##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

|  |  |                                                                                                                                       
|- |  | --------------------------------------------------------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.
|  |  |                                                                                                                                       
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM  TO .         

Commission file number 0-29837

FIRST SHARES BANCORP, INC.
(Exact name of small business issuer as specified in its charter)

|                                         |  |                    
|---------------------------------------- |  | -------------------
|INDIANA                                  |  | 35-1948962         
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|                                         |  |                    
|996 South State Road 135, Greenwood, IN  |  | 46143              
|(Address of principal executive offices) |  | (Zip Code)         

(317) 882-4790
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1994 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes x  No o

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date:

|                            |  |                            
|--------------------------- |  | ---------------------------
|Class                       |  | Outstanding at May 11, 2003
|Common Stock, with $.01 par |  | 1,579,162 shares           

Transitional Small Business Format (Check one): Yes o  No x





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TABLE OF CONTENTS



|                              |                                                                                                         |  |  |  |  |  |  | 
|----------------------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|Item 1.                      
|                              | Consolidated Balance Sheets  March 31, 2003 and December 31, 2002                                     
|                              | Consolidated Statements of Income and Comprehensive Income  Three Months Ended March 31, 2003 and 2002
|                              | Consolidated Statements of Cash Flows  Three Months Ended March 31, 2003 and 2002                     
|                              | Notes to Consolidated Financial Statements  March 31, 2003                                            
|Item 2.                      
|                              | Managements Discussion and Analysis of Financial Condition and Results of Operations                  
|Item 3.                      
|                              | Controls and Procedures                                                                                
|PART II. OTHER INFORMATION   
|Item 6.                      
|                              | Exhibits and Reports on Form 8-K                                                                       
|SIGNATURES                   
|Certification of CEO         
|Certification of CFO         



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##### Table of Contents



FIRST SHARES BANCORP, INC.

INDEX

|           |  |                                                                                                        
|---------- |  | -------------------------------------------------------------------------------------------------------
|PART I.    |  | FINANCIAL INFORMATION                                                                                  
|           |  |                                                                                                        
|Item 1.    |  |                                                                                                        
|           |  |                                                                                                        
|           |  | Consolidated Balance Sheets  March 31, 2003 and December 31, 2002                                     
|           |  |                                                                                                        
|           |  | Consolidated Statements of Income and Comprehensive Income  Three
Months Ended March 31, 2003 and 2002
|           |  |                                                                                                        
|           |  | Consolidated Statements of Cash Flows  Three Months Ended March 31, 2003
and 2002                     
|           |  |                                                                                                        
|           |  | Notes to Consolidated Financial Statements  March 31, 2003                                            
|           |  |                                                                                                        
|Item 2.    |  |                                                                                                        
|           |  |                                                                                                        
|           |  | Managements Discussion and Analysis of Financial Condition and Results
of Operations                  
|           |  |                                                                                                        
|Item 3.    |  |                                                                                                        
|           |  |                                                                                                        
|           |  | Controls and Procedures                                                                                
|           |  |                                                                                                        
|PART II.   |  | OTHER INFORMATION                                                                                      
|           |  |                                                                                                        
|Item 6.    |  |                                                                                                        
|           |  |                                                                                                        
|           |  | Exhibits and Reports on Form 8-K                                                                       
|           |  |                                                                                                        
|SIGNATURES





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FIRST SHARES BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except per share data)

|                                             |                                                                                                     |                |         |             |         |   |              |         |         | 
|-------------------------------------------- | --------------------------------------------------------------------------------------------------- | -------------- | ------- | ----------- | ------- | - | ------------ | ------- | ------- | 
|                                             |                                                                                                     |                |         | (unaudited) |         |   |              |         |        
|                                             |                                                                                                     |                |         | March 31,   |         |   | December 31, |        
|                                             |                                                                                                     |                |         | 2003        |         |   | 2002         |        
|                                             |                                                                                                     |                |         |             |         |   |              |        
|ASSETS                                       |                                                                                                     |                |         |             |         |   |              |        
|Cash and cash equivalents                    |                                                                                                     | $              | 8,583   |             |         | $ | 5,348        |        
|Securities available for sale                |                                                                                                     |                | 39,011  |             |         |   | 26,810       |        
|FHLB stock, at cost                          |                                                                                                     |                | 670     |             |         |   | 670          |        
|Loans held for sale                          |                                                                                                     |                | 1,058   |             |         |   | 5,778        |        
|Loans, net of allowance ($1,458 and $1,386)  |                                                                                                     |                | 113,309 |             |         |   | 110,443      |        
|Premises and equipment, net                  |                                                                                                     |                | 2,377   |             |         |   | 2,057        |        
|Intangible assets, net                       |                                                                                                     |                | 65      |             |         |   | 75           |        
|Cash surrender value of life insurance       |                                                                                                     |                | 2,456   |             |         |   | 2,427        |        
|Accrued interest receivable and other assets |                                                                                                     |                | 1,669   |             |         |   | 1,704        |        
|                                             |                                                                                                     |                |         |             |         |  
|                                             |                                                                                                     | $              | 169,198 |             |         | $ | 155,312      |        
|                                             |                                                                                                     |                |         |             |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY         |                                                                                                     |                |         |             |         |   |              |        
|Liabilities                                  |                                                                                                     |                |         |             |         |   |              |        
|                                             | Noninterest-bearing deposits                                                                        |                | $       | 14,881      |         |   | $            | 15,750  |        
|                                             | Interest-bearing deposits                                                                           |                |         | 127,846     |         |   |              | 107,313 |        
|                                             |                                                                                                     |                |         |             |         |  
|                                             |                                                                                                     | Total deposits |         |             | 142,727 |   |              |         | 123,063 | 
|                                             | Federal Home Loan Bank advances                                                                     |                |         | 5,000       |         |   |              | 8,700   |        
|                                             | Federal funds purchased                                                                             |                |         |            |         |   |              | 2,245   |        
|                                             | Repurchase agreements                                                                               |                |         | 5,566       |         |   |              | 5,684   |        
|                                             | Note Payable                                                                                        |                |         | 1,425       |         |   |              | 1,475   |        
|                                             | Debentures                                                                                          |                |         | 5,000       |         |   |              | 5,000   |        
|                                             | Accrued interest payable and other liabilities                                                      |                |         | 641         |         |   |              | 583     |        
|                                             |                                                                                                     |                |         |             |         |  
|                                             |                                                                                                     |                | 160,359 |             |         |   | 146,750      |        
|Shareholders equity                         |                                                                                                     |                |         |             |         |   |              |        
|                                             | Preferred stock, 2,000,000 shares authorized; none outstanding                                      |                |         |            |         |   |              |        |        
|                                             | Common stock, $.01 par value: 10,000,000 shares authorized,
1,579,162 shares issued and outstanding |                |         | 16          |         |   |              | 16      |        
|                                             | Additional paid in capital                                                                          |                |         | 4,674       |         |   |              | 4,674   |        
|                                             | Retained Earnings                                                                                   |                |         | 4,106       |         |   |              | 3,912   |        
|                                             | Accumulated other comprehensive income/(loss)                                                       |                |         | 43          |         |   |              | (40     | )      
|                                             |                                                                                                     |                |         |             |         |  
|                                             |                                                                                                     |                | 8,839   |             |         |   | 8,562        |        
|                                             |                                                                                                     |                |         |             |         |  
|                                             |                                                                                                     | $              | 169,198 |             |         | $ | 155,312      |        
|                                             |                                                                                                     |                |         |             |         |  

See accompanying notes.

3.



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FIRST SHARES BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Three months ended March 31, 2003 and 2002
(Unaudited)
(Dollar amounts in thousands, except per share data)

|                                                    |                                                    |                           |       |       |       |   |       |       |       | 
|--------------------------------------------------- | -------------------------------------------------- | ------------------------- | ----- | ----- | ----- | - | ----- | ----- | ----- | 
|                                                    |                                                    |                           |       | 2003  |       |   | 2002  |      
|                                                    |                                                    |                           |       |       |       |   |       |      
|Interest income                                     |                                                    |                           |       |       |       |   |       |      
|                                                    | Loans, including related fees                      |                           | $     | 1,998 |       |   | $     | 1,778 |      
|                                                    | Taxable securities                                 |                           |       | 245   |       |   |       | 363   |      
|                                                    | Nontaxable securities                              |                           |       | 88    |       |   |       | 8     |      
|                                                    | Other                                              |                           |       | 10    |       |   |       | 7     |      
|                                                    |                                                    |                           |       |       |       |  
|                                                    |                                                    | Total Interest Income     |       |       | 2,341 |   |       |       | 2,156 | 
|Interest expense                                    |                                                    |                           |       |       |       |   |       |      
|                                                    | Deposits                                           |                           |       | 762   |       |   |       | 830   |      
|                                                    | Other                                              |                           |       | 188   |       |   |       | 68    |      
|                                                    |                                                    |                           |       |       |       |  
|                                                    |                                                    | Total Interest Expense    |       |       | 950   |   |       |       | 898   | 
|                                                    |                                                    |                           |       |       |       |  
|Net interest income                                 |                                                    |                           | 1,391 |       |       |   | 1,258 |      
|Provision for loan losses                           |                                                    |                           | 110   |       |       |   | 50    |      
|                                                    |                                                    |                           |       |       |       |  
|Net interest income after provision for loan losses |                                                    |                           | 1,281 |       |       |   | 1,208 |      
|Noninterest income                                  |                                                    |                           |       |       |       |   |       |      
|                                                    | Service charges on deposit accounts                |                           |       | 107   |       |   |       | 83    |      
|                                                    | Gain of sale of loans                              |                           |       | 353   |       |   |       | 118   |      
|                                                    | Increase in cash surrender value of life insurance |                           |       | 29    |       |   |       | 33    |      
|                                                    | Net gain of sale of securities                     |                           |       | 91    |       |   |       |      |      
|                                                    | Other                                              |                           |       | 51    |       |   |       | 55    |      
|                                                    |                                                    |                           |       |       |       |  
|                                                    |                                                    | Total Noninterest Income  |       |       | 631   |   |       |       | 289   | 
|Noninterest expenses                                |                                                    |                           |       |       |       |   |       |      
|                                                    | Salaries and employee benefits                     |                           |       | 1,012 |       |   |       | 729   |      
|                                                    | Occupancy                                          |                           |       | 126   |       |   |       | 110   |      
|                                                    | Equipment and data processing                      |                           |       | 113   |       |   |       | 114   |      
|                                                    | Telephone                                          |                           |       | 37    |       |   |       | 27    |      
|                                                    | Professional Services                              |                           |       | 39    |       |   |       | 5     |      
|                                                    | Other                                              |                           |       | 333   |       |   |       | 228   |      
|                                                    |                                                    |                           |       |       |       |  
|                                                    |                                                    | Total Noninterest Expense |       |       | 1,660 |   |       |       | 1,213 | 
|                                                    |                                                    |                           |       |       |       |  
|Income before income taxes                          |                                                    |                           | 252   |       |       |   | 284   |      
|Income tax expense                                  |                                                    |                           | 58    |       |       |   |      |      
|                                                    |                                                    |                           |       |       |       |  
|Net Income                                          |                                                    | $                         | 194   |       |       | $ | 284   |      
|                                                    |                                                    |                           |       |       |       |  
|Comprehensive Income                                |                                                    | $                         | 277   |       |       | $ | 151   |      
|                                                    |                                                    |                           |       |       |       |  
|Per share data                                      |                                                    |                           |       |       |       |   |       |      
|                                                    | Earnings per share                                 |                           | $     | .12   |       |   | $     | .18   |      
|                                                    | Earnings per share, assuming dilution              |                           |       | .12   |       |   |       | .18   |      

See accompanying notes.

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FIRST SHARES BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2003 and 2002
(Unaudited)
(Dollar amounts in thousands)

|                                                 |                                                                                       |                                               |                                                    |                                    |       |         |        |        |       |        |       | 
|------------------------------------------------ | ------------------------------------------------------------------------------------- | --------------------------------------------- | -------------------------------------------------- | ---------------------------------- | ----- | ------- | ------ | ------ | ----- | ------ | ----- | 
|                                                 |                                                                                       |                                               |                                                    |                                    |       | 2003    |        |        | 2002  |       
|                                                 |                                                                                       |                                               |                                                    |                                    |       |         |        |        |       |       
|Cash flows from operating activities             |                                                                                       |                                               |                                                    |                                    |       |         |        |       
|                                                 | Net income (loss)                                                                     |                                               | $                                                  | 194                                |       |         | $      | 284    |      
|                                                 | Adjustments to reconcile net income (loss)
to net cash from operating activities:     |                                               |                                                    |                                    |       |         |        |        |      
|                                                 |                                                                                       | Depreciation and amortization                 |                                                    |                                    | 83    |         |        |        | 89    |       
|                                                 |                                                                                       | Provision for loan losses                     |                                                    |                                    | 110   |         |        |        | 50    |       
|                                                 |                                                                                       | Discount (accretion) and premium amortization |                                                    |                                    | 88    |         |        |        | 10    |       
|                                                 |                                                                                       | (Gain) loss on sale of securities             |                                                    |                                    | (91   | )       |        |        |      |       
|                                                 |                                                                                       | Amortization of intangible assets             |                                                    |                                    | 10    |         |        |        | 11    |       
|                                                 |                                                                                       | Changes in assets and liabilities:            |                                                    |                                    |       |         |        |        |       |       
|                                                 |                                                                                       |                                               | Loans held for sale                                |                                    |       | 4,720   |        |        |       | 719    |      
|                                                 |                                                                                       |                                               | Increase in cash surrender value of life insurance |                                    |       | (29     | )      |        |       | (33    | )    
|                                                 |                                                                                       |                                               | Interest receivable and other assets               |                                    |       | 35      |        |        |       | (112   | )    
|                                                 |                                                                                       |                                               | Interest payable and other liabilities             |                                    |       | 4       |        |        |       | 16     |      
|                                                 |                                                                                       |                                               |                                                    |                                    |       |        
|                                                 |                                                                                       | Net cash from operating activities            |                                                    |                                    | 5,124 |         |        |        | 1,034 |       
|Cash flows from investing activities             |                                                                                       |                                               |                                                    |                                    |       |         |        |       
|                                                 | Proceeds from sales, maturities, calls and pay downs of securities
available for sale |                                               |                                                    | 10,006                             |       |         |        | 1,423  |      
|                                                 | Proceeds from maturities of securities held to maturity                               |                                               |                                                    |                                   |       |         |        | 160    |      
|                                                 | Purchases of securities available for sale                                            |                                               |                                                    | (22,067                            | )     |         |        | (5,208 | )    
|                                                 | Loans made to customers net of payments received                                      |                                               |                                                    | (2,976                             | )     |         |        | (1,045 | )    
|                                                 | Premises and equipment purchases                                                      |                                               |                                                    | (403                               | )     |         |        | (75    | )    
|                                                 |                                                                                       |                                               |                                                    |                                    |       |        
|                                                 |                                                                                       |                                               | Net cash from investing activities                 |                                    |       | (15,440 | )      |        |       | (4,745 | )    
|Cash flows from financing activities             |                                                                                       |                                               |                                                    |                                    |       |         |        |       
|                                                 | Change in deposit accounts                                                            |                                               |                                                    | 19,664                             |       |         |        | 1,625  |      
|                                                 | Change in repurchase agreements                                                       |                                               |                                                    | (118                               | )     |         |        | 537    |      
|                                                 | Proceeds from Federal Home Loan Bank advances                                         |                                               |                                                    | 2,000                              |       |         |        |       |      
|                                                 | Payments on Federal Home Loan Bank advances                                           |                                               |                                                    | (5,700                             | )     |         |        |       |      
|                                                 | Change in Federal Funds Purchase                                                      |                                               |                                                    | (2,245                             | )     |         |        |       |      
|                                                 | Proceeds from note payable                                                            |                                               |                                                    |                                   |       |         |        | 90     |      
|                                                 | Payments on note payable                                                              |                                               |                                                    | (50                                | )     |         |        |       |      
|                                                 |                                                                                       |                                               |                                                    |                                    |       |        
|                                                 |                                                                                       |                                               |                                                    | Net cash from financing activities |       |         | 13,551 |        |       |        | 2,252 | 
|                                                 |                                                                                       |                                               |                                                    |                                    |       |        
|Net change in cash and cash equivalents          |                                                                                       |                                               | 3,235                                              |                                    |       |         | (1,459 | )     
|Cash and cash equivalents at beginning of period |                                                                                       |                                               | 5,348                                              |                                    |       |         | 6,308  |       
|                                                 |                                                                                       |                                               |                                                    |                                    |       |        
|Cash and cash equivalents at end of period       |                                                                                       | $                                             | 8,583                                              |                                    |       | $       | 4,849  |       
|                                                 |                                                                                       |                                               |                                                    |                                    |       |        

See accompanying notes.

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FIRST SHARES BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2003
(Dollar amounts in thousands, except per share data)

NOTE 1  BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of
First Shares Bancorp, Inc. (the Company) and its wholly owned subsidiary, First
Bank (the Bank). The significant accounting policies followed for interim
financial reporting are consistent with the policies followed for annual
reporting. The consolidated interim financial statements have been prepared
according to accounting principles generally accepted in the United States of
America and in accordance with the instructions for Form 10-QSB. The interim
statements do not include all information and footnotes normally included in
the annual financial statements. It is the opinion of management that all
adjustments necessary for a fair presentation of the results for the reporting
period have been included in the accompanying consolidated financial statements
and all adjustments are of a normal recurring nature. Certain prior period
information may be reclassified to conform to the 2003 presentation.

Stock Compensation: Employee compensation expense under stock options is
reported using the intrinsic value method. No stock-based compensation cost is
reflected in net income, as all options granted had an exercise price equal to
or greater than the market price of the underlying common stock at date of
grant. The following table illustrates the effect on net income and earnings
per share if expense was measured using the fair value recognition provisions
of FASB Statement No. 123, Accounting for Stock-Based Compensation.

|                                                                                  |  |      |     |   |      |   |     |  
|--------------------------------------------------------------------------------- |  | ---- | --- | - | ---- | - | --- | -
|                                                                                  |  | 2003 |     |   | 2002 |  
|                                                                                  |  |      |     |   |      |  
|Net income as reported                                                            |  | $    | 194 |   |      | $ | 284 |  
|Deduct: Stock-based compensation expense
determined under fair value based method |  |      | (6  | ) |      |   | (6  | )
|                                                                                  |  |      |     |   |      |  
|Pro forma net income                                                              |  |      | 188 |   |      |   | 278 |  
|Basic earnings per share as reported                                              |  |      | .12 |   |      |   | .18 |  
|Pro forma basic earnings per share                                                |  |      | .12 |   |      |   | .18 |  
|Diluted earnings per share as reported                                            |  |      | .12 |   |      |   | .18 |  
|Pro forma diluted earnings per share                                              |  |      | .11 |   |      |   | .17 |  

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FIRST SHARES BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2003
(Dollar amounts in thousands, except per share data)

NOTE 2  SECURITIES

The fair values of available for sale securities and related gains and losses
recognized in accumulated other comprehensive income (loss) were as follows:

|                                                 |  |       |        |  |            |       |     |            |       |   |      |  
|------------------------------------------------ |  | ----- | ------ |  | ---------- | ----- | --- | ---------- | ----- | - | ---- | -
|                                                 |  |       |        |  |            | Gross |     |            | Gross |  
|                                                 |  | Fair  |        |  | Unrealized |       |     | Unrealized |      
|                                                 |  | Value |        |  | Gains      |       |     | Losses     |      
|                                                 |  |       |        |  |            |       |     |            |      
|March 31, 2003                                   |  |       |        |  |            |       |     |            |       |   |      |  
|U.S. Treasury and government agency securities   |  | $     | 14,443 |  |            | $     | 122 |            |       | $ | (67  | )
|Obligations of states and political subdivisions |  |       | 10,569 |  |            |       | 86  |            |       |   | (49  | )
|Other securities                                 |  |       | 7,036  |  |            |       | 108 |            |       |   | (134 | )
|Mortgage backed securities                       |  |       | 6,963  |  |            |       | 24  |            |       |   | (19  | )
|                                                 |  |       |        |  |            |       |     |            |      
|                                                 |  | $     | 39,011 |  |            | $     | 340 |            |       | $ | (269 | )
|                                                 |  |       |        |  |            |       |     |            |      
|December 31, 2002                                |  |       |        |  |            |       |     |            |       |   |      |  
|U.S. Treasury and government agency securities   |  | $     | 5,195  |  |            | $     | 94  |            |       | $ | (11  | )
|Obligations of states and political subdivisions |  |       | 7,892  |  |            |       | 33  |            |       |   | (121 | )
|Other securities                                 |  |       | 6,842  |  |            |       | 56  |            |       |   | (111 | )
|Mortgage backed securities                       |  |       | 6,881  |  |            |       | 27  |            |       |   | (33  | )
|                                                 |  |       |        |  |            |       |     |            |      
|                                                 |  | $     | 26,810 |  |            | $     | 210 |            |       | $ | (276 | )
|                                                 |  |       |        |  |            |       |     |            |      

NOTE 3  LOANS

Total loans are comprised of the following:

|                                |          |   |           |         |  |              |         |         | 
|------------------------------- | -------- | - | --------- | ------- |  | ------------ | ------- | ------- | 
|                                |          |   | March 31, |         |  | December 31, |        
|                                |          |   | 2003      |         |  | 2002         |        
|                                |          |   |           |         |  |              |        
|Commercial                      |          | $ | 25,445    |         |  | $            | 25,461  |        
|Commercial Real Estate          |          |   | 16,612    |         |  |              | 15,797  |        
|Residential Real Estate         |          |   | 29,216    |         |  |              | 27,119  |        
|Construction                    |          |   | 15,035    |         |  |              | 15,595  |        
|Consumer                        |          |   | 28,459    |         |  |              | 27,857  |        
|                                |          |   |           |         |  |             
|                                | Subtotal |   |           | 114,767 |  |              |         | 111,829 | 
|Less: Allowance for loan losses |          |   | (1,458    | )       |  |              | (1,386  | )      
|                                |          |   |           |         |  |             
|                                |          | $ | 113,309   |         |  | $            | 110,443 |        
|                                |          |   |           |         |  |             

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FIRST SHARES BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2003
(Dollar amounts in thousands, except per share data)

NOTE 4  ALLOWANCE FOR LOAN LOSSES

An analysis of the allowance for loan losses follows:

|                                |  |      |       |   |      |   |       |  
|------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                                |  | 2003 |       |   | 2002 |  
|                                |  |      |       |   |      |  
|Balance, January 1              |  | $    | 1,386 |   |      | $ | 1,148 |  
|Provision charged to operations |  |      | 110   |   |      |   | 50    |  
|Loans charged off               |  |      | (43   | ) |      |   | (28   | )
|Recoveries                      |  |      | 5     |   |      |   | 8     |  
|                                |  |      |       |   |      |  
|Balance, March 31               |  | $    | 1,458 |   |      | $ | 1,178 |  
|                                |  |      |       |   |      |  

NOTE 5  BORROWINGS

The Bank has advances from the Federal Home Loan Bank. Advances at March 31,
2003 and December 31, 2002 were as follows:

|                  |  |               |      |   |                |   |       |                   |  |   |       | 
|----------------- |  | ------------- | ---- | - | -------------- | - | ----- | ----------------- |  | - | ----- | 
|Maturity Date     |  | Interest Rate |      |   | March 31, 2003 |   |       | December 31, 2002 | 
|                  |  |               |      |   |                |   |       |                   | 
|June 18, 2003     |  |               | 1.51 | % |                | $ |      |                   |  | $ | 5,700 | 
|March 7, 2005     |  |               | 1.89 | % |                |   | 2,000 |                   |  |   |      | 
|January 23, 2006  |  |               | 4.73 | % |                |   | 1,000 |                   |  |   | 1,000 | 
|March 7, 2007     |  |               | 4.75 | % |                |   | 1,000 |                   |  |   | 1,000 | 
|December 27, 2010 |  |               | 5.30 | % |                |   | 1,000 |                   |  |   | 1,000 | 
|                  |  |               |      |   |                |   |       |                   | 
|                  |  |               |      |   |                | $ | 5,000 |                   |  | $ | 8,700 | 
|                  |  |               |      |   |                |   |       |                   | 

The advances are collateralized by first mortgage loans under a blanket lien
arrangement.

The Company maintains a note payable with a financial institution. The
outstanding balance at March 31, 2003 and December 31, 2002 was $1,425 and
$1,475, respectively. The outstanding balance accrues interest at prime minus
..50% (the interest rate was 3.75% at March 31, 2003). The note requires
monthly principal payments of $25 plus interest. The note has a maturity date
of March 1, 2008.

During the first quarter of 2002, the Company initiated a public offering of
Debentures and Stock Purchase Contracts. The Company raised $5,000 with the
offering closing during the third quarter of 2002. Capitalized costs in
connection with the offering totaled $661. The Debentures are unsecured and
subordinated, have a term of approximately 9 years, and accrue interest at 8%
per annum payable quarterly in arrears. The Debentures mature on July 1, 2011,
but are redeemable by the Company at any time prior to their maturity. The
stock purchase contracts require a purchaser to buy common shares of the
Company at $6.67 per share on

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FIRST SHARES BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2003
(Dollar amounts in thousands, except per share data)

NOTE 6  BORROWINGS (continued)

January 1, 2011. A purchaser may elect to purchase the common shares of the
Company at any time prior to that date at the same price per share. The Stock
Purchase Contracts will be cancelled in the event the Debentures are redeemed.
Proceeds of $3,000 were contributed to the Bank to support growth.

NOTE 7  EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted
average shares outstanding during the period. A reconciliation of the
numerators and denominators used to compute earnings per share is presented
below:

|                                     |                                                             |   |           |           |  |           |     |           | 
|------------------------------------ | ----------------------------------------------------------- | - | --------- | --------- |  | --------- | --- | --------- | 
|                                     |                                                             |   | March 31, |           |  | March 31, |    
|                                     |                                                             |   | 2003      |           |  | 2002      |    
|                                     |                                                             |   |           |           |  |           |    
|Earnings per share                   |                                                             |   |           |           |  |           |     |          
|                                     | Net income                                                  |   | $         | 194       |  |           | $   | 284       | 
|                                     |                                                             |   |           |           |  |          
|                                     | Weighted average shares outstanding                         |   |           | 1,579,162 |  |           |     | 1,579,162 | 
|                                     |                                                             |   |           |           |  |          
|Earnings per share                   |                                                             | $ | .12       |           |  | $         | .18 |          
|                                     |                                                             |   |           |           |  |          
|Earnings per share assuming dilution |                                                             |   |           |           |  |           |     |          
|                                     | Net income                                                  |   | $         | 194       |  |           | $   | 284       | 
|                                     |                                                             |   |           |           |  |          
|                                     | Weighted average shares outstanding                         |   |           | 1,579,162 |  |           |     | 1,579,162 | 
|                                     | Add: effect of assumed stock options exercised, if dilutive |   |           | 71,401    |  |           |     | 24,368    | 
|                                     |                                                             |   |           |           |  |          
|                                     | Weighted average and dilutive potential shares outstanding  |   |           | 1,650,563 |  |           |     | 1,603,530 | 
|                                     |                                                             |   |           |           |  |          
|Earnings per share assuming dilution |                                                             | $ | .12       |           |  | $         | .18 |          
|                                     |                                                             |   |           |           |  |          

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FIRST SHARES BANCORP, INC.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Certain statements in this section constitute forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of First Shares to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements.

Such risks could include: increases in competitive pressure from other
financial institutions in our markets, unexpected increases in loan losses,
changes in market interest rates, unanticipated changes in our level of growth
or our ability to manage the growth, changes in economic conditions in our
markets, or legislative or regulatory changes.

Results of Operations for the Three-Month Periods Ended March 31, 2003 and 2002

Net Income

During 2002, we focused on increasing earnings, continued growth in loans and
deposits, and increasing market share. For 2003, we will continue our focus on
earnings and growth. Net income for the three months ended March 31, 2003 was
$194,000 or $.12 per share compared to $284,000 or $.18 per share for the same
three months in 2002. Return on average assets (ROA) for 2003 was .48%
compared to .88% for 2002 on an annualized basis, while return on average
equity (ROE) was 8.84% compared to 15.25% for the same period last year, also
on an annualized basis.

Net Interest Income

Net interest income is the difference between interest and fees realized on
interest earning assets and interest paid on interest bearing liabilities. The
net interest margin is this difference expressed as a percentage of average
earning assets.

For the three months ended March 31, 2003, net interest income totaled $1.4
million, representing a $133,000 or 10.6% increase ($174,000 and 13.8% on a tax
equivalent basis) over the same period for 2002. This increase in net interest
income was volume driven as the rates on both interest earning assets and
interest bearing liabilities continued to decline.

Interest income through March 31, 2003 increased $184,000 ($226,000 on a tax
equivalent basis) compared to 2002. Most of the increase in interest income is
attributed to the growth in volume as the declining rate environment of 2002
continued into 2003. Average investments, including securities and federal
funds sold, were $36.1 million in 2003, up by $9.0 million from 2002s $27.1
million level, an increase of 33.4%. The average loan balance showed solid
growth, increasing from $94.1 million in 2002 to $115.8 million in 2003, an
increase of $21.7 million or 23.0%. While the increased volume of earning
assets helped to contribute to growth in interest income the continued lower
interest rate environment partially eroded interest income with the average
yield, on a fully tax equivalent basis, decreasing to 6.29% in 2003 from 7.13%
in 2002.

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FIRST SHARES BANCORP, INC.

Interest expense year to date in 2003 increased $52,000, or 5.8% compared to
2002. The increase was primarily attributed to the issuance of debentures
during the second quarter of 2002. Additional interest expense of $123,000 was
recognized during the first quarter of 2003 that was not incurred during 2002.
Average deposit balances continued to demonstrate growth increasing from $100.5
million to $122.6 million. Despite the growth, the lower cost of deposits
resulted in a $68,000 reduction in interest expense. Similarly, other
borrowings saw a slight decrease in expense despite increases in average
balances. Average other borrowings increased $2.1 million, with expense
decreasing by $3,000. The average cost of all interest bearing liabilities was
2.73% in 2003 compared to 3.27% in 2002.

The effect of a decrease in the cost of funds offset by a slightly larger
decrease in the yields on earning assets was a narrowing of the net interest
margin. Through March 31, 2003, the net interest margin was 3.78%, compared to
4.17% for 2002.

Provision for Loan Losses and Asset Quality

The provision for loan losses represents charges made to earnings to maintain
an adequate allowance for loan losses. The allowance is maintained at an
amount that we believe to be sufficient to absorb probable incurred losses in
the loan portfolio. Monitoring loan quality and maintaining an adequate
allowance is an ongoing process overseen by our senior management. On at least
a quarterly basis, a formal analysis of the adequacy of the allowance is
prepared and reviewed by management and the board of directors. This analysis
serves as a point in time assessment of the level of the allowance and serves
as a basis for provisions for loan losses.

The provision for loan losses was $110,000 for the first three months of 2003
compared to $50,000 in 2002 and the allowance totaled $1.5 million at March 31,
2003 compared to $1.4 million at December 31, 2002. Nonperforming loans have
increased $667,000, to $921,000 since year-end. Despite the increase, the
amount of nonperforming loans remains modest (.80% at March 31, 2003 compared
to .22% at year end 2002). Net charge offs through the first three months of
2003 were $38,000, representing .03% of the total loan portfolio compared to
$20,000 for the same period last year. The allowance for loan losses at the
end of March 2003 was $1.5 million, or 1.26% of total loans, compared to $1.2
million, or 1.25% of total loans at March 31, 2002.

We designate certain loans for internal monitoring purposes on a watch list.
Loans may be placed on the watch list as a result of delinquent status, concern
about the borrowers financial condition or the value of the collateral
securing the loan, substandard classification during regulatory examinations,
or simply as a result of our desire to monitor more closely a borrowers
financial condition and performance.

Watch category loans may include loans with loss potential that are still
performing and accruing interest and may be current under the terms of the loan
agreement. However, we may have a significant degree of concern about the
borrowers ability to continue performing according to the terms of the loan.
Loss exposure on these loans is typically evaluated based primarily upon the
estimated liquidation value of the collateral securing the loan. Also, watch
list loans may include credits which, although adequately secured and
performing, reflect a past delinquency problem or unfavorable financial trends
exhibited by the borrower.

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FIRST SHARES BANCORP, INC.

Noninterest Income and Expense

Noninterest income increased $342,000, or 118.3% to $631,000 for 2003 compared
to $289,000 in 2002. A portion of the increase is attributed to the larger
number of deposit accounts and a change in fee structure on those accounts,
which increased service charge income by 28.9%. The majority of the increase
in other income can be attributed to mortgage banking activity which rose
199.2% as historically low interest rates continue to spur activity in this
area. The sale of securities available for sale also generated gains of
$91,000 for the first quarter of 2003 compared to $0 for the same period in
2002. Given the current rate environment, we have sought to take advantage of
gains in the portfolio by selling certain securities.

Noninterest expense rose with an increase of $447,000 or 36.9%, reaching $1.7
million for the first three months of 2003 as compared to $1.2 million for the
same period in 2002. The primary factor contributing to the increase in
noninterest expense is a $283,000 increase in salaries and employee benefits
driven by the hiring of additional staff, employee health insurance and annual
salary increases. With the increase in loan sales volume, amounts paid for
commissions have also increased.

Income Taxes

No tax expense was recorded during the first quarter of 2002 due to a net
operating loss carryforward of approximately $599,000. Having utilized the
full carryforward amount during 2002, we recorded tax expense of $58,000 for
the first quarter of 2003.

FINANCIAL CONDITION

Total assets were $169.2 million at March 31, 2003 compared to $155.3 million
at year-end 2002, an increase of $13.9 million or 8.9%. Increased loan and
securities totals were funded primarily by increased deposits.

Securities

Securities are designated as available for sale. With the influx of deposits,
investments in securities increased nearly $12.2 million, with the increase
occurring in tax-exempt state and political subdivisions as we have become
subject to tax. The portfolio remains largely comprised of state and political
subdivision securities and government agency issues.

In addition to securities of the U.S. Government and its agencies, we had
concentrations in one corporate security that exceeded 10% of shareholders
equity at March 31, 2003. The obligor was Ford Motor Credit with a cost of
$993,000 and fair value of $986,000.

Loans

Total loans, including loans held for sale, increased $4.0 million or 3.6% from
year-end 2002 to March 31, 2003. Loan growth occurred primarily in the
consumer and residential real estate areas. Consumer loan growth remains
strong, comprising the second largest single segment of the portfolio.
Consumer loans totaled $28.5 million at March 31, 2003, increasing $602,000 or
2.2% from year-end. The indirect loan market remains strong, with
relationships maintained


12.Table of Contents

FIRST SHARES BANCORP, INC.

with local auto and recreational vehicle dealers providing this segment with
strong growth opportunities. Underwriting standards for indirect loans are
consistent with the standards applied to direct loans in an effort to maintain
strong asset quality.

Commercial and commercial real estate loans grew by 1.9% or $800,000 in total
from December 31, 2002 to March 31, 2003 and comprised 36.3% of our portfolio
at the period end. Growth in this segment was attributed to the continued
focus upon the Greenwood area, and further penetration in our market areas.

Residential mortgages, including loans held for sale, comprise the largest
single segment of our loan portfolio. From year-end 2002 to March 31, 2003,
residential mortgages increased $3.2 million or 11.6% to $30.3 million. The
increase is attributed to refinancing activity from the continued low interest
rate environment. At period end 2003, loans held for sale, which are carried
at the lower of cost or fair value, totaled $1.1 million, declining from the
year-end total of $5.8 million. All loans are sold servicing released.
Mortgage banking provides our customers with a wider array of mortgage loan
products.

Deposits and Other Borrowings

Total deposits increased $19.7 million or 16.0%, from year-end 2002 to March
31, 2003. Noninterest-bearing deposits decreased to $14.9 million from $15.8
million. At March 31, 2003, $44.8 million or 50.6% of our time deposits had
balances greater than $100,000. The average balance of time deposits issued in
amounts greater than $100,000 totaled $41.2 million for the first quarter of
2003, compared to $30.7 million for the first quarter 2002, representing 48.8%
and 46.0% of total average time deposits in each period.

While deposits have funded a significant portion of our growth, we have also
obtained funding from the Federal Home Loan Bank (FHLB). The advances from the
FHLB have fixed interest rates, which range from 1.89% to 5.30% at March 31,
2003 and mature between March 2005 and December 2010. Additionally, we have a
note payable and debenture at the holding company level, with a significant
portion of these proceeds contributed to First Bank to support continued
growth.

Capital

We are subject to various regulatory capital guidelines as required by federal
banking agencies. These guidelines define the various components of core
capital and assign risk weights to various categories of assets.

Tier 1 capital consists of shareholders equity net of intangible assets and
excluding unrealized gains and losses on securities available for sale, as
defined by bank regulators. The definition of Tier 2 capital includes the
amount of allowance for loan losses which does not exceed 1.25% of gross risk
weighted assets. Total capital is the sum of Tier 1 and Tier 2 capital.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)
requires federal regulatory agencies to define capital tiers. These are: well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized. Under these regulations, a
well-capitalized institution must achieve a Tier 1 risk-based capital ratio
of at least 6.00%, and a total capital ratio of at least 10.00%, and a leverage
ratio of at least 5.00% and

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FIRST SHARES BANCORP, INC.

not be under a capital directive order. Failure to meet capital requirements
can result in regulatory action that could have a direct material effect on our
financial statements. If a financial institution is only adequately
capitalized, regulatory approval is required to accept brokered deposits. If a
financial institution is undercapitalized, capital distributions, asset growth,
and expansion are limited, in addition to the institution being required to
submit a capital restoration plan.

At March 31, 2003, our Tier 1 risk-based capital, total risk-based capital and
leverage ratios for the Bank were 10.25%, 11.33% and 8.55%, levels which meet
the regulatory guidelines of well capitalized. Our Tier 1 risk-based
capital, total risk-based capital and leverage ratios at the consolidated level
were 6.42%, 11.17%, and 5.36%, levels which meet the regulatory guidelines of
well capitalized.

At December 31, 2002 our Tier 1 risk-based capital, total risk-based capital
and leverage ratios for the Bank were 10.46%, 11.53% and 8.52%, levels which
meet the regulatory guidelines of well capitalized. The consolidated numbers
for risk-based capital, total risk-based capital and leverage ratios were
6.56%, 11.48%, and 5.34%, levels which meet the regulatory guidelines of well
capitalized.

Liquidity and Rate Sensitivity

Liquidity refers to the availability of funds to meet deposit withdrawals and
borrowing repayments, fund loan commitments and pay expenses. We have many
sources of liquid funds, including cash and cash equivalents, payments and
maturities of loans and securities, and growth in deposits. In addition, we
have the ability to sell securities available for sale, and may borrow from the
Federal Reserve and the Federal Home Loan Bank.

We believe we have sufficient liquidity to meet reasonable borrower, depositor,
and creditor needs in the present economic environment. We have not received
any recommendations from regulatory authorities which would materially affect
liquidity or operations.

Our interest rate sensitivity position is influenced by the timing of the
maturity or repricing of interest earning assets and interest-bearing
liabilities. One method of gauging sensitivity is by a static gap analysis.

Rate sensitivity gap is defined as the difference between the repricing of
interest earning assets and the repricing of interest bearing liabilities
within certain defined time frames. Rising interest rates are likely to
increase net interest income in a positive gap position, while declining rates
are likely to be beneficial in a negative gap position.

At March 31, 2003, we had a negative one-year interest rate gap of 25.5% of
interest earning assets. This compares to a negative 27.6% gap at December 31,
2002.

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FIRST SHARES BANCORP, INC.







Item 3. Controls and Procedures

Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of First Shares
Bancorp, Inc.s management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934). Based on their evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that the Companys
disclosure controls and procedures are, to the best of their knowledge,
effective to ensure that information required to be disclosed by First Shares
Bancorp, Inc. in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. Subsequent to the date
of their evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that there were no significant changes in First Shares Bancorp,
Inc.s internal controls or in other factors that could significantly affect
its internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.




Part II. OTHER INFORMATION







Item 6. Exhibits and Reports on Form 8-K

a.)  Exhibits

|     |  |                                                                                                                                                                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Articles of Incorporation of
First Shares Bancorp, Inc., incorporated by reference to
Exhibit 3.1 to the registration statement on Form SB-2 of
First Shares Bancorp, Inc. (file no. 333-31520), as amended
(the 2000 Registration Statement).
|3.2  |  | Amended and Restated By-Laws of First Shares
Bancorp, Inc., incorporated by reference to Exhibit 3.2 to the
2000 Registration Statement.                                                                                                                             
|99.1 |  | Certification of Chief Executive Officer under
section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                        
|99.2 |  | Certification of Chief Financial Officer under
section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                        

b.)  Reports on Form 8-K  No Reports were filed.

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FIRST SHARES BANCORP, INC.




SIGNATURES

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

|                   |  |                            |  |                         
|------------------ |  | -------------------------- |  | ------------------------
|                   |  | FIRST SHARES BANCORP, INC.
|                   |  |                            |  |                         
|Date: May 15, 2003 |  | By:                        |  | /s/ Jerry R. Engle      
|                   |  |                            |  | Jerry R. Engle          
|                   |  |                            |  | President and           
|                   |  |                            |  | Chief Executive         
|                   |  |                            |  | Officer                 
|                   |  |                            |  |                         
|Date: May 15, 2003 |  | By:                        |  | /s/ Kimberly B. Kling   
|                   |  |                            |  | Kimberly B. Kling       
|                   |  |                            |  | Secretary, Treasurer and
|                   |  |                            |  | Chief Financial Officer 
|                   |  |                            |  | (Principal Financial and
|                   |  |                            |  | Accounting Officer)     

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FIRST SHARES BANCORP, INC.

I, Jerry R. Engle, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of First Shares
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 officer 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 officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
functions):

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

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

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

|                   |  |                    
|------------------ |  | -------------------
|Date: May 15, 2003 |  | /s/ Jerry R. Engle 
|                   |  | Jerry R. Engle     
|                   |  | President and Chief
|                   |  | Executive Officer  

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FIRST SHARES BANCORP, INC.

I, Kimberly B. Kling, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of First Shares
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 officer 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 officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
functions):

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

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

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

|                   |  |                                             
|------------------ |  | --------------------------------------------
|Date: May 15, 2003 |  | /s/ Kimberly B. Kling                       
|                   |  | Kimberly B. Kling                           
|                   |  | Secretary, Treasurer and                    
|                   |  | Chief Financial Officer                     
|                   |  | (Principal Financial and
Accounting Officer)

18.