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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, 2003                           
|     |  |                                                                                                                                                           
|[  ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION REPORT FROM __________________ TO __________________

Commission file number 0-23619

Tarpon Coast Bancorp, Inc.

(Exact name of small business issuer as specified in its charter)

|                                |  |                    
|------------------------------- |  | -------------------
|Florida                         |  | 65-0772718         
|                                |  |                    
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

1490 Tamiami TrailPort Charlotte, FL 33948
(Address of principal executive offices)

941-629-8111
(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, as 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, 2003
|                             |  |                                 
|Common Stock, $.01 par value |  | 1,182,151                       

Transitional Small Business Disclosure Format: Yes [  ] No [X]





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TABLE OF CONTENTS



|                                |                                                                                               |                                            |  |  |  |  |  | 
|------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION 
|                                | Item 1. Condensed Consolidated Financial Statements                                          
|                                |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                                |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                | Item 3. Controls and Procedures                                                              
|PART II  OTHER INFORMATION    
|                                | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                     
|CERTIFICATIONS                 
|CERTIFICATIONS                 
|CERTIFICATIONS                 
|Ex-99.1 CEO Certification      
|Ex-99.2 President Certification
|Ex-99.3 CFO Certification      



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##### Table of Contents



TARPON COAST BANCORP, INC.

INDEX

|                               |                                                             |                                                                             |    |   |   | 
|------------------------------ | ----------------------------------------------------------- | --------------------------------------------------------------------------- | -- | - | - | 
|PART I  FINANCIAL INFORMATION |                                                             |                                                                             |    |  
|                               | Item 1. Condensed Consolidated Financial Statements         |                                                                             |    |   |  
|                               |                                                             | Balance Sheets as of March 31, 2003 and December 31, 2002                   |    |   | 1 | 
|                               |                                                             | Statements of Operations for the Three Months
Ended March 31, 2003 and 2002 |    |   | 2 | 
|                               |                                                             | Statements of Cash Flows for the Three Months
Ended March 31, 2003 and 2002 |    |   | 3 | 
|                               |                                                             | Notes to Financial Statements                                               |    |   | 4 | 
|                               | Item 2. Managements Discussion and Analysis                |                                                                             |    | 6 |  
|                               | Item 3. Controls and Procedures                             |                                                                             |    | 7 |  
|PART II  OTHER INFORMATION    |                                                             |                                                                             |    |  
|                               | Item 4. Submission of Matters to a Vote of Security Holders |                                                                             |    | 8 |  
|                               | Item 6. Exhibits and Reports on Form 8-K                    |                                                                             |    | 8 |  
|SIGNATURES                     |                                                             |                                                                             | 9  |  
|CERTIFICATIONS                 |                                                             |                                                                             | 10 |  
|EXHIBITS                       |                                                             |                                                                             |    |  





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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Condensed Consolidated Financial Statements




TARPON COAST BANCORP, INC. AND
SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|                                     |                                                                                                               |                                            |            |                |             |                   |            |            |            | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | -------------- | ----------- | ----------------- | ---------- | ---------- | ---------- | 
|                                     |                                                                                                               |                                            |            | March 31, 2003 |             | December 31, 2002
|                                     |                                                                                                               |                                            |            |                |             |                  
|ASSETS                               |                                                                                                               | (Unaudited)                                |            |                |             |                  
|Cash and due from banks              |                                                                                                               | $                                          | 7,530,132  |                |             | $                 | 6,203,266  |           
|Federal funds sold                   |                                                                                                               |                                            | 1,400,000  |                |             |                   | 1,850,000  |           
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           
|                                     |                                                                                                               | Total cash and cash equivalents            |            |                | 8,930,132   |                   |            |            | 8,053,266  | 
|Securities available for sale        |                                                                                                               |                                            | 15,925,780 |                |             |                   | 13,687,549 |           
|Loans                                |                                                                                                               |                                            | 77,133,508 |                |             |                   | 72,019,751 |           
|Less allowance for loan losses       |                                                                                                               |                                            | (964,510   | )              |             |                   | (915,511   | )         
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           
|Net loans                            |                                                                                                               |                                            | 76,168,998 |                |             |                   | 71,104,240 |           
|Premises and equipment, net          |                                                                                                               |                                            | 4,738,696  |                |             |                   | 4,823,847  |           
|Accrued interest & other assets      |                                                                                                               |                                            | 1,404,601  |                |             |                   | 1,094,947  |           
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           
|                                     |                                                                                                               | Total assets                               |            | $              | 107,168,207 |                   |            | $          | 98,763,849 | 
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                                               |                                            |            |                |             |                   |            |           
|Deposits:                            |                                                                                                               |                                            |            |                |             |                   |            |           
|                                     | Non-interest bearing                                                                                          |                                            | $          | 14,133,796     |             |                   | $          | 13,426,918 |           
|                                     | Interest bearing                                                                                              |                                            |            | 81,327,544     |             |                   |            | 74,997,231 |           
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           
|                                     |                                                                                                               | Total deposits                             |            |                | 95,461,340  |                   |            |            | 88,424,149 | 
|Customer Repurchase Agreements       |                                                                                                               |                                            | 2,535,903  |                |             |                   | 808,780    |           
|Accrued interest & other liabilities |                                                                                                               |                                            | 167,525    |                |             |                   | 576,345    |           
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           
|                                     |                                                                                                               | Total liabilities                          |            |                | 98,164,768  |                   |            |            | 89,809,274 | 
|Shareholders equity:                |                                                                                                               |                                            |            |                |             |                   |            |           
|                                     | Common stock, par value $.01 per share,
10,000,000 shares authorized; 1,182,151 shares
issued and outstanding |                                            |            | 11,821         |             |                   |            | 11,821     |           
|                                     | Additional paid-in capital                                                                                    |                                            |            | 10,940,915     |             |                   |            | 10,940,915 |           
|                                     | Deficit                                                                                                       |                                            |            | (1,973,987     | )           |                   |            | (2,142,209 | )         
|                                     | Unrealized gain (loss) on securities available for sale                                                       |                                            |            | 24,690         |             |                   |            | 144,048    |           
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           
|                                     |                                                                                                               | Total shareholders equity                 |            |                | 9,003,439   |                   |            |            | 8,954,575  | 
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           
|                                     |                                                                                                               | Total liabilities and shareholders equity |            | $              | 107,168,207 |                   |            | $          | 98,763,849 | 
|                                     |                                                                                                               |                                            |            |                |             |                   |            |           

See accompanying notes to financial statements.

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TARPON COAST BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|--------------------------------------------------- | ------- | --------------------------------- | --------- | ---------------------------- | --------- | ---- | --------- | --------- | --------- | 
|                                                    |         |                                   |           | Three months ended March 31,
|                                                    |         |                                   |           |                             
|                                                    |         |                                   |           | 2003                         |           | 2002
|                                                    |         |                                   |           |                              |           |     
|Interest income:                                    |         |                                   |           |                              |           |      |           |          
|                                                    |         | Interest and fees on loans        |           | $                            | 1,251,797 |      |           | $         | 1,095,135 | 
|                                                    |         | Interest on securities            |           |                              | 187,174   |      |           |           | 284,476   | 
|                                                    |         | Interest on federal funds sold    |           |                              | 7,158     |      |           |           | 33,241    | 
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Total interest income                               |         |                                   | 1,446,129 |                              |           |      | 1,412,852 |          
|Interest expense:                                   |         |                                   |           |                              |           |      |           |          
|                                                    |         | Interest on deposits              |           |                              | 420,694   |      |           |           | 542,108   | 
|                                                    |         | Interest on repurchase agreements |           |                              | 3,256     |      |           |           | 3,944     | 
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Total interest expense                              |         |                                   | 423,950   |                              |           |      | 546,052   |          
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Net interest income                                 |         |                                   | 1,022,179 |                              |           |      | 866,800   |          
|Provision for loan losses                           |         |                                   | 49,000    |                              |           |      | 69,000    |          
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Net interest income after
provision for loan losses |         |                                   | 973,179   |                              |           |      | 797,800   |          
|Non-interest income                                 |         |                                   | 438,669   |                              |           |      | 309,536   |          
|Non-interest expense:                               |         |                                   |           |                              |           |      |           |          
|                                                    |         | Salaries and benefits             |           |                              | 780,965   |      |           |           | 623,002   | 
|                                                    |         | Occupancy and equipment expense   |           |                              | 205,496   |      |           |           | 191,630   | 
|                                                    |         | Other expense                     |           |                              | 339,165   |      |           |           | 309,654   | 
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Total non-interest expense                          |         |                                   | 1,325,626 |                              |           |      | 1,124,286 |          
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Income (loss) before income taxes                   |         |                                   | 86,222    |                              |           |      | (16,950   | )        
|Income (taxes) benefit                              |         |                                   | 82,000    |                              |           |      |          |          
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Net income (loss)                                   |         |                                   | 168,222   |                              |           |      | (16,950   | )        
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Other comprehensive income (loss)                   |         |                                   | (119,358  | )                            |           |      | (209,573  | )        
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Comprehensive income (loss)                         |         | $                                 | 48,864    |                              |           | $    | (226,523  | )        
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Basic and diluted income (loss) per share           |         | $                                 | 0.14      |                              |           | $    | (0.01     | )        
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|Weighted average shares outstanding:                |         |                                   |           |                              |           |      |           |          
|                                                    | Basic   |                                   |           | 1,182,151                    |           |      |           | 1,182,151 |          
|                                                    |         |                                   |           |                              |           |      |           |           |           | 
|                                                    | Diluted |                                   |           | 1,184,704                    |           |      |           | 1,182,151 |          
|                                                    |         |                                   |           |                              |           |      |           |           |           | 

See accompanying notes to financial statements.

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TARPON COAST BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |         |  
|--------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ---------- | ---------------------------- | -------- | ---- | ---------- | ---------- | ------- | -
|                                                    |                                                                                                    |                                                               |            | Three months ended March 31,
|                                                    |                                                                                                    |                                                               |            |                             
|                                                    |                                                                                                    |                                                               |            | 2003                         |          | 2002
|                                                    |                                                                                                    |                                                               |            |                              |          |     
|Cash flows from operating activities:               |                                                                                                    |                                                               |            |                              |          |      |            |           
|                                                    | Net income (loss)                                                                                  |                                                               | $          | 168,222                      |          |      | $          | (16,950    | )      
|                                                    | Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities: |                                                               |            |                              |          |      |            |            |        
|                                                    |                                                                                                    | Depreciation                                                  |            |                              | 99,885   |      |            |            | 101,683 |  
|                                                    |                                                                                                    | Provision for loan losses                                     |            |                              | 49,000   |      |            |            | 69,000  |  
|                                                    |                                                                                                    | Income tax credit                                             |            |                              | (82,000  | )    |            |            |        |  
|                                                    |                                                                                                    | (Increase) Decrease in accrued interest
and other assets      |            |                              | (166,168 | )    |            |            | (5,338  | )
|                                                    |                                                                                                    | Increase (Decrease) in accrued interest
and other liabilities |            |                              | (408,820 | )    |            |            | 56,462  |  
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|                                                    | Total adjustments                                                                                  |                                                               |            | (508,103                     | )        |      |            | 221,807    |        
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|Net cash provided by (used in) operating activities |                                                                                                    |                                                               | (339,881   | )                            |          |      | 204,857    |           
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|Cash flows from investing activities:               |                                                                                                    |                                                               |            |                              |          |      |            |           
|                                                    | Net increase in loans                                                                              |                                                               |            | (5,113,758                   | )        |      |            | (5,722,578 | )      
|                                                    | Purchases of securities available for sale                                                         |                                                               |            | (5,838,786                   | )        |      |            | (896,064   | )      
|                                                    | Maturities of securities available for sale                                                        |                                                               |            | 3,419,711                    |          |      |            | 1,661,531  |        
|                                                    | Purchases of premises and equipment                                                                |                                                               |            | (14,734                      | )        |      |            | (8,656     | )      
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|Net cash used in investing activities               |                                                                                                    |                                                               | (7,547,567 | )                            |          |      | (4,965,767 | )         
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|Cash flows from financing activities:               |                                                                                                    |                                                               |            |                              |          |      |            |           
|                                                    | Increase in deposits                                                                               |                                                               |            | 7,037,191                    |          |      |            | 3,478,796  |        
|                                                    | Increase (Decrease) in customer repurchase agreements                                              |                                                               |            | 1,727,123                    |          |      |            | (48,040    | )      
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|Net cash provided by financing activities           |                                                                                                    |                                                               | 8,764,314  |                              |          |      | 3,430,756  |           
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|Increase (Decrease) in cash and cash equivalents    |                                                                                                    |                                                               | 876,866    |                              |          |      | (1,330,154 | )         
|Cash and cash equivalents, beginning of period      |                                                                                                    |                                                               | 8,053,266  |                              |          |      | 15,816,844 |           
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|Cash and cash equivalents, end of period            |                                                                                                    | $                                                             | 8,930,132  |                              |          | $    | 14,486,690 |           
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|Supplemental disclosure of cash flow information:   |                                                                                                    |                                                               |            |                              |          |      |            |           
|                                                    | Cash paid during the period for interest                                                           |                                                               | $          | 425,202                      |          |      | $          | 552,501    |        
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        
|                                                    | Unrealized increase (decrease) in fair value
on securities available for sale                      |                                                               | $          | (180,845                     | )        |      | $          | (317,535   | )      
|                                                    |                                                                                                    |                                                               |            |                              |          |      |            |            |        

See accompanying notes to financial statements.

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TARPON COAST BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2003

NOTE A  ORGANIZATION AND BASIS OF PRESENTATION

Organization:

Tarpon Coast Bancorp, Inc. (the Company) was incorporated under the laws
of the state of Florida on August 7, 1997. Effective June 1, 1998, the
Companys wholly owned subsidiary, Tarpon Coast National Bank (the Bank)
received federal regulatory approval to commence its banking operations.
Contemporaneously, the Company became a registered bank holding company under
the Bank Holding Company Act of 1956, as amended. Also effective June 1, 1998,
the Bank received approval from the Federal Deposit Insurance Corporation (the
FDIC) for deposit insurance. In 2000, the Company formed Tarpon Coast
Financial Services, Inc. as a wholly owned subsidiary of the Bank for the
purpose of selling insurance and investment products.

Basis of Presentation:

The accompanying unaudited consolidated financial statements include the
accounts of the Company and its subsidiaries. All inter-company accounts and
transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with U.S. 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 U.S. generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary have been made for the fair
presentation of the Companys consolidated financial position and results of
operations. Operating results for the three-month period ended March 31, 2003
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2003.

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Stock-Based Compensation:

Effective December 15, 2002, the bank adopted Statement of Financial Accounting
Standards No. 148 Accounting for Stock-Based Compensation  Transition and
Disclosure (SFAS No. 148). This statement amends FASB statement No. 123,
Accounting for Stock-Based Compensation. It provides alternative methods of
transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based employee compensation. It also amends the
disclosure provision of FASB statement No. 123 to require prominent disclosure
about the effects on reported net income of an entitys accounting policy
decisions with respect to stock-based employee compensation. Had compensation
cost for the Companys stock option plan been determined under SFAS 123, based
on the fair market value at the grant dates, the Companys proforma net income
(loss) and net income (loss) per share would have been reflected as follows:

|                                                                                                                                           |  |                    |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------- | ---- |  | - | ------- | -
|                                                                                                                                           |  | Three Months Ended
|                                                                                                                                           |  | March 31,         
|                                                                                                                                           |  |                   
|                                                                                                                                           |  | 2003               |         | 2002
|                                                                                                                                           |  |                    |         |     
|Net income (loss) as reported                                                                                                              |  | $                  | 168,222 |      |  | $ | (16,950 | )
|Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards net
of related tax effects |  | $                  | 64,852  |      |  | $ | 57,727  |  
|                                                                                                                                           |  |                    |         |      |  |   |         |  
|Proforma net income (loss)                                                                                                                 |  | $                  | 103,370 |      |  | $ | (74,677 | )
|                                                                                                                                           |  |                    |         |      |  |   |         |  
|Basic and diluted income (loss) per
share as reported                                                                                      |  | $                  | 0.14    |      |  | $ | (0.01   | )
|                                                                                                                                           |  |                    |         |      |  |   |         |  
|Basic and diluted proforma income
(loss) per share                                                                                         |  | $                  | 0.09    |      |  | $ | (0.06   | )
|                                                                                                                                           |  |                    |         |      |  |   |         |  

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

General

The following is a discussion of the Companys financial condition and results
of operations for the period ended March 31, 2003:

Financial Condition

At March 31, 2003, the Company had approximately $95.5 million in deposits and
$2.5 million in customer repurchase agreements as compared to $88.4 million and
$0.8 million, respectively, at December 31, 2002. Stockholders equity comprised
$9.0 million at March 31, 2003 and $8.9 million at December 31, 2002 reflecting
net income for the period of $168,000 net of unrealized losses in the Companys
investment portfolio of $119,000 during the quarter.

To March 31, 2003, the Company used these funds to generate $77.1 million in
loans outstanding ($72.1 million at December 31, 2002). At March 31, 2003 the
Company also had approximately $17.3 million in unfunded loan commitments
outstanding. Non-performing loans totaled $862,000 and $811,000 at March 31, 2003 and
December 31, 2002, respectively. At March 31, 2003 it held approximately $15.9
million ($13.7 million at December 31, 2002) in investment securities and
carried $4.7 million ($4.8 million at December 31, 2002) in premises and
equipment. The Companys remaining liquidity at March 31, 2003, less current
cash reserve requirements, was invested in overnight federal funds of $1.4
million ($1.8 million at December 31, 2002).

Results of Operations

For the three-month period ended March 31, 2003, the Company reported net
income of $168,222 compared to a net loss of $16,950 for the comparable period
in 2002. Interest income for the three-month periods were $1,446,129 in 2003
and $1,415,852 in 2002 or a yield on average earning assets of 6.45% and 6.66%,
respectively. Net interest income was $1,022,179 in 2003 and $866,800 in 2002
(net interest margins of 4.56% and 4.09%, respectively) after deducting
interest expense of $423,950 in 2003 and $546,052 in 2002 or an average rate
paid on interest-bearing funds of 2.14% and 2.89%, respectively. The rate
variances between the comparable three-month periods of 2003 and 2002 increased
net interest income by approximately $106,000 while corresponding volume
variances contributed another $49,000.

As the Bank has limited historical loan loss experience, the provision for loan
losses of $49,000 for the three-month period ended March 31, 2003 has been
based principally on peer industry data of comparable commercial banks,
adjusted to reflect managements assessment of the potential impacts of
current economic conditions on the credit quality of the portfolio.

Non-interest income is comprised principally of service charges on deposit
accounts, fees on residential lending secondary market activities and fees and
commissions from the sale of investment products. Non-interest income
aggregated $438,669 and $309,536 for the

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three-month periods ended March 31, 2003 and 2002, respectively. Amounts for
the three-month periods ended March 31, 2003 and 2002 include commission and
fee income from the sales of insurance and investment products aggregating
$138,000 and $111,000, respectively. Residential lending secondary market
activities generated fee income of $202,000 for the first three months of 2003
compared with $113,000 for the corresponding period in 2002. The balance of the
increase in non-interest income is generally consistent with the increase in
the volume of deposit activity.

Non-interest expenses for the comparable three-month periods were $1,325,626
and $1,124,286, comprised principally of salaries and benefits ($780,965 in
2003 and $623,002 in 2002) and occupancy costs ($205,496 in 2003 and $191,630
in 2002). At March 31, 2003, the Company had 54 employees compared to 49
employees a year earlier.

Net income for the first quarter of 2003 was also favorably impacted by the
recognition of $82,000 in deferred tax benefits reflecting the Companys
potential for the realization of net operating loss carry-forward benefits in
future periods.

The expansion in facilities and personnel is in accordance with the Companys
strategic growth and expansion initiative that is designed to fully leverage
the Companys capital position and attain critical mass. Additional incremental
expenditures associated with the Companys expansion activities may have the
effect of limiting the Companys profitability until such time as the Bank can
generate volumes of loans and deposits, and other fee generating services,
sufficient to cover these additional costs.




Item 3. Controls and Procedures



| | a. |  | Evaluation of Disclosure Controls and Procedures. The Company
maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or
submits under the Securities and Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
the rules and forms of the Securities and Exchange Commission. Based
upon their evaluation of those controls and procedures performed within
90 days of the filing date of this report, the Chief Executive Officer,
President, and Chief Financial Officer of the Company concluded that
the Companys disclosure controls and procedures were adequate.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Changes in Internal Controls. The Company made no significant
changes in its internal controls or other factors that could
significantly affect these controls subsequent to the date of the
evaluation of those controls by the Chief Executive Officer, President,
and Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                         

7



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##### Table of Contents






PART II  OTHER INFORMATION




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

None.




Item 6. Exhibits and Reports on Form 8-K

|   |  |                     |  |                                                                                                            
|-- |  | ------------------- |  | -----------------------------------------------------------------------------------------------------------
|1. |  | Exhibits           
|   |  |                     |  |                                                                                                            
|   |  | 99.1                |  | Certification pursuant to 18 U.S.C. Section 1350, as added by
section 906 of the Sarbanes-Oxley Act of 2002
|   |  |                     |  |                                                                                                            
|   |  | 99.2                |  | Certification pursuant to 18 U.S.C. Section 1350, as added by
section 906 of the Sarbanes-Oxley Act of 2002
|   |  |                     |  |                                                                                                            
|   |  | 99.3                |  | Certification pursuant to 18 U.S.C. Section 1350, as added by
section 906 of the Sarbanes-Oxley Act of 2002
|   |  |                     |  |                                                                                                            
|2. |  | Reports on Form 8-K

The Company did not file a Current Report on Form 8-K during the quarter
ended March 31, 2003.

8



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##### Table of Contents






SIGNATURES

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

|                     |  |                                                                     
|-------------------- |  | --------------------------------------------------------------------
|Date: April 28, 2003 |  | /s/ George E. Cline, IIIGeorge E. Cline, III
Chief Financial Officer
|                    
|                     |  |                                                                     
|                    
|Date: April 28, 2003 |  | /s/ Todd H. KatzTodd H. Katz
President                              
|                    
|                     |  |                                                                     
|                    
|Date: April 28, 2003 |  | /s/ Lewis S. AlbertLewis S. Albert
Chief Executive Officer          

9



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##### Table of Contents






CERTIFICATIONS

I, Lewis S. Albert, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Tarpon
Coast Bancorp, Inc.                                                                                                                                                                                                                                   
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the periods covered by this report.
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.          
|  
|4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in the 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 quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filling date of this quarterly report (the
Evaluation Date); and                                                                                                 
|
| | c. |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of the 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 the internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                            



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

|                     |  |                                                           
|-------------------- |  | ----------------------------------------------------------
|Date: April 28, 2003 |  | /s/ Lewis S. AlbertLewis S. Albert
Chief Executive Officer

10



---



##### Table of Contents






CERTIFICATIONS

I, Todd H. Katz, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Tarpon
Coast Bancorp, Inc.                                                                                                                                                                                                                                   
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the periods covered by this report.
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.          
|  
|4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in the 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 quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filling date of this quarterly report (the
Evaluation Date); and                                                                                                 
|
| | c. |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of the 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 the internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                            



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

|                     |  |                                       
|-------------------- |  | --------------------------------------
|Date: April 28, 2003 |  | /s/ Todd H. KatzTodd H. Katz
President

11



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##### Table of Contents






CERTIFICATIONS

I, George E. Cline, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Tarpon
Coast Bancorp, Inc.                                                                                                                                                                                                                                   
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the periods covered by this report.
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report.          
|  
|4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in the 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 quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filling date of this quarterly report (the
Evaluation Date); and                                                                                                 
|
| | c. |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of the 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 the internal controls; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                            



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

|                     |  |                                                           
|-------------------- |  | ----------------------------------------------------------
|Date: April 28, 2003 |  | /s/ George E. ClineGeorge E. Cline
Chief Financial Officer

12