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 MARCH 31, 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 March 31, 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
                  March 31, 1999 and December 31, 1998........................ 1

                  Consolidated Statements of Income
                  For the Three Months Ended March 31, 1999 and 1998.......... 2

                  Consolidated Statements of Cash Flows
                  For the Three Months Ended March 31, 1999 and 1998.......... 3

                  Consolidated Statements of Stockholders' Equity
                  For the Three Months Ended March 31, 1999 and 1998.......... 4

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


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


PART II - OTHER INFORMATION

         Item 6.           Exhibits and Reports on Form 8-K.................. 11


SIGNATURES                 .................................................. 12

EXHIBIT INDEX              .................................................. 13


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      March 31, 1999 and December 31, 1998


                                                     March 31,    December 31,
                                                       1999            1998
                                                    (Unaudited)
ASSETS
Cash and due from banks                            $ 2,651,399     $ 2,741,672
Federal funds sold                                  11,563,000      12,525,000
Interest-bearing deposits                                8,141           2,649 
                                                   -----------     -----------
Total cash and cash equivalents                     14,222,540      15,269,321

Investments-Held to Maturity
         (fair value Mar 1999, $1,770,228
                 and Dec 1998, $1,780,700)           1,750,009       1,750,335
Investments-Available for Sale                       2,104,377         615,284


Loans receivable                                    47,344,917      48,869,077
Less: Allowance for estimated loan losses             (540,247)       (562,747)
                                                   -----------     -----------
Net loans receivable                                46,804,670      48,306,330

Mortgage loans held for sale                            93,100         259,000
Office building and equipment, net                   1,343,185       1,376,660
Other real estate owned                              1,304,979       1,297,835
Accrued interest & other assets                      2,822,853       2,460,770 
                                                   -----------     -----------

         Total assets                              $70,445,713     $71,335,535 
                                                   ===========     ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
         Demand                                    $10,819,913     $ 8,552,053
         Savings, NOW and other time deposits       52,789,979      55,970,803 
                                                   -----------     -----------
           Total deposits                           63,609,892      64,522,856 
                                                   -----------     -----------

Accrued interest & other liabilities                   529,806         614,535 
                                                   -----------     -----------

         Total liabilities                          64,139,698      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)                         (2,101,368)     (2,196,449)
Accumulated other comprehensive income(loss)            (9,734)        (22,524)
                                                   -----------     -----------

         Total stockholders' equity                  6,306,015       6,198,144 
                                                   -----------     -----------

         Total liabilities and
           stockholders' equity                    $70,445,713     $71,335,535 
                                                   ===========     ===========

                                       -1-

<PAGE>


               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                   Three Months Ended March 31, 1999 and 1998
                                   (Unaudited)

                                                   Three Months Ended    
                                                  Mar 31,       Mar 31,
                                                   1999          1998    

Interest income:
         Interest and fees on loans             $  950,153    $  992,014
         Interest on securities                    111,251        51,013
         Interest on federal funds sold             82,407        81,913
         Interest on deposits in banks                 142         1,450 
                                                ----------     ---------
             Total interest income               1,143,953     1,126,390 
                                                ----------     ---------

Interest expense:
         Interest on deposits                      626,686       671,745 
                                                ----------     ---------

             Net interest income before
             provision for loan losses             517,267       454,645
Provision for loan losses                            7,500         5,000 
                                                ----------     ---------
             Net interest income after
             provision for loan losses             509,767       449,645 
                                                ----------     ---------

Non-interest income:
         Loan fees                                  20,174        21,173
         Service charges on deposit accts           13,134         8,688
         Miscellaneous                              44,979        12,076 
                                                ----------     ---------
             Total other operating income           78,287        41,937 
                                                ----------     ---------

Non-interest expense:
         Salaries and employee benefits            306,656       259,192
         Occupancy and equipment expense            90,840        81,738
         Loss on sale of AFS securities             15,402        31,435
         Other expense                             155,025       103,599 
                                                ----------     ---------
             Total other operating expense         567,923       475,964 
                                                ----------     ---------

Income before income taxes                          20,131        15,618

Income taxes                                       (74,950)        9,800 
                                                ----------     ---------

Net income                                      $   95,081     $   5,818 
                                                ==========     =========
Earnings per share:
         Basic                                  $     0.11     $    0.01
         Diluted                                $     0.11     $    0.01

Average shares outstanding                         876,492       834,340


                                       -2-

<PAGE>


                      RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          Three Months Ended March 31, 1999 and 1998
                                        (Unaudited)

                                                          Three Months Ended
                                                      Mar 31, 1999  Mar 31, 1998
Cash Flows From Operating Activities:
      Net income                                       $    95,081  $     5,818
         Adjustments to reconcile net income to
         net cash used in operating activities:
            Depreciation                                    35,831       38,980
            Loss on sale of investment securities           15,402       31,435
            Provision for loan losses                        7,500        5,000
               Charges to Loan Losses                      (30,000)    (125,415)
            Accretion/Amortization of securities-net           (67)        (231)
         (Increase)decrease in assets
            Interest receivable                             42,303       26,634
            Other assets                                  (404,386)     (33,599)
         Increase(decrease) in liabilities:
            Accrued interest                                68,230     (171,347)
            Other liabilities                             (152,959)     (39,123)
                                                       -----------  -----------

         Total adjustments                                (418,146)    (267,666)
                                                       -----------  -----------
  Net cash (used in) operating activities                 (323,065)    (261,848)
                                                       -----------  -----------

Cash Flows From Investing Activities:
     Proceeds from sales of available for 
       sale securities                                      55,548       67,568
     Purchase of available for sale securities          (1,796,860)     (67,250)
     Proceeds from maturities of held to 
       maturity securities                                 250,000            0
     Net proceeds(used) on other real estate                (7,144)      95,489
     Purchases of premises and equipment                    (2,356)     (12,159)
     Net decrease (increase) in loans                    1,690,060     (238,012)
                                                       -----------  -----------
  Net cash provided by (used in) investing activities      189,248     (154,364)
                                                       -----------  -----------

Cash Flows From Financing Activities:
     Net decrease in deposits                             (912,964)  (2,654,281)
                                                       -----------  -----------
  Net cash used in financing activities                   (912,964)  (2,654,281)
                                                       -----------  -----------

Net decrease in cash and cash equivalents               (1,046,781)  (3,070,493)
Cash and cash equivalents, beginning                    15,269,321   10,669,236
                                                       -----------  -----------
Cash and cash equivalents, ending                      $14,222,540  $ 7,598,743
                                                       ===========  ===========

Supplemental  disclosure  of cash flow  information
     Cash paid during the period for:
         Interest                                      $   694,916  $   698,379
                                                       ===========  ===========

         Income taxes                                  $   (74,950) $     9,800
                                                       ===========  ===========

Supplemental schedule of noncash investing activities:
Net changes in unrealized gain on securities
available for sale                                     $    12,790  $    49,181
                                                       ===========  ===========


                                       -3-

<PAGE>


               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   Three Months Ended March 31, 1999 and 1998


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

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

Comprehensive income:
   Net income                                                 5,818       5,818
   Change in unrealized gain
   on available for sale securities                          49,181      49,181
                                                                     ----------
    Total comprehensive income                                           54,999
                                   ---------- -----------  --------  ----------
Balances, March 31, 1998           $7,721,399 $(1,831,675) $ 28,575  $5,918,299
                                   ========== ===========  ========  ==========

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

Comprehensive income:
   Net income                                      95,081                95,081
   Change in unrealized gain 
   On available for sale securities                          12,790      12,790
                                                                     ----------
    Total comprehensive income                                          107,871
                                   ---------- -----------  --------  ----------

Balances, March 31, 1999           $8,417,117 $(2,101,368) $ (9,734) $6,306,015
                                   ========== ===========  ========  ==========




                                       -4-

<PAGE>

               RIDGESTONE FINANCIAL SERVICES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 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 three months ended March 31, 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 - 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 months ended March 31, 1999.

Financial Condition

Total Assets.  Total assets of the Company as of March 31, 1999 were $70,445,713
compared to $71,335,535 as of December 31, 1998, a decrease of 1%.

Cash  and Cash  Equivalents.  Cash and due from  banks,  which  represents  cash
maintained at the Bank and funds that the Bank and the Company have deposited in
other  financial  institutions,  was  $2,651,399  at March 31, 1999  compared to
$2,741,672 at December 31, 1998. The Bank reported  $11,563,000 of federal funds
sold  (which  are  inter-bank  funds  with daily  liquidity)  on March 31,  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  $1,750,009  at  March  31,  1999  compared  to
$1,750,335 at December 31, 1998. The securities available-for-sale portfolio was
$2,104,377  at March 31, 1999  compared to $615,284  at December  31,  1998,  an
increase of  $1,489,093  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
$47,344,917  as of March 31, 1999  compared to  $48,869,077  as of December  31,
1998, a decline of 3%.

At March 31, 1999, the mix of the loan portfolio  included  Commercial  loans of
$10,775,000 or 23% of total loans;  Commercial  Real Estate loans of $20,339,000
or 43% of total loans;  Residential  Real Estate loans of $12,357,000 or 26 % of
total loans; and Consumer loans of $3,874,000 or 8% of total loans.

Allowance for Loan Losses.  The allowance for estimated loan losses was $540,247
or 1.14% of gross loans on March 31, 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
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 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.


                                       -6-

<PAGE>


On March 31, 1999 the Company had $1,304,979 in Other Real Estate Owned compared
to $1,297,835 on December 31, 1998.

Deposits.  As of March 31, 1999,  total  deposits were  $63,609,892  compared to
$64,522,856 at December 31, 1998, a decrease of 1%.

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 that current liquidity levels are sufficient to
meet future demands.  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 March 31, 1999 was 74%.

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  March 31,  1999,  the Company
reported  net income of $95,081  as  compared  to a profit of $5,818 in the same
period of 1998. A tax benefit related to a tax loss  carryforward  accounted for
$74,950 of net income for the three months ended March 31, 1999.

Net Interest  Income.  Net interest income before  provision for loan losses for
the three months ended March 31, 1999 was $517,267  compared to $454,645 for the
same period in 1998, an improvement of 14%. Total interest  income for the three
months  ended March 31,  1999  increased  by $17,563 as  compared  with the same
period in 1998,  while total interest expense  decreased by $45,059.  The Bank's
net interest  margin improved from 3.26% at March 31, 1998 to 3.35% at March 31,
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.

During the three month period ended March 31, 1999, a $7,500  provision was made
to the loan loss reserve to ensure that the loan loss reserve is  maintained  at
adequate  levels.  In the first three months of 1999,  the Bank charged  $30,000
against the loan loss reserve which related to a commercial loan whose guarantor
filed personal bankruptcy.

Non-Interest  Income.  Total  other  operating  income was $78,287 for the three
months ended March 31, 1999  compared to $41,937 for the same period in 1998, an
increase of $36,350 or 87 %.


                                       -7-

<PAGE>


Non-Interest Expense. Total other operating expenses (excluding loss on the sale
of assets) were  $519,962 for the three months ended March 31, 1999  compared to
$444,529 for the same period in 1998, an increase of 17%.


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  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.


--------------------------------------------------------------------------------
Internal Mission-            Vendor-certified                                 
critical Software Category    Compliant?      Status of Testing/Replacement
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------



                                       -8-

<PAGE>


All the Bank's internal software systems are  vendor-certified  compliant except
for the  telephone  banking  system.  This  system  is in the  process  of being
upgraded to a Y2K compliant version. The hardware is in place and the conversion
is in process. This conversion is being done at no cost to the Bank.

The Bank's remaining internal systems have all been successfully  tested for Y2K
readiness,  except for the loan documentation  system.  This system is currently
being configured. 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 this system, in the first
quarter of 1999 the Bank went through a second round of testing of this software
which also passed successfully.

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 around  mid-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 Y2K 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 to third-party vendors,  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
Y2K 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.  The most  significant  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.



                                       -9-

<PAGE>


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 is currently  developing  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  contingency  plan is about 80%  complete,  and
should be 100% complete by the end of the second quarter of 1999.

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 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.



                                      -10-

<PAGE>


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 March 31, 1999


                                      -11-

<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: May 13, 1999                    /s/ Paul E. Menzel                  
      ----------------                -------------------------------------
                                      Paul E. Menzel
                                      President



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


                                      -12-

<PAGE>


                                  EXHIBIT INDEX

Exhibit Number

27       Financial Data Schedule
         (EDGAR version only)



                                      -13-