##### Table of Contents

---



US SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-KSB



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2002

OR





| ̈ |  | 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:
33-302132



---



TRI-STATE 1ST BANC, INC.

(Name of small business issuer in its charter)



|Ohio                                     |  | 34-1824708            
|---------------------------------------- |  | ----------------------
|(State or other jurisdiction of          |  | (IRS Employer         
|incorporation or organization)           |  | Identification Number)
|                                         |  |                       
|P.O. Box 796                             |  |                       
|East Liverpool, Ohio                     |  | 43920                 
|(Address of principal executive offices) |  | (Zip Code)            



Registrants telephone number, including area code: (330)385-9200



---



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



None



Securities registered under Section 12(g) of the Exchange
Act:



None



---



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 ̈



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in
this form, and no disclosure will be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB ̈.



Issuers revenues for its most recent fiscal year: $5.7 million.



The aggregate market value of the voting stock held by non-affiliates computed by reference to the averaged
bid and ask price on March 5, 2003, was $11,699,643 (623,981 shares at $18.75 per share).



As of March 5, 2003, there were 913,883 shares outstanding of the registrants Common Stock.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the annual shareholders report for the year ended December 31, 2002 are incorporated by reference into Parts I and II, and
portions of the Proxy Statement for the annual shareholders meeting to be held on April 16, 2003 are incorporated by reference into Part III.



Transitional Small Business disclosure format (check one)  Yes ̈No  x



---



Page 1



---

##### Table of Contents



Tri-State 1st Banc, Inc.

Form 10-KSB

Table of Contents



|           |  |          |  |                                                                                      |  | Page Number
|---------- |  | -------- |  | ------------------------------------------------------------------------------------ |  | -----------
|          
|Part I     |  |          |  |                                                                                     
|          
|           |  | Item 1.  |  | Description of Business                                                              |  | 3-11       
|          
|           |  | Item 2.  |  | Description of Properties                                                            |  | 11         
|          
|           |  | Item 3.  |  | Legal Proceedings                                                                    |  | 12         
|          
|           |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                  |  | 12         
|          
|Part II    |  |          |  |                                                                                     
|          
|           |  | Item 5.  |  | Market for Common Equity and Related Stockholder Matters                             |  | 12         
|          
|           |  | Item 6.  |  | Managements Discussion and Analysis                                                 |  | 12         
|          
|           |  | Item 7.  |  | Financial Statements                                                                 |  | 12         
|          
|           |  | Item 8.  |  | Changes in and disagreements with Accountants on Accounting and Financial Disclosure |  | 12         
|          
|Part III   |  |          |  |                                                                                     
|          
|           |  | Item 9.  |  | Directors, Executive Officers, Promoters and Control Persons                         |  | 12         
|          
|           |  | Item 10. |  | Executive Compensation                                                               |  | 12         
|          
|           |  | Item 11. |  | Security Ownership of Certain Beneficial Owners and Management                       |  | 12         
|          
|           |  | Item 12. |  | Certain Relationships and Related Transactions                                       |  | 12         
|          
|           |  | Item 13. |  | Exhibits and Reports on Form 8-K                                                     |  | 13         
|          
|           |  | Item 14. |  | Controls and Procedures                                                              |  | 14-16      
|          
|Signatures |  | 17      



Page 2



---

##### Table of Contents



PART I



Item 1.
Description of Business



General



Certain information required by this section is presented on
pages 16 and 35 of the 2002 Annual Report and is incorporated herein by reference.



As of December 31, 2002, the company had 54 full-time employees and 12 part-time employees. The company considers its relationship with its employees to be good. None of the employees are covered by a collective bargaining
agreement.



Supervision and Regulation



The company is subject to regulation under the Bank Holding Company Act of
1956 as amended, and as such is subject to regulation by the Federal Reserve Board (FRB). Bank holding companys are required to file with the FRB certain reports and other information regarding their business operations and those of its
subsidiaries. A bank holding company and its subsidiaries are also subject to examination by the FRB.



On November 12, 1999 the Financial Services Modernization Act became law substantially changing the Bank Holding company Act of 1956. The act permits subsidiaries of banks to engage in a broad range of
financial activities that were not previously permitted. The law authorizes a bank holding company to affiliate with any financial company (for example, insurance or securities companies) and to cross-sell an affiliates products, thus allowing
such a company to offer its customers any financial product or service. In addition, the law greatly expands the number of permissible holding company activities to include numerous financial activities that were not previously permitted. The law
also permits operating subsidiaries of national banks to sell any financial product without geographic limitation.



Under the Riegle  Neal Interstate Banking and Branching Efficiency Act of 1994 (the Interstate Banking Law), various federal banking
laws were amended to provide for nationwide interstate banking, interstate bank mergers and interstate branching. The Interstate Banking Law allows the acquisition by a bank holding company of a bank located in another state. Interstate bank mergers
and branch purchase and assumption transactions are allowed however, states may opt out of the merger and purchase and assumption provisions by enacting laws that specifically prohibit such interstate transactions.



Deposits maintained with the Bank are insured up to regulatory limits by the
FDIC, and accordingly, are subject to deposit insurance assessments to maintain the Bank Insurance Fund (BIF) administered by the FDIC. The Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) was
enacted on August 9, 1989. FIRREA significantly affected the financial industry in several ways, including higher deposit insurance premiums, more stringent capital requirements and new investment limitations and restrictions. The Federal Deposit
Insurance Corporation Act of 1991 (The FDIC Improvement Act) covers a wide expanse of Banking regulatory issues including the capitalization of the BIF, deposit insurance reform, requiring the FDIC to establish a risk  based
premium assessment system and a number of other regulatory and supervisory matters.



The monetary policies of regulatory authorities, including the Federal Reserve Board, have a significant effect on the operating results of banks and bank holding companies. The nature of future monetary policies and the
effect of such policies on the future business and earnings of the company cannot be predicted.



Management is not aware of any current recommendations by regulatory authorities which, if they were to be implemented, would have a material effect on liquidity, capital resources or operations of the
company.



Page 3



---

##### Table of Contents



Competition and Market
area



Business is conducted through seven full-service
banking offices located in the Upper Ohio Valley area which constitutes the tri-state region of Columbiana County, Ohio, Hancock County, West Virginia and Beaver County, Pennsylvania. The Upper Ohio Valley has long been an important industrial
community of the United States. The company is not dependent upon any single industry or business for its banking opportunities.



The company functions in a highly competitive environment. In addition to other commercial banks, savings and loans, and savings banks, the company must
also contend with other providers of financial services including finance companies, credit unions and insurance companies. Despite having access to less resources and smaller lending limits, the bank remains competitive in its service area with
respect to interest rates and fees charged on loans, interest rates paid on time and savings deposits, and service charges on deposit accounts. The deposit base of the bank is relatively stable whereby seasonal fluctuations in the amount of deposits
have not been experienced. All of the banks deposits emanate from inside the United States.



Statistical Disclosures by Bank Holding Companies



I. Distribution of Assets, Liabilities and Shareholders Equity; Interest Rates and Interest Differential



Rate/Volume Analysis



The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the companys interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by
prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) the changes attributable to the combined impact of volume and rate. The change in interest rate due to both rate and volume in the
rate/volume analysis table have been allocated to changes due to rate and volume in proportion to the absolute amounts of changes in each.



|                                                                  |  | For the Year Ended December 31, |        
|----------------------------------------------------------------- |  | ------------------------------- | -------
|                                                                  |  | 2002 vs 2001                    |        
|                                                                  |  | Increase (Decrease) Due to      |        
|                                                                  |  | Volume                          |        
|Interest-earning assets:                                          |  |                                 |        
|Interest-bearing deposits with other banks and federal funds sold |  | $                               | (38,047
|Taxable investment securities                                     |  |                                 | 32,365 
|Nontaxable investment securities (1)                              |  |                                 | 6,850  
|Loans (1)                                                         |  |                                 | 413,210
|                                                                  |  |                                 |        
|Total interest-earning assets                                     |  |                                 | 414,378
|                                                                  |  |                                 |        
|Interest-bearing liabilities:                                     |  |                                 |        
|Interest-bearing demand                                           |  |                                 | (22,521
|Money market accounts                                             |  |                                 | (8,400 
|Savings deposits                                                  |  |                                 | 19,110 
|Time deposits                                                     |  |                                 | 117,885
|Short-term borrowings                                             |  |                                 | 4,821  
|                                                                  |  |                                 |        
|Total interest-bearing liabilities                                |  |                                 | 110,895
|                                                                  |  |                                 |        
|Net change in net interest income                                 |  | $                               | 303,483
|                                                                  |  |                                 |        



(1) Computed on a tax
equivalent basis using a 34% federal income tax rate.



Page 4



---

##### Table of Contents



Rate/Volume Analysis
(continued)



|                                                                  |  | For the Year Ended December 31, |        
|----------------------------------------------------------------- |  | ------------------------------- | -------
|                                                                  |  | 2001 vs 2000                    |        
|                                                                  |  | Increase (Decrease) Due to      |        
|                                                                  |  | Volume                          |        
|Interest-earning assets:                                          |  |                                 |        
|Interest-bearing deposits with other banks and federal funds sold |  | $                               | 95,464 
|Taxable investment securities                                     |  |                                 | (14,806
|Nontaxable investment securities (1)                              |  |                                 | (98,524
|Loans (1)                                                         |  |                                 | 207,348
|                                                                  |  |                                 |        
|Total interest-earning assets                                     |  |                                 | 189,482
|                                                                  |  |                                 |        
|Interest-bearing liabilities:                                     |  |                                 |        
|Interest-bearing demand                                           |  |                                 | 43,072 
|Money market accounts                                             |  |                                 | (4,776 
|Savings deposits                                                  |  |                                 | (6,054 
|Time deposits                                                     |  |                                 | 175,688
|Short-term borrowings                                             |  |                                 | 28,727 
|                                                                  |  |                                 |        
|Total interest-bearing liabilities                                |  |                                 | 236,657
|                                                                  |  |                                 |        
|Net change in net interest income                                 |  | $                               | (47,175
|                                                                  |  |                                 |        



(1) Computed on a tax
equivalent basis using a 34% federal income tax rate.



Additional
information required by this section is presented on page 10 of the 2002 Annual Report and is incorporated herein by reference.



II. Investment Portfolio



A. Book Value of Investment Portfolio



The required information is presented under Part II, Item 8.  Financial Statements



B. Maturity and Yield Information



The following table sets forth the maturity of investments at December 31, 2002 and the weighted average yields of such
investments. The yields reflected are calculated based on the basis of the cost and effective yields for the scheduled maturity of each investment.



|                                                 |  | Within 1 Year |           | 1 Year Through 5 Years |   | 5 Years Through 10 Years |  | Over 10 Years |           | Total
|------------------------------------------------ |  | ------------- | --------- | ---------------------- | - | ------------------------ |  | ------------- | --------- | -----
|U.S. Government agency securities                |  | $             | 750,000   |                        | $ | 7,995,123                |  | $             | 815,000   |      
|Obligations of states and political subdivisions |  |               | 885,664   |                        |   | 3,751,337                |  |               | 4,242,734 |      
|Mortgage-backed securities                       |  |               |          |                        |   | 178,837                  |  |               | 1,814,605 |      
|                                                 |  |               |           |                        |   |                          |  |               |           |      
|                                                 |  | $             | 1,635,664 |                        | $ | 11,925,297               |  | $             | 6,872,339 |      
|                                                 |  |               |           |                        |   |                          |  |               |           |      



Page 5



---

##### Table of Contents



B. Maturity and Yield
Information (continued)



|                                                 |  | Within 1 Year |   |  | 1 Year Through 5 Years |   |  | 5 Years Through 10 Years |   |  | Over 10 Years |   |  | Total |  
|------------------------------------------------ |  | ------------- | - |  | ---------------------- | - |  | ------------------------ | - |  | ------------- | - |  | ----- | -
|U.S. Government agency securities                |  | 5.62          | % |  | 5.19                   | % |  | 5.49                     | % |  |              | % |  | 5.25  | %
|Obligations of states and political subdivisions |  | 8.86          |   |  | 7.56                   |   |  | 7.53                     |   |  | 6.29          |   |  | 7.60  |  
|Mortgage-backed securities                       |  |              |   |  | 7.00                   |   |  | 5.77                     |   |  | 5.89          |   |  | 5.87  |  
|                                                 |  |               |   |  |                        |   |  |                          |   |  |               |   |  |       |  
|                                                 |  | 7.38          | % |  | 5.96                   | % |  | 6.61                     | % |  | 5.99          | % |  | 6.26  | %
|                                                 |  |               |   |  |                        |   |  |                          |   |  |               |   |  |       |  



Weighted average yields
are computed on a tax equivalent basis using a federal tax rate of 34% based on cost, adjusted for amortization of premium or accretion of discount.



C. Aggregate Book Value of Securities Exceeding 10% of Stockholders Equity



Excluding those holdings of the investment portfolio in U.S. Government agency securities of the U.S. Government, there are
no investments of any one issuer which exceeds 10% of the companys shareholders equity at December 31, 2002.



III. Loan Portfolio



A. Types of Loans



The following table sets forth the composition of the loan portfolio by type of loan at the dates indicated.



|                                         |  | At December 31, |           
|---------------------------------------- |  | --------------- | ----------
|                                         |  | 2002            |           
|                                         |  | Amount          |           
|Real Estate Loans:                       |  |                 |           
|Construction                             |  | $               | 354,813   
|1  4 Family                             |  |                 | 19,236,822
|Commercial                               |  |                 | 4,073,735 
|Commercial Loans                         |  |                 | 16,234,944
|Consumer Loans                           |  |                 | 5,468,219 
|                                         |  |                 |           
|Total                                    |  |                 | 45,368,533
|                                         |  |                 |           
|Deferred loan origination fees and costs |  |                 | 27,409    
|Allowance for possible loan losses       |  |                 | (514,276  
|                                         |  |                 |           
|Net loans                                |  | $               | 44,881,666
|                                         |  |                 |           



The Banks lending
policy requires the application and satisfaction of certain underwriting standards prior to funding any loan, among which are documentation requirements to include credit and collateral value analysis. Credit qualifications entails evaluation of
business cash flows or consumer income available to service debt payments. Secondary sources of repayment, including collateral and guarantees may be requested as well. Lending opportunities typically are restricted to the market areas the
Banks branches serve.



Page 6



---

##### Table of Contents



The banks lending
strategy has historically focused on the origination of a mixture in its portfolio of commercial loans, one-to-four family mortgage loans and, to a lesser extent, working capital loans in the form of credit lines and term notes, personal loans, and
home equity loans. Commercial real estate loans are granted for the acquisition or improvement of real property. Generally, commercial real estate loans do not exceed 70% of the appraised value of the property pledged to secure the transaction. With
repayment typically contingent upon successful operation of the subject real estate, this is carefully scrutinized prior to approval.



Real estate construction loans are granted for the purpose of construction improvements to real property, both commercial and residential. Real estate
loans secured by one-to-four family residential housing properties are granted subject to statutory limits regarding the maximum percentage of appraised value of the mortgaged property. Residential loan terms are normally established based upon
factors such as interest rates in general, the supply of money available to the bank and the demand for such loans.



Consumer loans represent the extension of financing to customers for personal expenditures or household purposes. Creditworthiness is evaluated on the
basis of projected repayment capacity as well as credit history. Such loans are granted in the form of installment or revolving transactions.



B. Maturities and Sensitivities of Loans to Changes in Interest Rates



The following table exhibits the maturity of commercial and real estate construction loans outstanding as of December 31,
2002, and the amounts due after one year classified according to the sensitivity to changes in interest rates.



|                                        |  | Maturing      |           |                            
|--------------------------------------- |  | ------------- | --------- | ---------------------------
|                                        |  | Within 1 Year |           | One Year Through Five Years
|Commercial and agricultural             |  | $             | 6,386,251 |                            
|Real estateconstruction                |  |               | 354,813   |                            
|                                        |  |               |           |                            
|Total                                   |  | $             | 6,741,064 |                            
|                                        |  |               |           |                            
|Sensitivity of loans to interest rates: |  |               |           |                            
|Predetermined interest rates            |  |               |           |                            
|Floating interest rates                 |  |               |           |                            
|                                        |  |               |           |                            
|Total                                   |  |               |           |                            
|                                        |  |               |           |                            







Page 7



---

##### Table of Contents



C. Risk Elements



Certain information
required by this section is presented on pages 8, 24 and 35 through 39 of the 2002 Annual Report and is incorporated herein by reference.



The following table sets forth information regarding non-performing assets:



|                                                                   |  | At December 31, |        
|------------------------------------------------------------------ |  | --------------- | -------
|                                                                   |  | 2002            |        
|Loans past due 90 days or more and still accruing interest         |  | $               | 133,119
|Nonaccrual loans                                                   |  |                 | 98,149 
|Impaired loans                                                     |  |                 |       
|                                                                   |  |                 |        
|Total non-performing loans                                         |  |                 | 231,268
|Other real estate owned                                            |  |                 |       
|                                                                   |  |                 |        
|Total non-performing assets                                        |  | $               | 231,268
|                                                                   |  |                 |        
|Non-performing loans as a percentage of total loans                |  |                 | 0.51   
|Non-performing assets as a percentage of total assets              |  |                 | 0.30   
|Allowance for loan losses as a percentage of non-performing assets |  |                 | 222.5  



Non-performing assets
include non-performing loans and other real estate owned. The banks non-performing assets do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity or
capital resources. Impaired loans are commercial and commercial real estate loans for which it is probable that the bank will not be able to collect all amounts due according to the contractual terms of the loan agreement.



Although the Bank has a diversified loan portfolio, a substantial portion of
its debtors ability to honor their agreements is dependent upon the economic stability of the tri-state area. At December 31, 2002, the company did not have any concentrations of loans to borrowers engaged in similar activities exceeding 10%
of total loans.



While it is impossible to predict what 2003 loan
losses will be, there are no potential problem loans outstanding at the end of any period presented for which there was serious doubt as to the ability of the borrower to comply with present loan repayment terms except as discussed above.



Page 8



---

##### Table of Contents



IV. Summary of Loan Loss Experience



A. Analysis of Loan Loss Experience



The following table sets forth information with respect to the banks allowance for loan losses at the dates indicated:



|                                              |  | At December 31, |        
|--------------------------------------------- |  | --------------- | -------
|                                              |  | 2002            |        
|Balance, January 1                            |  | $               | 443,350
|Charge-offs:                                  |  |                 |        
|Commercial and agricultural                   |  |                 | 45,834 
|Real estate mortgages                         |  |                 | 2,059  
|Consumer                                      |  |                 | 38,265 
|                                              |  |                 |        
|Total charge-offs                             |  |                 | 86,158 
|                                              |  |                 |        
|Loan recoveries:                              |  |                 |        
|Commercial and agricultural                   |  |                 | 19,887 
|Real estate mortgages                         |  |                 |       
|Consumer                                      |  |                 | 29,197 
|                                              |  |                 |        
|Total loan recoveries                         |  |                 | 49,084 
|                                              |  |                 |        
|Net charge-offs                               |  |                 | 37,074 
|                                              |  |                 |        
|Provision charged to operations               |  |                 | 108,000
|                                              |  |                 |        
|Balance, December 31                          |  | $               | 514,276
|                                              |  |                 |        
|Net charge-offs as a percent of average loans |  |                 | 0.09   



The bank believes that
the allowance for loan losses at December 31, 2002 is adequate to cover probable losses inherent in the portfolio. However, there can be no assurance that the bank will not sustain additional losses in future periods, which could be substantial in
relation to the size of the allowance at December 31, 2002.



The
bank monitors its loan portfolio on a monthly basis, taking into consideration the status of potential problem loans and non-performing assets, as well as trends in delinquencies. Managements determination of of the adequacy of the allowance
for loan losses is based on periodic evaluations of the credit portfolio and other relevant factors. In addition to the estimate of the amounts and timing of expected future cash flows on impaired loans, other components of the allowance for loan
losses include estimates for loan losses associated within the commercial, consumer and real estate mortgage portfolios, general amounts for historical loss experience, uncertainties in estimating losses, and inherent risks in the various credit
portfolios.



Page 9



---

##### Table of Contents



B. Allocation of the Allowance for Possible Loan Losses



The following table provides a breakdown of the allowance for loan losses for the periods indicated:



|                   |  | At December 31, |        
|------------------ |  | --------------- | -------
|                   |  | 2002            |        
|                   |  | Amount          |        
|Real Estate Loans: |  |                 |        
|Construction       |  | $               | 10,280 
|1  4 Family       |  |                 | 81,820 
|Commercial         |  |                 | 111,444
|Commercial Loans   |  |                 | 115,604
|Consumer Loans     |  |                 | 122,052
|                   |  |                 |        
|Unallocated        |  |                 | 73,076 
|                   |  |                 |        
|Total              |  | $               | 514,276
|                   |  |                 |        



The allocation of the
allowance for possible loan losses is predicated upon periodic review and evaluation of individual loans, past loss experience, risk elements associated with particular loan categories, and the impact of the economic environment. The allowance for
loan losses is available to absorb credit losses arising from individual or portfolio segments. When losses on specific loans are identified, the portion deemed uncollectable is charged off.



V. Deposits



A. Average Deposits and Rates Paid by
Type



The following tables summarize the daily average amount
of deposits and rates paid on such deposits for the periods indicated.



|                           |  | Year Ended December 31, |           
|-------------------------- |  | ----------------------- | ----------
|                           |  | 2002                    |           
|Amount                     |  |                         |           
|Noninterest-bearing demand |  | $                       | 9,794,127 
|Interest-bearing demand    |  |                         | 14,554,272
|Savings                    |  |                         | 11,496,766
|Money market               |  |                         | 3,593,368 
|Time                       |  |                         | 23,663,866
|                           |  |                         |           
|Total                      |  | $                       | 63,102,399
|                           |  |                         |           
|Rate                       |  |                         |           
|Noninterest-bearing demand |  |                         |          
|Interest-bearing demand    |  |                         | 0.75      
|Savings deposits           |  |                         | 1.10      
|Money market               |  |                         | 1.50      
|Time deposits              |  |                         | 3.30      



Remaining maturity of
time certificates of deposit in denominations of $100,000 or more.



The required information is incorporated by reference to page 25 of the 2002 Annual Report.



Page 10



---

##### Table of Contents



VI. Return on Equity



The required
information is incorporated by reference to page 8 of the 2002 Annual Report.



VII. Short-Term Borrowings



The required information is presented under Part II, Item 8.  Financial Statements.



Item 2.
Description of Properties



The
following are the principal locations of operations of the company and bank:



|Description                                                                                           |  | Own or Rent |  | Term of Lease         
|----------------------------------------------------------------------------------------------------- |  | ----------- |  | ----------------------
|Executive offices of thecompany and bank andmain branch16924 St. Clair AvenueEast Liverpool, OH
43920 |  | Own         |  | N/A                   
|                                                                                                     
|Branch officeJefferson & Lincoln WayLisbon, OH 44432                                                  |  | Own         |  | N/A                   
|                                                                                                     
|Branch office15703 St Rt. 170Calcutta, OH 43920                                                       |  | Rent        |  | Lease expiration: 2006
|                                                                                                     
|Branch officeWal-Mart StoreCalcutta, OH 43920                                                         |  | Rent        |  | Lease expiration: 2005
|                                                                                                     
|Branch office1200 North Chestnut StreetNew Cumberland, WV 26047                                       |  | Own         |  | N/A                   
|                                                                                                     
|Branch office627 Midland AvenueMidland, PA 15059                                                      |  | Own         |  | N/A                   
|                                                                                                     
|Branch officeBradshaw SquareEast Liverpool, Ohio                                                      |  | Rent        |  | Lease expiration: 2010



Management asserts that
for insurance purposes all facilities and equipment are subject to periodic appraisal and all properties are adequately insured.



Page 11



---

##### Table of Contents



Item 3.
Legal Proceedings



There are no pending
legal proceedings, other than ordinary routine litigation incidental to banking, to which the company or the bank is a party or of which any of the companys or banks property is subject.



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



No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2002.



PART II



Item 5.
Market for Common Equity and Related Stockholder Matters



The required information is incorporated by reference to page 9 of the 2002 Annual Report.



Item 6.
Managements Discussion and Analysis



The required information is incorporated by reference to pages 35 through 39 of the 2002 Annual Report.



Item 7.
Financial Statements.



The required
information is incorporated by reference to pages 11 through 34 of the 2002 Annual Report.



Item 8.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure



None.



PART III



Item 9.
Directors, Executive Officers, Promoters and Control Persons, Compliance With Section 16(a) of the Exchange Act.



The required information is incorporated by reference to pages 4 through 5 of the 2003 Proxy Statement.



Item 10.
Executive Compensation



The required
information is incorporated by reference to page 6 of the 2003 Proxy Statement.



Item 11.
Security Ownership of Certain Beneficial Owners and Management.



The required information is incorporated by reference to pages 7 through 9 of the 2003 Proxy Statement.



Item 12.
Certain Relationships and Related Transactions.



The required information is incorporated by reference to page 10 of the 2003 Proxy Statement.



Page 12



---

##### Table of Contents



Item 13.
Exhibits and Reports on Form 8-K.



The
following documents are filed as part of this report, except as may be indicated:



(1) Financial Statements:



The following
Consolidated Financial Statements of Tri-State 1st Banc, Inc. together with the Report of Independent Auditors dated February 5, 2003, are included in the 2002 Annual Report of the registrant which is referenced in Part II, Item 7  Financial
Statements and are incorporated herein:



|                                                                                              |  | Page Reference
|--------------------------------------------------------------------------------------------- |  | --------------
|Report of Independent Auditors                                                                |  | 11            
|Consolidated Balance Sheet, December 31, 2002 and 2001                                        |  | 12            
|Consolidated Statement of Income for the years ended December 31, 2002 and
2001               |  | 13            
|Consolidated Statement of Stockholders Equity for the years ended December 31,
2002 and 2001 |  | 14            
|Consolidated Statement of Cash Flows for the years ended December 31, 2002 and
2001           |  | 15            
|Notes to Consolidated Financial Statements                                                    |  | 16-34         



(2) Exhibits and reports
of Form 8-K:



(a) Exhibits filed herewith or incorporated by
reference are set forth in the following table prepared in accordance with item 601 of       Regulation S-B.



|      
|------
|(3.1) 
|      
|(3.2) 
|      
|(10.1)
|      
|(13)  
|      
|(21)  
|      
|(99.0)



(b) Reports on Form 8-K



None



Page 13



---

##### Table of Contents



Item 14. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Based on their evaluation as of a date within 90 days of the filing date of this annual report on Form 10-KSB, the companys principal executive officer and principal financial officer have concluded that the companys
disclosure controls and procedures (as defined in Rules 13a-14c under the Securities and Exchange Act of 1934, the Exchange Act) are effective to ensure that information required to be disclosed by the company 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 Commissions rules and forms.



Changes in Internal Controls



There were no significant changes in the companys internal controls or other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



14



---

##### Table of Contents



Section 302
Certification



I, Charles B. Lang, President and Chief
Executive Officer of Tri-State 1stBanc, Inc. certify that:



1.    I have reviewed this annual report on Form 10-KSB of
Tri-State 1stBanc, Inc.;



2.    Based on my knowledge, this annual 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 annual report;



3.    Based on my knowledge, the financial statements, and other financial information included in this
annual 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 annual report;



4.    The registrants other certifying officers and
I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 annual 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 annual report (the Evaluation Date); and



(c)    presented in this annual 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 annual report whether 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:

|March 5, 2003 | /s/ Charles B. Lang
|------------- | -------------------

Charles B. Lang

President and Chief Executive Officer



15



---

##### Table of Contents





Section 302 Certification



I, Kevin Anglemyer, Chief Financial Officer of Tri-State 1stBanc, Inc. certify that:



1.    I have reviewed this annual report on Form 10-KSB of
Tri-State 1stBanc, Inc.;



2.    Based on my knowledge, this annual 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 annual report;



3.    Based on my knowledge, the financial statements, and other financial information included in this
annual 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 annual report;



4.    The registrants other certifying officers and
I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 annual 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 annual report (the Evaluation Date); and



(c)    presented in this annual 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 company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 annual report whether 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:

|March 5, 2003 | /s/ Kevin Anglemyer
|------------- | -------------------

Kevin Anglemyer

Chief Financial Officer



16



---

##### Table of Contents



SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |  |  |  |     |  | Tri-State 1st Banc, Inc.
|------------------- |  |  |  | --- |  | ------------------------
|                   
|Date: March 5, 2003 |  |  |  | By: |  | /s/ Charles B. Lang     
|                    |  |  |  |     |  |                         
|                    |  |  |  |    
|                   
|Date: March 5, 2003 |  |  |  | By: |  | /s/ Kevin Anglemyer     
|                    |  |  |  |     |  |                         



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the persons on behalf of the registrant and in the capacities and on the dates indicated.



|Name                                           |  | Title                                                           |  | Date         
|---------------------------------------------- |  | --------------------------------------------------------------- |  | -------------
|                                              
|/s/ Charles B. LangCharles B. Lang             |  | President(Principal Executive Officer)                          |  | March 5, 2003
|                                              
|/s/ Keith R. ClutterKeith R. Clutter           |  | Secretary                                                       |  | March 5, 2003
|                                              
|/s/ Kevin AnglemyerKevin Anglemyer             |  | Chief Financial Officer(Principal Financial/Accounting Officer) |  | March 5, 2003
|                                              
|/s/ J. Robert BergJ. Robert Berg               |  | Director                                                        |  | March 5, 2003
|                                              
|/s/ William E. BlairWilliam E. Blair           |  | Director                                                        |  | March 5, 2003
|                                              
|/s/ Stephen W. CooperStephen W. Cooper         |  | Director                                                        |  | March 5, 2003
|                                              
|/s/ Timothy G. DickeyTimothy G. Dickey         |  | Director                                                        |  | March 5, 2003
|                                              
|/s/ Marvin H. FeldmanMarvin H. Feldman         |  | Director                                                        |  | March 5, 2003
|                                              
|/s/ John P. Scotford, Sr.John P. Scotford, Sr. |  | Director                                                        |  | March 5, 2003
|                                              
|/s/ John C. ThompsonJohn C. Thompson           |  | Director                                                        |  | March 5, 2003



Page 17