##### Table of Contents



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, 2003
Commission File Number 000-26562

VALRICO BANCORP, INC.

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Florida(State or other jurisdiction of incorporation or organization) 65-0553757
(I.R.S.
employer Identification No.) 1815
East State Road 60, Valrico, Florida 33594
(Address of Principal executive offices and zip code) (813) 689-1231
(Registrants
telephone number, including area code) 
Securities
registered under Section 12(b) of the Act:

|                    |  |                      
|------------------- |  | ---------------------
|                    |  | Name of each exchange
|Title of each Class |  | on which registered  
|                    |  |                      
|None                |  | None                 

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

(Title of Class)

As of March 31, 2003, there were 308,337 shares of common stock outstanding.

Transitional small business disclosure format (check one):

Yes 
  No x






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TABLE OF CONTENTS



|                                                           |  |  |  |  |  |  |  | 
|---------------------------------------------------------- |  |  |  |  |  |  |  | 
|Consolidated Balance Sheets                               
|Consolidated Statements Of Income                         
|Consolidated Statements of Changes in Stockholders' Equity
|Consolidated Statements of Cash Flows                     
|Consolidated Financial Statements                         
|Item 6. Exhibits and Reports on Form 8-K                  
|Signatures                                                
|Certification of Chief Executive Officer                  
|Certification of Chief Financial Officer                  



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##### Table of Contents



|                                        |                                                                |  |       |      | 
|--------------------------------------- | -------------------------------------------------------------- |  | ----- | ---- | 
|Table of Contents                       |                                                                |  |       |     
|Part I  Financial Information         
|                                        | Consolidated Balance Sheets                                    |  |       | 3    | 
|                                        | Consolidated Statements Of Income                              |  |       | 4    | 
|                                        | Consolidated Statements of Changes in Stockholder Equity       |  |       | 5    | 
|                                        | Consolidated Statements of Cash Flows                          |  |       | 6-7  | 
|                                        | Notes to Consolidated Financial Statements                     |  |       | 8    | 
|                                        | Management Discussion and Analysis                             |  |       | 9-10 | 
|                                        | Disclosure Of Evaluation Of Disclosure Controls And Procedures |  |       | 11   | 
|Part II  Other Information             |                                                                |  |       |     
|                                        | Exhibits and Reports on Form 8-K                               |  |       | 12   | 
|Signatures                              |                                                                |  | 13    |     
|Certification  Chief Executive Officer |                                                                |  | 14    |     
|Certification  Chief Financial Officer |                                                                |  | 15    |     
|List of Exhibits                        |                                                                |  | 16    |     
|Sarbanes~Oaxley Certifications          |                                                                |  | 17-18 |     





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Valrico Bancorp, Inc.
And Subsidiary
Consolidated Balance Sheets

|       |                                                                                                                                      |                                  |                                            |        |                |         |              |        |        |         | 
|------ | ------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------- | ------------------------------------------ | ------ | -------------- | ------- | ------------ | ------ | ------ | ------- | 
|       |                                                                                                                                      |                                  |                                            |        | March 31,      |         | December 31,
|       |                                                                                                                                      |                                  |                                            |        | 2003           |         | 2002        
|       |                                                                                                                                      |                                  |                                            |        |                |         |             
|       |                                                                                                                                      |                                  |                                            |        | (in thousands)
|Assets |                                                                                                                                      |                                  |                                            |        |                |         |              |       
|       | Cash and Non-Interest Bearing Deposits                                                                                               |                                  | $                                          | 9,595  |                |         | $            | 9,083  |       
|       | Federal Funds Sold                                                                                                                   |                                  |                                            | 7,337  |                |         |              | 4,157  |       
|       | Securities Available for Sale                                                                                                        |                                  |                                            | 24,347 |                |         |              | 21,133 |       
|       | Securities Held to Maturity                                                                                                          |                                  |                                            | 1,189  |                |         |              | 1,208  |       
|       | Loans, Net                                                                                                                           |                                  |                                            | 76,532 |                |         |              | 74,402 |       
|       | Facilities, Net                                                                                                                      |                                  |                                            | 2,886  |                |         |              | 2,906  |       
|       | Other Real Estate                                                                                                                    |                                  |                                            | 169    |                |         |              |       |       
|       | Accrued Interest Receivable                                                                                                          |                                  |                                            | 597    |                |         |              | 540    |       
|       | Other Assets                                                                                                                         |                                  |                                            | 1,909  |                |         |              | 1,531  |       
|       |                                                                                                                                      |                                  |                                            |        |                |         |              |       
|       |                                                                                                                                      |                                  | Total Assets                               |        | $              | 124,561 |              |        | $      | 114,960 | 
|       |                                                                                                                                      |                                  |                                            |        |                |         |              |       
|       | Liabilities                                                                                                                          |                                  |                                            |        |                |         |              |        |       
|       | Deposits                                                                                                                             |                                  |                                            |        |                |         |              |        |       
|       |                                                                                                                                      | Demand Deposits                  |                                            | $      | 25,417         |         |              | $      | 18,444 |        
|       |                                                                                                                                      | NOW Accounts                     |                                            |        | 21,656         |         |              |        | 23,047 |        
|       |                                                                                                                                      | Money Market Accounts            |                                            |        | 9,339          |         |              |        | 7,833  |        
|       |                                                                                                                                      | Savings Accounts                 |                                            |        | 16,213         |         |              |        | 14,358 |        
|       |                                                                                                                                      | Time Deposits, $100,000 and Over |                                            |        | 10,570         |         |              |        | 10,778 |        
|       |                                                                                                                                      | Other Time Deposits              |                                            |        | 26,763         |         |              |        | 27,294 |        
|       |                                                                                                                                      |                                  |                                            |        |                |         |              |       
|       |                                                                                                                                      |                                  | Total Deposits                             |        |                | 109,958 |              |        |        | 101,754 | 
|       | Securities Sold Under the Agreement to Repurchase                                                                                    |                                  |                                            | 718    |                |         |              | 222    |       
|       | Accounts Payable and Accrued Liabilities                                                                                             |                                  |                                            | 1,279  |                |         |              | 674    |       
|       | Advances Under Line Of Credit                                                                                                        |                                  |                                            | 970    |                |         |              | 970    |       
|       | Notes Payable                                                                                                                        |                                  |                                            | 2,949  |                |         |              | 2,967  |       
|       |                                                                                                                                      |                                  |                                            |        |                |         |              |       
|       |                                                                                                                                      |                                  | Total Liabilities                          |        |                | 115,874 |              |        |        | 106,587 | 
|       | Stockholders Equity                                                                                                                 |                                  |                                            |        |                |         |              |        |       
|       | Common Stock, No Par Value, Authorized 1,000,000 Shares,
Issued and Outstanding 308,337 for March 2003 and 308,737
for December 2002 |                                  |                                            | 308    |                |         |              | 309    |       
|       | Capital Surplus                                                                                                                      |                                  |                                            | 2,616  |                |         |              | 2,625  |       
|       | Retained Earnings                                                                                                                    |                                  |                                            | 5,394  |                |         |              | 5,070  |       
|       | Accumulated Other comprehensive Income                                                                                               |                                  |                                            | 369    |                |         |              | 369    |       
|       |                                                                                                                                      |                                  |                                            |        |                |         |              |       
|       |                                                                                                                                      |                                  | Total Stockholders Equity                 |        |                | 8,687   |              |        |        | 8,373   | 
|       |                                                                                                                                      |                                  |                                            |        |                |         |              |       
|       |                                                                                                                                      |                                  | Total Liabilities and Stockholders Equity |        | $              | 124,561 |              |        | $      | 114,960 | 
|       |                                                                                                                                      |                                  |                                            |        |                |         |              |       





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Valrico Bancorp, Inc.
And Subsidiary
Consolidated Statements Of Income

|                           |                                        |                                                     |     |                     |       |      |     |         |       | 
|-------------------------- | -------------------------------------- | --------------------------------------------------- | --- | ------------------- | ----- | ---- | --- | ------- | ----- | 
|                           |                                        |                                                     |     | Three Months Ended,
|                           |                                        |                                                     |     | March 31,          
|                           |                                        |                                                     |     |                    
|                           |                                        |                                                     |     | 2003                |       | 2002
|                           |                                        |                                                     |     |                     |       |     
|                           |                                        |                                                     |     | (in thousands)     
|Interest Income            |                                        |                                                     |     |                     |       |      |     |        
|                           | Interest and Fees on Loans             |                                                     | $   | 1,409               |       |      | $   | 1,360   |      
|                           | Interest on Investment Securities      |                                                     |     | 243                 |       |      |     | 272     |      
|                           | Income on Federal Funds Sold           |                                                     |     | 21                  |       |      |     | 23      |      
|                           |                                        |                                                     |     |                     |       |      |     |        
|                           |                                        | Total Interest Income                               |     |                     | 1,673 |      |     |         | 1,655 | 
|                           |                                        |                                                     |     |                     |       |      |     |        
|Interest Expense           |                                        |                                                     |     |                     |       |      |     |        
|                           | Interest on Deposits                   |                                                     |     | 395                 |       |      |     | 553     |      
|                           | Interest on Long Term Debt             |                                                     |     | 55                  |       |      |     | 58      |      
|                           |                                        |                                                     |     |                     |       |      |     |        
|                           |                                        | Total Interest Expense                              |     |                     | 450   |      |     |         | 611   | 
|                           |                                        |                                                     |     |                     |       |      |     |        
|                           |                                        | Net Interest Income                                 |     |                     | 1,223 |      |     |         | 1,044 | 
|Provision for Loan Losses  |                                        |                                                     | 30  |                     |       |      | 30  |        
|                           |                                        |                                                     |     |                     |       |      |     |        
|                           |                                        | Net Interest Income After
Provision for Loan Losses |     |                     | 1,193 |      |     |         | 1,014 | 
|Other Income               |                                        |                                                     |     |                     |       |      |     |        
|                           | Service Charges on Deposit Accounts    |                                                     |     | 224                 |       |      |     | 210     |      
|                           | Miscellaneous Income                   |                                                     |     | 29                  |       |      |     | 46      |      
|                           |                                        |                                                     |     |                     |       |      |     |        
|                           |                                        | Total Other Income                                  |     |                     | 253   |      |     |         | 256   | 
|                           |                                        |                                                     |     |                     |       |      |     |        
|Other Expenses             |                                        |                                                     |     |                     |       |      |     |        
|                           | Salaries and Employee Benefits         |                                                     |     | 555                 |       |      |     | 539     |      
|                           | Occupancy Expense                      |                                                     |     | 84                  |       |      |     | 93      |      
|                           | Equipment Expense                      |                                                     |     | 63                  |       |      |     | 75      |      
|                           | Stationary, Printing and Supplies      |                                                     |     | 30                  |       |      |     | 42      |      
|                           | Miscellaneous Expenses                 |                                                     |     | 199                 |       |      |     | 256     |      
|                           |                                        |                                                     |     |                     |       |      |     |        
|                           |                                        | Total Other Expenses                                |     |                     | 931   |      |     |         | 1,006 | 
|                           |                                        |                                                     |     |                     |       |      |     |        
|Income Before Taxes        |                                        |                                                     | 515 |                     |       |      | 264 |        
|Income Taxes               |                                        |                                                     | 191 |                     |       |      | 89  |        
|                           |                                        |                                                     |     |                     |       |      |     |        
|Net Income                 |                                        |                                                     | 324 |                     |       |      | 175 |        
|Other Comprehensive Income |                                        |                                                     |     |                     |       |      |     |        
|                           | Unrealized Gains(Losses) on Securities |                                                     |     | 0                   |       |      |     | 41      |      
|                           |                                        |                                                     |     |                     |       |      |     |        
|Comprehensive Income       |                                        | $                                                   | 324 |                     |       | $    | 216 |        
|                           |                                        |                                                     |     |                     |       |      |     |        
|Per Share Data:            |                                        |                                                     |     |                     |       |      |     |        
|                           | Basic                                  |                                                     |     | 308,537             |       |      |     | 305,488 |      
|                           | Diluted                                |                                                     |     | 373,150             |       |      |     | 365,398 |      
|Earnings Per Share:        |                                        |                                                     |     |                     |       |      |     |        
|                           | Basic                                  |                                                     | $   | 1.05                |       |      | $   | 0.57    |      
|                           | Diluted                                |                                                     | $   | 0.87                |       |      | $   | 0.48    |      





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

|                           |                                            |   |              |    |                 |   |                   |    |            |   |        |     |  |   |                 |     |                     |   |       |     |  
|-------------------------- | ------------------------------------------ | - | ------------ | -- | --------------- | - | ----------------- | -- | ---------- | - | ------ | --- |  | - | --------------- | --- | ------------------- | - | ----- | --- | -
|                           |                                            |   |              |    |                 |   |                   |    |            |   |        |     |  |   | Net Unrealized  |     |                     |   |      
|                           |                                            |   |              |    |                 |   |                   |    |            |   |        |     |  |   | Holding Gain on |     | Total Stock Holders
|                           |                                            |   | Common Stock |    | Capital Surplus |   | Retained Earnings |    | Securities |   | Equity
|                           |                                            |   |              |    |                 |   |                   |    |            |   |       
|Balance, December 31, 2002 |                                            | $ | 309          |    |                 | $ | 2,625             |    |            | $ | 5,070  |     |  | $ | 369             |     |                     | $ | 8,373 |    
|                           | Net Income                                 |   |              |   |                 |   |                   |   |            |   |        | 324 |  |   |                 |    |                     |   |       | 324 |  
|                           | Stock Redemption                           |   |              | (1 | )               |   |                   | (9 | )          |   |        |    |  |   |                 |    |                     |   |       | (10 | )
|                           | Net unrealized holding
gains on Securities |   |              |   |                 |   |                   |   |            |   |        |    |  |   |                 |    |                     |   |       |    |  
|                           |                                            |   |              |    |                 |   |                   |    |            |   |        |     |  |   |                 |     |                     |   |       |    
|Balance, March 31, 2003    |                                            | $ | 308          |    |                 | $ | 2,616             |    |            | $ | 5,394  |     |  | $ | 369             |     |                     | $ | 8,687 |    
|                           |                                            |   |              |    |                 |   |                   |    |            |   |        |     |  |   |                 |     |                     |   |       |    
|Balance, December 31, 2001 |                                            | $ | 305          |    |                 | $ | 2,526             |    |            | $ | 4,234  |     |  | $ | 67              |     |                     | $ | 7,132 |    
|                           | Net Income                                 |   |              |   |                 |   |                   |   |            |   |        | 175 |  |   |                 |    |                     |   |       | 175 |  
|                           | Stock Sale                                 |   |              | 1  |                 |   |                   | 40 |            |   |        |    |  |   |                 |    |                     |   |       | 41  |  
|                           | Net unrealized holding
gains on Securities |   |              |   |                 |   |                   |   |            |   |        |    |  |   |                 | (26 | )                   |   |       | (26 | )
|                           |                                            |   |              |    |                 |   |                   |    |            |   |        |     |  |   |                 |     |                     |   |       |    
|Balance, March 31, 2002    |                                            | $ | 306          |    |                 | $ | 2,566             |    |            | $ | 4,409  |     |  | $ | 41              |     |                     | $ | 7,322 |    
|                           |                                            |   |              |    |                 |   |                   |    |            |   |        |     |  |   |                 |     |                     |   |       |    





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VALRICO BANCORP, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                          |  |                                                               |                                                   |                                          |        |                     |        |      |        |       |    | 
|----------------------------------------- |  | ------------------------------------------------------------- | ------------------------------------------------- | ---------------------------------------- | ------ | ------------------- | ------ | ---- | ------ | ----- | -- | 
|                                          |  |                                                               |                                                   |                                          |        | Three Months Ended,
|                                          |  |                                                               |                                                   |                                          |        | March 31,          
|                                          |  |                                                               |                                                   |                                          |        |                    
|                                          |  |                                                               |                                                   |                                          |        | 2003                |        | 2002
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     
|                                          |  |                                                               |                                                   |                                          |        | (in thousands)     
|Cash Flows from Operating Activities      |  |                                                               |                                                   |                                          |        |                     |        |     
|                                          |  | Net Income                                                    |                                                   | $                                        | 324    |                     |        | $    | 175    |      
|                                          |  | Adjustments to Reconcile net income to net                    |                                                   |                                          |        |                     |        |      |        |      
|                                          |  | Cash provided by operating activities:                        |                                                   |                                          |        |                     |        |      |        |      
|                                          |  |                                                               | Provision for Loan Losses                         |                                          |        | 30                  |        |      |        | 30    |   
|                                          |  |                                                               | Depreciation and amortization                     |                                          |        | 50                  |        |      |        | 57    |   
|                                          |  |                                                               | Net amortization of investments                   |                                          |        |                     |        |      |        |       |   
|                                          |  |                                                               |                                                   | Security premiums and discounts          |        |                     | 44     |      |        |       | 23 | 
|                                          |  |                                                               | (Increase) Decrease in assets:                    |                                          |        |                     |        |      |        |       |   
|                                          |  |                                                               |                                                   | Accrued Interest Receivable              |        |                     | (57    | )    |        |       | 7  | 
|                                          |  |                                                               |                                                   | Other Assets                             |        |                     | (547   | )    |        |       | 8  | 
|                                          |  |                                                               | Increase (Decrease) in liabilities:               |                                          |        |                     |        |      |        |       |   
|                                          |  |                                                               |                                                   | Accounts payable and Accrued Liabilities |        |                     | 605    |      |        |       | 36 | 
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     
|Net Cash provided by operating Activities |  |                                                               | 449                                               |                                          |        |                     | 336    |     
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     
|Cash flows from investing activities      |  |                                                               |                                                   |                                          |        |                     |        |     
|                                          |  | Securities available for sale:                                |                                                   |                                          |        |                     |        |      |        |      
|                                          |  |                                                               | Purchase of investment securities                 |                                          |        | (4,615              | )      |      |        |      |   
|                                          |  |                                                               | Proceeds from maturities of investment securities |                                          |        | 1,357               |        |      |        | 1,139 |   
|                                          |  | Securities to be Held to Maturity:                            |                                                   |                                          |        |                     |        |      |        |      
|                                          |  |                                                               | Proceeds from maturities of investment securities |                                          |        | 19                  |        |      |        | 131   |   
|                                          |  | (Increase) in Federal Funds Sold                              |                                                   |                                          | (3,180 | )                   |        |      | (1,448 | )    
|                                          |  | Net (Increase) in Loans                                       |                                                   |                                          | (2,160 | )                   |        |      | (3,884 | )    
|                                          |  | Purchase of facilities                                        |                                                   |                                          | (30    | )                   |        |      | (3     | )    
|                                          |  | Proceeds from the sale of Other Real Estate                   |                                                   |                                          |       |                     |        |      |       |      
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     
|Net Cash (used in) Investing Activities   |  |                                                               | (8,609                                            | )                                        |        |                     | (4,065 | )   
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     
|Cash flows from financing activities:     |  |                                                               |                                                   |                                          |        |                     |        |     
|                                          |  | Increase in deposits                                          |                                                   |                                          | 8,204  |                     |        |      | 5,180  |      
|                                          |  | Net increase in securities sold under agreement to Repurchase |                                                   |                                          | 496    |                     |        |      | 110    |      
|                                          |  | Net (Decrease)in notes payable                                |                                                   |                                          | (18    | )                   |        |      | (18    | )    
|                                          |  | Sale (redemption) of Common Stock                             |                                                   |                                          | (10    | )                   |        |      | 41     |      
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     
|Net Cash Provided by financing activities |  |                                                               | 8,672                                             |                                          |        |                     | 5,313  |     
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     
|                                          |  | Net increase in cash                                          |                                                   |                                          | 512    |                     |        |      | 1,584  |      
|                                          |  | Cash, beginning of period                                     |                                                   |                                          | 9,083  |                     |        |      | 6,417  |      
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     
|Cash, ending of period                    |  | $                                                             | 9,595                                             |                                          |        | $                   | 8,001  |     
|                                          |  |                                                               |                                                   |                                          |        |                     |        |     





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

|                                                  |              |  |                     |     |      |  |   |     | 
|------------------------------------------------- | ------------ |  | ------------------- | --- | ---- |  | - | --- | 
|                                                  |              |  | Three Months Ended,
|                                                  |              |  | March 31,          
|                                                  |              |  |                    
|                                                  |              |  | 2003                |     | 2002
|                                                  |              |  |                     |     |     
|                                                  |              |  | (in thousands)     
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION |              |  |                     |     |      |  |   |    
|Cash paid during the period for:                  |              |  |                     |     |      |  |   |    
|                                                  | Interest     |  | $                   | 500 |      |  | $ | 326 | 
|                                                  | Income taxes |  | $                   | 15  |      |  | $ | 157 | 





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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 308,537 as of March 31, 2003,
and 305,488 as of March 31, 2002. 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 373,150 as of March 31, 2003 and 365,398
as of March 31, 2002.





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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 twelfth
year of operation. During the three months ended March 31, 2003, the Bank
experienced a growth in deposits with an increase of $8,204,000 or 8.1%.
Demand Deposit Accounts had the highest percentage of growth at 37.8%, or an
increase of $6,973,000 in the three months ended March 31, 2003.

Loan growth increased $2,130,000 or 2.9% for the three months ended March 31,
2003. The allowance for credit losses at March 31, 2003 was at $1,061,000
compared to 1,008,000 at December 31, 2002. The Bank had $1,000 in charge-offs
and had recoveries in the amount of $17,000 during the three months ended March
31, 2003, and has loan classified as troubled in the amount of $19,000 as of
March 31, 2003. 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 $357,000 and $592,000 at March 31, 2003 and 2002,
respectively. Loans 90 days or more past due amounted to $83,000 and $417,000
at March 31, 2003 and 2002, respectively. There were restructured loans in the
amount of $19,000 and $437,000 at March 31, 2003 and 2002, 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

|                                                                                          |                           |                        |       |                |    |      |       |    |   | 
|----------------------------------------------------------------------------------------- | ------------------------- | ---------------------- | ----- | -------------- | -- | ---- | ----- | -- | - | 
|                                                                                          |                           |                        |       | March 31,     
|                                                                                          |                           |                        |       |               
|                                                                                          |                           |                        |       | 2003           |    | 2002
|                                                                                          |                           |                        |       |                |    |     
|                                                                                          |                           |                        |       | (in thousands)
|Beginning Reserves                                                                        |                           | $                      | 1,015 |                |    | $    | 978   |   
|                                                                                          | Charge offs:              |                        |       |                |    |      |       |   |  
|                                                                                          |                           | Commercial             |       |                | 1  |      |       |    | 4 | 
|                                                                                          |                           | Commercial Real Estate |       |                |    |      |       |    |  | 
|                                                                                          |                           | Consumer               |       |                |    |      |       |    |  | 
|                                                                                          |                           | Residential            |       |                |    |      |       |    |  | 
|                                                                                          |                           |                        |       |                |    |      |       |   
|                                                                                          | Total Charge Offs         |                        |       | 1              |    |      |       | 4  |  
|                                                                                          | Recoveries                |                        |       |                |    |      |       |    |  
|                                                                                          |                           | Commercial             |       |                | 1  |      |       |    |  | 
|                                                                                          |                           | Commercial Real Estate |       |                |    |      |       |    |  | 
|                                                                                          |                           | Consumer               |       |                | 16 |      |       |    | 4 | 
|                                                                                          |                           | Residential            |       |                |    |      |       |    |  | 
|                                                                                          |                           |                        |       |                |    |      |       |   
|                                                                                          | Total Recoveries          |                        |       | 17             |    |      |       | 4  |  
|                                                                                          |                           |                        |       |                |    |      |       |   
|                                                                                          | Net Charge offs           |                        |       | (16            | )  |      |       |   |  
|                                                                                          | Provision for Loan Losses |                        |       | 30             |    |      |       | 30 |  
|                                                                                          |                           |                        |       |                |    |      |       |   
|Ending Reserves                                                                           |                           | $                      | 1,061 |                |    | $    | 1,008 |   
|                                                                                          |                           |                        |       |                |    |      |       |   
|Ratio Of Net Charge-Offs During The Period To Average Loans
Outstanding During The Period |                           |                        | -0.02 | %              |    |      | 0.00  | % 
|                                                                                          |                           |                        |       |                |    |      |       |   

Consolidated net income for the three months ending March 31, 2003 was $324,000
or $1.05 and $0.87 per share, basic and diluted respectively, which compares to
$175,000 or $0.57 and $0.48 per share, basic and diluted respectively, for the
same period in 2002. This represents an increase over the comparable quarter
of $149,000.

Salaries and benefits represent 59.6% of non-interest expenses for the three
months ended March 31, 2003, compared to 53.6% for the three months ended March
31, 2002. Salary expense for the three months ended March 31, 2003 increased
3.0% over the same period for 2002.

The Tier I capital ratio was 7.31% and Total Capital ratio was 9.01% at March
31, 2003. The tier I capital to total risk-weighted assets ratio was 9.54% at
March 31, 2003.





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##### Table of Contents



DISCLOSURE OF EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Companys
management, including the Companys President and Chief Executive Officer and
Vice President and Chief Financial Officer, of the effectiveness of the design
and operation of the Companys disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the President and Chief
Executive Officer and Vice President and Chief Financial Officer concluded that
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 were no significant changes made in the Companys internal controls or in
other factors that could significantly affect these internal controls
subsequent to the date of the evaluation performed by the Companys Chief
Executive Officer and Chief Financial Officer.





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##### Table of Contents



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, 2003.





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##### Table of Contents






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.

|              |  |                                                               
|------------- |  | --------------------------------------------------------------
|             
|             
|              |  | VALRICO BANCORP, INC.                                         
|             
|             
|May 14th 2003 |  | /s/ Bob McleanBob Mclean
President and Chief Executive Officer
|             
|May 14th 2003 |  | /s/ Jerry L. BallJerry L. Ball
Executive Vice President       





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##### Table of Contents



Certifications

I, J.E. McLean, III, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Valrico
Bancorp, Inc.;

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

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

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

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

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

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

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

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

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

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

|     |                                                         | 
|---- | ------------------------------------------------------- | 
|Date | May
15, 2003                                           
|    
|By:  | /s/ J.E.
McLean, III                                   
|     | J.E. McLean, III, President and Chief Executive Officer





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##### Table of Contents



Certifications

I, Jerry L. Ball, certify that:

6.     I have reviewed this quarterly report on Form 10-QSB of Valrico
Bancorp, Inc.;

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

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

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

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

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

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

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

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

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

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

|     |                                                                     | 
|---- | ------------------------------------------------------------------- | 
|Date | May
15, 2003                                                       
|    
|By   | /s/
Jerry L. Ball                                                  
|     | Jerry L. Ball, Executive Vice President and Chief Financial Officer





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##### Table of Contents



|         |  |                                                                                                                       
|-------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibits |  |                                                                                                                       
|        
|(3)(i)   |  | Articles of Incorporation of the Company (a)                                                                          
|        
|(3)(ii)  |  | Bylaws of the Company (a)                                                                                             
|        
|(a)      |  | Incorporated by reference to the Companys Registration Statement
#33-90524 on Form S-4 for the registrant.           
|        
|99-1     |  | Certification Pursuant To 18 U.S.C. Section 1350, As Enacted Pursuant
To Section 906 Of The Sarbanes-Oxley Act Of 2002
|        
|99-2     |  | Certification Pursuant To 18 U.S.C. Section 1350, As Enacted Pursuant
To Section 906 Of The Sarbanes-Oxley Act Of 2002