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

                                   FORM 10-QSB

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

[ ]    TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
       ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _________


Commission file number 0-27984


                       Ridgestone Financial Services, Inc.
        (Exact name of small business issuer as specified in its charter)


             Wisconsin                                      39-1797151
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                        Identification No.)

                             13925 West North Avenue
                           Brookfield, Wisconsin 53005
                    (Address of principal executive offices)

                                  414-789-1011
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

    Class                                    Outstanding as of June 30, 1999
    -----                                    -------------------------------

    Common Stock, no par value                         876,492

Transitional Small Business Disclosure Format:       Yes           No     X


<PAGE>



               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY

                                      INDEX

                                                                            Page
                                                                          Number
                                                                          ------
PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements..............................................1

             Consolidated Statements of Financial Condition at
             June 30, 1999 and December 31, 1998...............................1

             Consolidated Statements of Income
             For the Three Months and Six Months Ended
             June 30, 1999 and 1998............................................2

             Consolidated Statements of Cash Flows
             For the Six Months Ended June 30, 1999 and 1998...................3

             Consolidated Statements of Stockholders' Equity
             For the Six Months Ended June 30, 1999 and 1998...................4

             Notes to Consolidated Financial Statements........................5


    Item 2.      Management's Discussion and Analysis..........................6

PART II - OTHER INFORMATION

    Item 4.      Submission of Matters to a Vote of Security Holders..........12

    Item 6.      Exhibits and Reports on Form 8-K.............................12



SIGNATURES       .............................................................13

EXHIBIT INDEX    .............................................................14



<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements




               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                       June 30, 1999 and December 31, 1998
<TABLE>
<CAPTION>



                                                        June 30,      December 31,
                                                          1999            1998
                                                      (Unaudited)
                                                     ------------    -------------
<S>                                                  <C>             <C>
ASSETS
Cash and due from banks                              $  1,888,813    $  2,741,672
Interest-bearing deposits in banks                        259,892           2,649
Federal funds sold                                      7,457,000      12,525,000
Investments-Held to Maturity                            1,752,419       1,750,335
         (fair value Jun 1999, $1,752,419
                 and Dec 1998, $1,780,700)
Investments-Available for Sale                          1,818,361         615,284


Loans receivable                                       49,676,250      48,869,077
   Less: Allowance for estimated loan losses             (449,884)       (562,747)
                                                     ------------    -------------
Net loans receivable                                   49,226,366      48,306,330

Mortgage loans held for sale                                    0         259,000
Office building and equipment, net                      1,379,655       1,376,660
Other real estate owned                                   943,782       1,297,835
Cash surrender value of life insurance                  1,897,102       1,797,153
Accrued interest & other assets                         1,511,736         663,617
                                                     ------------    -------------

         Total assets                                $ 68,135,126    $ 71,335,535
                                                     ============    =============


LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
         Demand                                      $  9,040,372    $  8,552,053
         Savings, NOW and other time deposits          51,898,065      55,970,803
                                                     ------------    -------------
           Total deposits                              60,938,437      64,522,856
                                                     ------------    -------------

Accrued interest & other liabilities                      745,628         614,535
                                                     ------------    -------------

         Total liabilities                             61,684,065      65,137,391
                                                     -------------   ------------

STOCKHOLDERS' EQUITY
Common stock, no par value: 10,000,000
 shares authorized:
876,492 issued and outstanding                          8,417,117       8,417,117
Retained earnings (deficit)                            (1,948,047)     (2,196,449)
Accumulated other comprehensive income(loss)              (18,009)        (22,524)
                                                     ------------    ------------

         Total stockholders' equity                     6,451,061       6,198,144
                                                     ------------    -------------

         Total liabilities and stockholders' equity  $ 68,135,126    $ 71,335,535
                                                     ============    =============
</TABLE>


                                       -1-

<PAGE>



               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                Three and Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                Three Months Ended            Six Months Ended
                                           --------------------------    ---------------------------
                                               Jun 30,       Jun 30,         Jun 30,      Jun 30,
                                                1999          1998            1999          1998
                                           ------------- -------------   ------------- -------------
<S>                                        <C>           <C>             <C>           <C>
Interest income:
         Interest and fees on loans        $  1,009,133  $  1,016,667    $  1,959,286  $  2,008,681
         Interest on securities                  34,959        70,282         146,210       152,195
         Interest on federal funds sold         121,782       102,793         204,189       153,806
         Interest on deposits in banks            1,750         2,910           1,892         4,360
                                           ------------- -------------   ------------- -------------
             Total interest income            1,167,624     1,192,652       2,311,577     2,319,042
                                           ------------- -------------   ------------- -------------

Interest expense:
         Interest on deposits                   607,091       718,622       1,233,777     1,390,367
                                           ------------- -------------   ------------- -------------

             Net interest income before
             provision for loan losses          560,533       474,030       1,077,800       928,675

Provision for loan losses                        60,000        10,000          67,500        15,000
                                           ------------- -------------   ------------- -------------
             Net interest income after
             provision for loan losses          500,533       464,030       1,010,300       913,675
                                           ------------- -------------   ------------- -------------

Non interest income:
         Secondary market loan fees              18,263        34,008          38,437        55,181
         Service charges on deposit accts        18,618         8,951          31,752        17,640
         Miscellaneous                           44,714        22,804          89,693        34,879
                                           ------------- -------------   ------------- -------------
             Total non interest income           81,595        65,763         159,882       107,700
                                           ------------- -------------   ------------- -------------

Non interest expense:
         Salaries and employee benefits         212,946       266,018         519,602       525,210
         Occupancy and equipment expense        114,401        93,669         205,242       175,407
         Gain(loss) on sale of AFS securities         0       (23,747)         15,402         7,687
         Other expense                          222,520       147,661         377,544       251,261
                                           ------------- -------------   ------------- -------------
             Total non interest expense         549,867       483,601       1,117,790       959,565
                                           ------------- -------------   ------------- -------------

Income before income taxes                       32,261        46,192          52,392        61,810

Income taxes(benefit)                          (121,060)     (102,500)       (196,010)      (92,700)
                                           ------------- --------------   ------------ -------------

Net income                                 $    153,321  $    148,692    $    248,402  $    154,510
                                           ============= =============   ============= =============

Earnings per share:
         Basic                             $       0.17  $       0.17    $       0.28  $       0.18
         Diluted                           $       0.17  $       0.17    $       0.28  $       0.18

Weighted average shares outstanding             876,492       876,055         876,492       876,055

</TABLE>

                                       -2-

<PAGE>



               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                       Six Months Ended
                                                                ----------------------------
                                                                     Jun 30,         Jun 30,
                                                                      1999            1998
                                                                -------------   -------------
<S>                                                             <C>             <C>
Cash Flows From Operating Activities:
      Net income                                                $    248,402    $    154,510
         Adjustments to reconcile net income to
         net cash used in operating activities:
             Depreciation                                             73,019          78,499
             Loss on sale of investment securities                    15,402           7,687
             Provision for loan losses                                67,500          15,000
             Charges to loan losses                                 (180,363)       (126,373)
             Accretion/Amortization of securities-net                    265            (441)
               Net decrease in mortgage loans held for sale          259,000               0
         (Increase)decrease in assets:
             Interest receivable                                     (12,396)         16,676
             Other assets                                           (935,672)        233,456
         Increase(decrease) in liabilities:
             Accrued interest                                        (47,711)        192,379
             Other liabilities                                       178,804        (178,519)
                                                                -------------   -------------
         Total adjustments                                          (582,152)        238,364
                                                                -------------   -------------
      Net cash provided by (used in) operating activities           (333,750)        392,874
                                                                -------------   -------------

Cash Flows From Investing Activities:
           Net increase in interest-bearing deposits                (257,243)         (5,011)
         Proceeds from sales of available for sale securities         80,548         141,316
         Net (increase) decrease in federal funds sold             5,068,000      (2,717,000)
         Purchase of available for sale securities                (1,796,860)       (138,200)
         Proceeds from maturities of held to maturity securities     500,000       1,750,000
         Net proceeds on other real estate                           354,053         165,489
         Purchases of premises and equipment                         (76,015)        (17,790)
         Net increase in loans                                      (807,173)     (1,931,060)
                                                                -------------   -------------
      Net cash provided by (used in) investing activities          3,065,310      (2,752,256)
                                                                -------------   -------------

Cash Flows From Financing Activities:
      Net increase(decrease) in deposits                          (3,584,419)      1,889,504
                                                                -------------   -------------
      Net cash provided by (used in) financing activities         (3,584,419)      1,889,504
                                                                -------------   -------------
Net (decrease)increase in cash and cash equivalents                 (852,859)       (469,878)
Cash and due from banks, beginning                                 2,741,672       2,671,051
                                                                -------------   -------------
Cash and due from banks, ending                                 $  1,888,813    $  2,201,173
                                                                =============   =============

Supplemental disclosure of cash flow information
       Cash paid during the period for:
             Interest                                           $  1,241,488    $  1,407,043
                                                                =============   =============

             Income taxes                                       $          0    $      9,800
                                                                =============   =============

Supplemental schedule of noncash investing activities:
Net changes in unrealized gain on securities
available for sale                                              $      4,515    $     28,534
                                                                =============   =============
</TABLE>


                                       -3-

<PAGE>



               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Six Months Ended June 30, 1999 and 1998

<TABLE>
<CAPTION>

                                                                          Available
                                              Common         Retained       For Sale
                                              Stock          Earnings      Securities       Total
                                          -------------   -------------  -------------   -----------

<S>                                       <C>             <C>            <C>            <C>
Balances, December 31, 1997               $  7,721,399    $ (1,837,493)  $    (20,606)  $  5,863,300

Comprehensive income:
     Net income                                                154,510                       154,510

     Change in unrealized gain
     on available for sale securities                                          28,534         28,534
                                                                                        ------------
     Total comprehensive income                                                              183,044
                                          -------------   -------------  -------------  ------------
Balances, June 30, 1998                   $   7,721,399   $ (1,682,983)   $      7,928  $  6,046,344
                                          =============   =============  =============  ============

Balances, December 31, 1998               $   8,417,117   $ (2,196,449)        (22,524) $  6,198,144

Comprehensive income:
     Net income                                                248,402                       248,402

     Change in unrealized gain
     on available for sale securities                                            4,515         4,515
                                                                                        ------------

     Total comprehensive income                                                              252,917
                                          -------------   -------------  -------------   -----------
Balances, June 30, 1999                    $  8,417,117   $ (1,948,047)  $     (18,009)  $ 6,451,061
                                          =============   =============  ==============  ===========

</TABLE>






                                       -4-

<PAGE>



               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 1999 and 1998
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  unaudited  condensed  consolidated  financial  statements  of
Ridgestone  Financial  Services,  Inc.  (the  "Company")  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with  instructions  to Form  10-QSB.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,   all  adjustments  (consisting  of  normal  recurring  adjustments)
considered  necessary for the fair  presentation  have been included.  Operating
results for the six months ended June 30, 1999 are not necessarily indicative of
the results  that may be expected  for the year ended  December  31,  1999.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1998.

NOTE 2 - PRINCIPLES OF CONSOLIDATION

The accompanying  consolidated  financial statements include the accounts of the
Company and its wholly  owned  subsidiary,  Ridgestone  Bank (the  "Bank").  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

NOTE 3 - COMPARATIVE DATA

Comparative statements of income for the three and six months and cash flows for
the six months ended June 30, 1999 and June 30, 1998 have been presented.

NOTE 4 - STOCK DIVIDEND

On May 21, 1998, the Company paid a 5% stock dividend on issued and  outstanding
shares of its common stock. The dividend totaled 41,717 shares.




                                       -5-

<PAGE>



Item  2.  Management's Discussion and Analysis

General

Ridgestone Financial Services, Inc. (the "Company") was formed in May 1994 under
the laws of the State of Wisconsin  for the purpose of becoming the bank holding
company of Ridgestone Bank (the "Bank").

The Bank was  capitalized  on  December  6, 1995,  and  commenced  operation  on
December 7, 1995.  The Bank was  organized as a Wisconsin  chartered  commercial
bank  with  depository   accounts  insured  by  the  Federal  Deposit  Insurance
Corporation.  The Bank provides  full service  commercial  and consumer  banking
services in Brookfield, Wisconsin, and adjacent communities.

The following is a discussion of the Company's  Financial  Condition and Results
of Operations as of and for the three and six months ended June 30, 1999.


Financial Condition

Total Assets.  Total assets of the Company as of June 30, 1999 were  $68,135,126
compared to $71,335,535 as of December 31, 1998, a decrease of 4%. This decrease
in total assets is related to the Company's efforts to expand the loan portfolio
and control deposit growth to further improve earnings.  While this strategy has
resulted  in a slight  decline  in total  assets,  it has  also  resulted  in an
increase in net interest  income and an  improvement  in the Bank's net interest
margin.

Cash and Cash Equivalents.  Cash and interest bearing deposits, which represents
cash  maintained  at the Bank and  funds  that  the  Bank and the  Company  have
deposited in other  financial  institutions,  was  $2,148,705  at June 30, 1999,
compared to $2,744,321 as of December 31, 1998. The Bank reported  $7,457,000 of
federal funds sold (which are inter-bank funds with daily liquidity) on June 30,
1999 compared to $12,525,000 on December 31, 1998.

Investment  Securities.  The  Company's  investment  portfolio  consists  of (i)
securities  purchased with the intent to hold the  securities  until they mature
and (ii)  securities  placed in the  available  for sale  category  which may be
liquidated to provide cash for operating or financing  purposes.  The securities
held-to-maturity   portfolio  was  $1,752,419  at  June  30,  1999  compared  to
$1,750,335 at December 31, 1998. The securities available-for-sale portfolio was
$1,818,361  at June 30, 1999  compared to $615,284  at  December  31,  1998,  an
increase of  $1,203,077,  which was primarily due to a  reinvestment  of certain
funds into repurchase agreements.

Loans.  Total  loans  prior to the  allowance  for  estimated  loan  losses were
$49,676,250  as of June 30,  1999,  compared to  $48,869,077  as of December 31,
1998, an increase of 2%.

At June 30, 1999, the mix of the loan  portfolio  included  Commercial  loans of
$11,782,000 or 24% of total loans;  Commercial  Real Estate loans of $21,318,000
or 43% of total loans;  Residential  Real Estate loans of $13,283,000 or 27 % of
total loans; and Consumer loans of $3,293,000 or 7% of total loans.

Allowance for Loan Losses.  The allowance for estimated loan losses was $449,884
or .91% of gross loans on June 30,  1999  compared to $562,747 or 1.15% of gross
loans at December 31, 1998. In accordance  with Financial  Accounting  Standards
Board ("FASB") Statements No. 5 and 114, the allowance is provided for losses

                                       -6-

<PAGE>



that have potentially been incurred based on the Bank's outstanding loan balance
as of the balance sheet date.  The Bank  evaluates the adequacy of the loan loss
reserve  based on past  events and  current  economic  conditions,  and does not
include the  effects of  potential  losses on specific  loans or groups of loans
that are  related to future  events or expected  changes in economic  conditions
which are then unknown to the Bank.  For  additional  information  regarding the
Company's  allowance for loan losses, see "Results of Operations - Provision for
Loan Losses" below.

In the second quarter of 1999, the Bank charged  $150,363  against the loan loss
reserve  which  related  primarily to a commercial  loan whose  guarantor  filed
personal bankruptcy.

On June 30, 1999,  the Company had $943,782 in Other Real Estate Owned  compared
to $1,297,835 on December 31, 1998.  This decrease was the result of the sale of
real estate assets owned by the Bank.

Deposits.  As of June 30, 1999,  total  deposits  were  $60,938,437  compared to
$64,522,856  at December  31, 1998,  a decrease of 6%. For more  information  on
deposits, see "Total Assets" above.

Liquidity.  For  banks,  liquidity  generally  represents  the  ability  to meet
withdrawals  from  deposits  and the funding of loans.  The assets that  provide
liquidity are cash,  federal  funds sold and  short-term  loans and  securities.
Liquidity  needs are  influenced  by  economic  conditions,  interest  rates and
competition.  Management  believes  the current  liquidity  position of the Bank
allows it  opportunity  to expand the Bank's loan  portfolio and account for any
withdrawals  which may occur.  The Bank's  loan-to-deposit  funds ratio prior to
loan loss reserve on June 30, 1999 was 82%.

Asset/Liability  Management.  Closely  related to  liquidity  management  is the
management of  interest-earning  assets and  interest-bearing  liabilities.  The
Company  manages  its rate  sensitivity  position  to avoid  wide  swings in net
interest margins and to minimize risk due to changes in interest rates.

Changes in net interest income,  other than volume related  changes,  arise when
interest  rates on assets  reprice in a time frame or interest rate  environment
that is different  from the  repricing  period for  liabilities.  Changes in net
interest  income also arise from changes in the mix of interest  earning  assets
and interest-bearing liabilities.

The Company currently does not expect to experience any material fluctuations in
its net  interest  income in the  short-term  as a  consequence  of  changes  in
interest rates.


Results of Operations

Net Income. For the three-month period ended June 30, 1999, the Company reported
net income of  $153,321 as compared to net income of $148,692 in the same period
of 1998. For the six month period ended June 30, 1999, the Company  reported net
income of $248,402  which  compares  favorably to net income of $154,510 for the
six months ended June 30, 1998. A tax benefit related to a tax loss carryforward
accounted  for  $121,060 and $196,010 of net income for the three and six months
ended June 30, 1999, respectively.

Net Interest  Income.  Net interest income before  provision for loan losses for
the three  and six  months  ended  June 30,  1999 was  $560,533  and  $1,077,800
compared to $474,030 and $928,675 for the same periods in 1998,  an  improvement
of 18% and 16%, respectively. Total interest income for the three and six months
ended June 30, 1999  decreased  by $25,028 and $7,465 as compared  with the same
periods in 1998, while total interest

                                       -7-

<PAGE>



expense  decreased by $111,531  and  $156,590.  The Bank's net  interest  margin
improved from 3.21% at June 30, 1998 to 3.49% at June 30, 1999.

Provision  for  Loan  Losses.   The  provision  for  loan  losses  is  based  on
management's  evaluation  of factors such as the local and national  economy and
the risks associated with the loans in the portfolio.

As a result of increasing  balances in the loan portfolio and a commercial  loan
charge-off  during the second quarter,  the loan loss reserve as a percentage of
gross loans is slightly  below the levels  historically  maintained by the Bank.
During the six month period ended June 30, 1999, a $67,500 provision was made to
the loan loss  reserve  to build the  reserve  to  adequate  levels.  Management
anticipates  continued  growth  in  the  loan  portfolio  and  intends  to  make
provisions  during 1999 which will build the reserve to a higher  percentage  of
gross loans.

The  Federal  Deposit  Insurance   Corporation   ("FDIC")  conducted  a  routine
examination of the Bank's loan classifications in the second quarter of 1999. As
a result of this examination, certain loans may be reclassified and the Bank may
be required  to make  additional  provisions  for loan  losses.  The Bank cannot
estimate the extent of any such required  provisions,  if any, to be made in the
future.

Non-Interest  Income. Total non interest income was $81,595 for the three months
ended June 30, 1999 compared to $65,763 for the same period in 1998, an increase
of $15,832 or 24%.  Total non  interest  income was  $159,882 for the six months
ended  June 30,  1999  compared  to  $107,700  for the same  period in 1998,  an
increase of 48%.

Non-Interest  Expense.  Total non interest expenses (excluding gains on the sale
of securities and assets) were $557,669 for the three months ended June 30, 1999
compared to $507,348 for the same period in 1998, an increase of 10%.  Total non
interest  expenses  (excluding  losses on sale of assets  and  securities)  were
$1,077,631  for the six months ended June 30, 1999  compared to $951,878 for the
same  period in 1998,  an  increase  of 13% from the prior  period in 1998.  The
majority of the increase in non interest  expenses is  attributed  to two areas,
benefit plans and occupancy expense. The majority of the benefit plan expense is
offset by income  related to the benefit plans in  noninterest  income,  and the
increase in occupancy  expense is primarily due to an  accounting  change in the
treatment of expenses related to Other Real Estate Owned.


Year 2000 Impact

Existing computer programs generally recognize dates and perform calculations by
using only the last two digits of any given year.  These  computer  programs may
not  recognize a year that begins  with "20"  instead of "19." As a result,  the
functions  of  computer   software,   hardware  and  embedded  systems  at  many
businesses,  including the Bank,  may experience  failures or produce  incorrect
results  when the  calendar  changes to January 1,  2000.  Systems  failures  or
miscalculations  at the Bank or the Bank's  vendors or  customers  may result in
disruption of operations,  including a failure to process  information  and/or a
reduced likelihood of collecting loan payments on a timely basis.

The Bank's Readiness.  To determine whether and to what extent it may experience
disruptions  as a result of the turning of the Year 2000  ("Y2K"),  the Bank has
established   a  committee  to  oversee  the   assessment   process  and  report
periodically  to Bank  management.  The  Bank is  currently  in the  process  of
assessing  (i) the Y2K status of its own internal  systems,  including  computer
equipment (hardware), applications (software), and other

                                       -8-

<PAGE>



electronically  controlled  equipment  that  does  not  process  data  (embedded
systems);  (ii) the Y2K  status  of its  customers'  systems;  and (iii) the Y2K
status of its vendors' systems.

Internal  Systems.  The Bank has  completed  testing  or  received  manufacturer
certification  of Y2K compliance  with respect to 100% of its internal  hardware
and embedded  systems.  All such systems  appear to be Y2K  compliant.  The Bank
spent less than $5,000 on testing  these  systems to date and does not expect to
incur  additional  costs in  testing  internal  computer  hardware  or  embedded
systems.

The following  chart displays the current status of the Bank's  mission-critical
software with respect to assessing Y2K compliance.
<TABLE>
<CAPTION>


                                                Vendor-
        Internal Mission-critical              certified
            Software Category                 Compliant?                       Status of Testing/Replacement
-----------------------------------------  -----------------  ----------------------------------------------------------------
<S>                                               <C>         <C>
Operating systems                                 Yes         Testing complete - satisfactory
Banking platform applications                     Yes         Testing Phase 1 complete -  satisfactory
                                                              Testing Phase 2 complete  - satisfactory
On-line PC banking                                Yes         Testing complete - satisfactory
                                                              Implementation - in process
Telephone banking                                 No          Replacement installation in process
Loan documentation                                Yes         Replacement configuration in process
Document management                               Yes         Testing complete - satisfactory
Contact management                                Yes         Testing complete - satisfactory
General office applications                       Yes         Testing complete - satisfactory
Data warehousing                                  Yes         Testing complete - satisfactory
</TABLE>

All the Bank's internal software systems are  vendor-certified  compliant except
for the telephone banking system.  Although the Bank does not expect this system
to experience  problems  associated with Y2K, it is  nevertheless  upgrading the
system to a Y2K compliant  version.  The upgraded system hardware is in place at
the Bank's data  processor and the first of the  processor's  client banks is in
the process of  conversion.  The Bank will be  converted  to this system  before
December 31, 1999. The Bank will incur a charge of $250 for this conversion.

The Bank's remaining internal systems have all been successfully  tested for Y2K
readiness,  except  for the loan  documentation  system.  This  system  is being
configured  and should be operational  by the end of September,  1999.  Both the
current loan  documentation  system and its replacement  have been certified Y2K
ready by the vendor.

The  platform  banking  system went through a series of tests in May of 1998 and
passed  successfully.  Because of the critical nature of these systems, the Bank
went through a second round of testing of this software in February  1999.  This
test also passed successfully.

                                       -9-

<PAGE>



Customers.  The Bank may  experience  loan  collection  or other  credit-related
problems if significant  customers are not Y2K compliant  before the turn of the
century. In order to assess their Y2K compliance,  the Bank has sent Y2K surveys
to a  majority  of its  commercial  customers.  Many  of  these  customers  have
responded  to the Bank's  inquiries  and continue to update the Bank as new data
becomes  available.  The Bank  intends to continue  surveying  new  customers as
appropriate  to assess their Y2K readiness.  The Bank will also conduct  another
survey of all its  commercial  customers in August,  1999. To date, the Bank has
received satisfactory responses from most of its major commercial customers, and
management  currently  does not  anticipate  the Bank will  experience  material
adverse effects on operations as a result of customer non-compliance.

Vendors.  Similarly,  the Bank is receiving  regular updates from almost all the
vendors who provide mission- critical products and services.  The Bank is making
efforts to contact those vendors who have not yet provided information regarding
their Y2K readiness.  Of those vendors whose  compliance  status is known to the
Bank,  all are  either  already  compliant  or appear to be making  satisfactory
progress toward compliance.

Y2K  Compliance  Costs.  The  Bank  outsources  a  majority  of its  information
processing,  and its  internal  computer  systems  generally  rely  on  software
provided by third-party  vendors. As a result, the Bank has incurred very little
cost to date, less than $5,000,  in assessing its internal  readiness.  The Bank
will incur additional  remediation  costs which are not expected to be material,
generally  in  connection  with  (i) its  continuing  dialog  with  vendors  and
customers to assess their readiness, (ii) the installation of one new system and
the  replacement of one old system,  and (iii)  contingency  planning and status
updates.  The Bank currently  expects that such additional costs will not exceed
$15,000.

Y2K Risks.  One set of Y2K risks to the Bank are  associated  with the potential
non-compliance of its third-party vendors who provide mission-critical services.
Since the Bank  outsources  most of its  information  processing to  third-party
vendors,  such a  failure  could  result in higher  operating  costs,  increased
staffing  needs or the  inability  to  provide  needed  services  to  customers.
Likewise,  the  failure  of  those  vendors  providing  critical  infrastructure
services,  specifically,  power and  communications,  could  result in temporary
operational difficulties at the bank.

Y2K failures of the Bank's significant  commercial customers could result in the
inability  of those  customers  to make timely  payments  on loans,  potentially
resulting in a loss of revenue,  adjustments  to the Bank's loan loss  reserves,
reduced deposit balances or increased cash requirements.

Another  area of risk to the Bank  lies with  consumer  deposit  behavior.  If a
significant  number  of  customers  were  to  withdraw  substantial  amounts  of
deposits, the Bank could face a shortage of liquid assets.  Management currently
intends to maintain additional levels of cash on hand to meet potential demands,
and expects to be able to meet such cash demands satisfactorily.

The Bank does not anticipate  material failures of its embedded  systems,  since
virtually none of these systems rely on date-based control systems.

Contingency  Plans.  The  Bank has  developed  contingency  plans  to deal  with
potential  business  interruptions  caused by Y2K non-compliance of its vendors,
customers  or internal  systems.  These plans  address a wide range of potential
problems.  The Bank's plan is complete,  but portions of the plan still  require
testing and  validation.  Likewise,  there may be future  changes to the plan as
further developments occur.

Although  the Bank has taken  many steps to ensure  that Y2K will not  adversely
impact  its  results  of  operations  or  financial  condition,  there can be no
assurance that it will not have such an effect. Whether the Bank will

                                      -10-

<PAGE>



experience  adverse  effects as a result of Y2K will depend on certain risks and
factors  including  risks  associated  with (i) Y2K readiness of the vendors who
supply the Bank with critical information processing,  credit delivery and other
services;  (ii) Y2K  readiness  of the Bank's key  commercial  customers;  (iii)
unanticipated  expenses  associated  with ongoing  assessment or  remediation of
potential internal Y2K problems which could affect the Bank's  operations;  (iv)
the potential  inadequacy or failure of the testing  procedures used by the Bank
in performing its internal Y2K assessments; (v) the inaccuracy of Y2K compliance
certification  received by the Bank from certain outside vendors regarding those
vendors' systems which are used by the Bank; and (vi) the failure of the Bank to
design  adequate  contingency  plans in the event of internal  or  external  Y2K
non-compliance.

Special Note Regarding Forward-Looking Statements

Certain  matters   discussed  in  this  Quarterly  Report  on  Form  10-QSB  are
"forward-looking  statements"  intended  to qualify  for the safe  harbors  from
liability  established by the Private Securities  Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the  statement  will  include  words such as the Company  "believes,"
"anticipates,"   "expects,"  or  other  words  of  similar  import.   Similarly,
statements  that  describe the Company's  future plans,  objectives or goals are
also forward-looking  statements. Such forward-looking statements are subject to
certain  risks and  uncertainties  which  could cause  actual  results to differ
materially from those contemplated in the forward-looking statements. Such risks
include, among others: interest rate trends, the general economic climate in the
Company's market area, loan delinquency rates, risks associated with the turning
of the Year  2000,  and  legislative  enactments  or  regulatory  changes  which
adversely  affect the  business  of the Company  and/or the Bank.  Shareholders,
potential  investors  and other  readers are urged to consider  these factors in
evaluating  the  forward-looking   statements.  The  forward-looking  statements
included herein are only made as of the date of this Form 10-QSB and the Company
undertakes no obligation to publicly update such  forward-looking  statements to
reflect subsequent events or circumstances.


                                      -11-

<PAGE>




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


       At the Company's  annual meeting of shareholders  held on April 27, 1999,
the following  individuals were elected to the Board of Directors to hold office
until the 2002 annual  meeting of  shareholders  and until their  successors are
duly elected and qualified:

      Directors               Shares Voted For      Authority to Vote Withheld
      Charles N. Ackley           847,144                  13,902
      Bernard E. Adee             848,246                  12,800
      William R. Hayes            848,246                  12,800
      John E. Horning             848,246                  12,800

       The following  table sets forth the other  directors of the Company whose
terms of office continued after the 1999 annual meeting:



Name of Director                   Year in Which Term Expires
Gregory J. Hoesly                            2000
Christine V. Lake                            2000
Richard A. Streff                            2000
William J. Tetzlaff                          2000
William F. Krause, Jr.                       2001
Paul E. Menzel                               2001
Charles G. Niebler                           2001
James E. Renner                              2001


Item 6.  Exhibits and Reports on Form 8-K

         a.       Exhibits


         27       Financial Data Schedule
                    (EDGAR version only)


         b.       Reports on Form 8-K

                  The Company  did not file a Current  Report on Form 8-K during
                  the quarter ended June 30, 1999.

                                      -12-

<PAGE>



                                   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.

                                     RIDGESTONE FINANCIAL SERVICES, INC.


Date:   August 13, 1999              /s/ Paul E. Menzel
      -------------------            ------------------------------------------
                                     Paul E. Menzel
                                     President


Date:   August 13, 1999              /s/ William R. Hayes
      -------------------            ------------------------------------------
                                     William R. Hayes
                                     Vice President and Treasurer


                                      -13-

<PAGE>


                                  EXHIBIT INDEX

Exhibit Number

         a.       Exhibits


27       Financial Data Schedule
         (EDGAR version only)


                                      -14-