprehensive Income
    
    
    423
    
    
    
    274Total Stockholders Equity
    
    
    10,619
    
    
    
    10,068Total Liabilities and Stockholders Equity
    
    $
    129,046
    
    
    $
    122,882




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Valrico Bancorp, Inc.
And Subsidiary
Consolidated Statements Of Income

3-Months EndedMarch 31,2004
    
    2003(in thousands)Interest IncomeInterest and Fees on Loans
    
    $
    1,522
    
    
    $
    1,409Interest on Investment Securities
    
    
    262
    
    
    
    243Income on Federal Funds Sold
    
    
    
    
    
    
    21Total Interest Income
    
    
    1,784
    
    
    
    1,673Interest ExpenseInterest on Deposits
    
    
    272
    
    
    
    395Interest on Term Debt
    
    
    54
    
    
    
    55Total Interest Expense
    
    
    326
    
    
    
    450Net Interest Income
    
    
    1,458
    
    
    
    1,223Provision for Loan Losses
    
    
    30
    
    
    
    30Net Interest Income After Provision for Loan Losses
    
    
    1,428
    
    
    
    1,193Other IncomeService Charges on Deposit Accounts
    
    
    210
    
    
    
    224Miscellaneous Income
    
    
    52
    
    
    
    29Total Other Income
    
    
    262
    
    
    
    253Other ExpensesSalaries and Employee Benefits
    
    
    628
    
    
    
    555Occupancy Expense
    
    
    92
    
    
    
    84Equipment Expense
    
    
    63
    
    
    
    63Stationary, Printing and Supplies
    
    
    26
    
    
    
    30Miscellaneous Expenses
    
    
    252
    
    
    
    199Total Other Expenses
    
    
    1,061
    
    
    
    931Income Before Taxes
    
    
    629
    
    
    
    515Income Taxes
    
    
    227
    
    
    
    191Net Income
    
    
    402
    
    
    
    324Other Comprehensive IncomeUnrealized Gains(Losses) on Securities
    
    
    149
    
    
    
    -0-Comprehensive Income
    
    $
    551
    
    
    $
    324Per Share Data:Basic
    
    
    323,990
    
    
    
    308,537Diluted
    
    
    383,900
    
    
    
    373,150Earnings Per Share:Basic
    
    $
    1.24
    
    
    $
    1.05Diluted
    
    $
    1.05
    
    
    $
    0.87




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VALRICO BANCORP, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

Common
    
    Capital
    
    Retained
    
    Comprehensive
    
    Total StockStock
    
    Surplus
    
    Earnings
    
    Income
    
    Holders EquityBalance, December 31, 2003
    
    $
    324
    
    
    $
    3,004
    
    
    $
    6,466
    
    
    $
    274
    
    
    $
    10,068Net Income
    
    
    
    
    
    
    
    
    
    
    402
    
    
    
    
    
    
    
    402Stock Redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Change In Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149
    
    
    
    149Balance, March 31, 2004
    
    $
    324
    
    
    $
    3,004
    
    
    $
    6,868
    
    
    $
    423
    
    
    $
    10,619Balance, December 31, 2002
    
    $
    309
    
    
    $
    2,625
    
    
    $
    5,070
    
    
    $
    369
    
    
    $
    8,373Net Income
    
    
    
    
    
    
    
    
    
    
    324
    
    
    
    
    
    
    
    324Stock Redemption
    
    
    (1
    )
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    (10
    )Net Change In Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, March 31, 2003
    
    $
    308
    
    
    $
    2,616
    
    
    $
    5,394
    
    
    $
    369
    
    
    $
    8,687




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Valrico Bancorp, Inc.
And Subsidiary
Consolidated Statements Of Cash Flows

3 Months EndedMarch 31,2004
    
    2003(in thousands)Cash Flows from Operating ActivitiesNet Income
    
    $
    402
    
    
    $
    324Adjustments to Reconcile net income to netCash provided by (used in) operating activities:Provision for Loan Losses
    
    
    30
    
    
    
    30Depreciation and amortization
    
    
    47
    
    
    
    50Net amortization (accretion) of investments
Security premiums and discounts
    
    
    29
    
    
    
    44(Increase) Decrease in assets:Accrued Interest Receivable
    
    
    (20
    )
    
    
    (57
    )Other Assets
    
    
    (789
    )
    
    
    (347
    )Increase (Decrease) in liabilities:Accounts payable and Accrued Liabilities
    
    
    610
    
    
    
    605Net Cash provided by (used in ) operating Activities
    
    
    309
    
    
    
    449Cash flows from investing activitiesSecurities available for sale:Purchase of investment securities
    
    
    (3,037
    )
    
    
    (4,615
    )Proceeds from maturities of investment securities
    
    
    3,414
    
    
    
    1,357Securities to be Held to Maturity:Proceeds from maturities of investment securities
    
    
    8
    
    
    
    19(Increase) Decrease in Federal Funds Sold
    
    
    
    
    
    
    (3,180
    )Net (Increase) Decrease in Loans
    
    
    (3,052
    )
    
    
    (2,160
    )Purchase of facilities
    
    
    (58
    )
    
    
    (30
    )Proceeds from the sale of Other Real Estate
    
    
    
    
    
    
    Net Cash provided by (used in) Investing Activities
    
    
    (2,725
    )
    
    
    (8,609
    )Cash flows from financing activities:Increase (Decrease) in deposits
    
    
    3,378
    
    
    
    8,204Net increase (Decrease) in securities sold under
agreement toRepurchase
    
    
    (854
    )
    
    
    496Net increase (Decrease) in notes payable
    
    
    2,479
    
    
    
    (18
    )Sale (redemption) of Common Stock
    
    
    
    
    
    
    (10
    )Net Cash Provided by (used by) financing activities
    
    
    5,003
    
    
    
    8,672Net increase (decrease) in cash
    
    
    2,587
    
    
    
    518Cash, beginning of period
    
    
    5,788
    
    
    
    9,088Cash, ending of period
    
    $
    8,375
    
    
    $
    9,595SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATIONCash paid during the period for:Interest
    
    
    378
    
    
    
    500Income taxes
    
    
    120
    
    
    
    15




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Valrico Bancorp, Inc.
And Subsidiary
Notes to Consolidated Financial Statements

Basis Of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United
States of America. In the opinion of management, all necessary adjustments
(consisting of normal recurring entries) have been made for a fair presentation
of the accompanying unaudited consolidated financial statements. These
financial statements rely, in part, on estimates. The results for the period
are not necessarily indicative of the results to be expected for the entire
year.

Valrico Bancorp, Inc., a one-bank holding company, acquired 100% of the common
stock of Valrico State Bank as of May 31, 1995 in a transaction accounted for
similar to a pooling of interests. Therefore, the unaudited consolidated
financial statements include the accounts of Valrico Bancorp, Inc. (the
Company) and its wholly owned subsidiary, Valrico State Bank (the Bank).
Significant intercompany balances and transactions have been eliminated in
consolidation.

Basic net income per share has been computed by dividing net income by the
average number of common shares outstanding of 323,990 as of March 31, 2004,
and 308,537 as of March 31, 2003. Diluted net income per share has been
computed by dividing net income by the average number of common shares and
common share equivalent outstanding of 383,900 as of March 31, 2004 and 373,150
as of March 31, 2003.



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Managements Discussion and Analysis of Financial Condition and Results of
Operations Results Of Operations The Companys primary
asset is its subsidiary bank, which is in its fourteenth
year of operation. During the three months ended March 31, 2004, the Bank
experienced a growth in deposits with an increase of $3,378,000 or 3.2%.
Demand Accounts had the highest percentage of growth at 35.9%, or an increase
of $7,101,000 in the three months ended March 31, 2004. Loan growth increased $3,022,000 or 3.6% for the three months ended March 31,
2004. The allowance for credit losses at March 31, 2004 was at $1,250,000
compared to 1,206,000 at December 31, 2003. The Bank had $2,000 in
charge-offs and had recoveries in the amount of $16,000 during the three months
ended March 31, 2004, and has loan classified as troubled in the amount of $0
as of March 31, 2004. A total of $30,000 was expensed for provision for loan
losses during the period. Management considers the allowance to be adequate at
this time. Nonaccrual loans amounted to $0 and $357,000 at March 31, 2004 and 2003,
respectively. Loans 90 days or more past due amounted to $0 and $83,000 at
March 31, 2004 and 2003, respectively. There were restructured loans in the
amount of $67,000 and $19,000 at March 31, 2004 and 2003, respectively. The
table on the following page sets forth a summary of loan loss experience:




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Managements Discussion and Analysis of Financial Condition and Results of
Operations (Cont.) Analysis of the Allowance for Loan Losses 3 Months EndedMarch 31,2004
    
    2003(in thousands)Beginning Reserves
    
    
    1,206
    
    
    
    1,015Charge offs:Commercial
    
    
    
    
    
    
    1Commercial Real Estate
    
    
    
    
    
    
    Consumer
    
    
    2
    
    
    
    Residential
    
    
    
    
    
    
    Total Charge Offs
    
    
    2
    
    
    
    1RecoveriesCommercial
    
    
    10
    
    
    
    1Commercial Real Estate
    
    

    Consumer
    
    
    6
    
    
    
    16Residential
    
    

    Total Recoveries
    
    
    16
    
    
    
    17Net Charge offs
    
    
    (14
    )
    
    
    (16
    )Provision for Loan Losses
    
    
    30
    
    
    
    30Ending Reserves
    
    
    1,250
    
    
    
    1,061Ratio of Net
Charge-offs During Period to Average Loans Outstanding During the
Period
    
    
    .02
    %
    
    
    .02
    %
 Consolidated net income for the three months ending March 31, 2004 was $402,000
or $1.24 and $1.05 per share, basic and diluted respectively, which compares to
$324,000 or $1.05 and $0.87 per share, basic and diluted respectively, for the
same period in 2003. This represents an increase over the comparable period of
$78,000. Salaries and benefits represent 59.2% of non-interest expenses for the three
months ended March 31, 2004, compared to 59.6% for the three months ended March
31, 2004. Salary expense for the three months ended March 31,
2004 increased
13.2% over the same period for 2003. The Tier I capital ratio was 8.20% and Total Capital ratio was 9.21% at March
31, 2004. The tier I capital to total risk-weighted assets ratio was 10.18%
and total risk based capital ratio was 11.43% at March 31, 2004.




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Disclosure Of Evaluation Of Disclosure Controls And Procedures Controls and Procedures. The Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Companys disclosure controls and procedures as of
March 31, 2004, pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Companys disclosure controls and procedures were effective as of
March 31, 2004, 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 was no change in the Companys internal control over financial reporting
that occurred during the Companys fiscal quarter ended March 31, 2004, that
has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.




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Part II 
 Item 6. Exhibits and Reports on Form 8-K All applicable exhibits required by item 601 of Regulation SB are furnished
herewith. No reports on Form 8-K were
filed during the quarter ended March 31, 2004. Item 703. Purchases of Equity Securities by the Issuer and Affiliated
Purchasers.  (a)
    
    In the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the issuer or any affiliated purchaser, as defined in §
240.10b-18(a)(3) of this chapter, of shares or other units of any class of
the issuers equity securities that is registered by the issuer pursuant
to section 12 of the Exchange Act. ISSUER PURCHASES OF EQUITY SECURITIES (d) Maximum Number(c) Total Number of
    
    (or ApproximateShares (or Units)
    
    Dollar Value) ofPurchased as Part
    
    Shares (or Units)(a) Total Number of
    
    (b)
    
    of Publicly
    
    that May Yet BeShares (or Units)
    
    Average Price Paid
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    Purchased
    
    per Share (or Unit)
    
    Programs
    
    Plans or ProgramsJanuary 2004
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0February 2004
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0March 2004
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0




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Signatures In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on it behalf by the undersigned, thereunto duly
authorized. May 14th 2004
    VALRICO BANCORP, INC.
\s\ Bob Mclean
Bob Mclean
President and Chief Executive Officer May 14th 2004
    \s\ Jerry L. Ball
Jerry L. Ball
Executive Vice President