<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


          [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly
                         Period ended September 30, 2002

          [ ] 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: 333-6581

                         ST. JOSEPH CAPITAL CORPORATION
                         -------------------------------
        (Exact name of small business issuer as specified in its charter)

             DELAWARE                                 35-1977746
---------------------------------       --------------------------------------
(State or other jurisdiction            (I.R.S. Employer Identification Number)
of incorporation or organization)

                 3820 EDISON LAKES PARKWAY, MISHAWAKA, IN 46545
                    (Address of principal executive offices)

                                 (574) 273-9700
                           (Issuer's telephone number)

                                       N/A
                                       ---
(Former name, former address and former fiscal year, if changed since last
report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

     1,679,105 shares of common stock, $0.01 par value per share, were
outstanding as of November 12, 2002.

     Transitional Small Business Disclosure Format (check one): Yes     No  X
                                                                   -----  -----

                                       1


<PAGE>




                                TABLE OF CONTENTS

                                                                         PAGE
                                                                        NUMBER
                                                                        ------

                         PART I - FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

             Condensed Consolidated Balance Sheets,
                 September 30, 2002 (Unaudited), December 31,
                 2001 (Audited)                                            3

             Condensed Consolidated Statements of Income,
                 Three-months Ended September 30, 2002 and 2001
                 (Unaudited) Nine-months Ended September 30, 2002
                 and 2001 (Unaudited)                                      4

             Condensed Consolidated Statements of Changes in
                 Shareholders' Equity, Three-months Ended September 30,
                 2002 and 2001 (Unaudited) Nine-months Ended
                 September 30, 2002 and 2001 (Unaudited)                   5

             Condensed Consolidated Statements of Cash Flows,
                 Nine-months Ended September 30, 2002 and 2001
                 (Unaudited)                                               6

             Notes to Condensed Consolidated Financial Statements
                 (Unaudited)                                               7


ITEM 2.   MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS                                                    7

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                               14

ITEM 2.   CHANGES IN SECURITIES                                           14

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                 14

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             14

ITEM 5.   OTHER INFORMATION                                               14

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                14

SIGNATURES                                                                15



                                       2


<PAGE>







ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         PART I - FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                           SEPTEMBER 30,         DECEMBER 31,
ASSETS                                        2002                  2001
                                                                    ----
                                           (UNAUDITED)           (AUDITED)
                                          -------------         -------------
                                               (DOLLARS IN THOUSANDS)

     Cash and due from banks              $      23,021         $      19,532
     Interest-bearing deposits in other
      financial institutions-
      short-term                                    391                   489
     Federal funds sold                              --                    --
                                          -------------         -------------
              Total cash and cash
                equivalents                      23,412                20,021
     Securities available for sale               47,348                45,172
     Federal Home Loan Bank (FHLBI) stock         1,904                 1,629
     Loans receivable, net of allowance
      for loan losses of $2,670 at
      September 30, 2002 and $2,274 at
      December 31, 2001                         170,535               144,688
     Accrued interest receivable                  1,087                 1,038
     Premises and equipment, net                  1,281                 1,286
     Other assets                                   687                  970
                                          -------------         ------------
              Total assets                $     246,254         $     214,804
                                          =============         =============


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
     Deposits
              Noninterest-bearing demand  $      30,090         $      29,843
              Savings, NOW and money
                market                           93,878                85,243
              Certificates of deposit            49,326                38,222
                                          -------------         -------------
              Total deposits                    173,294               153,308
     Securities sold under agreements
      to repurchase                              12,512                10,509
     FHLBI advances                              38,070                30,570
     Accrued interest payable                       211                   158
     Other liabilities                              307                   244
                                          -------------         -------------
              Total liabilities                 224,394               194,789

Shareholders' equity
     Common stock, $.01 par value,
       2,500,000 shares authorized; 1,679,105
       shares issued and outstanding at
       September 30, 2002 and 1,678,112
       shares issued and outstanding at
       December 31, 2001                             17                    17
     Additional paid in capital                  18,342                18,331
     Retained earnings                            2,725                 1,526
     Accumulated other comprehensive
       income, net of tax of $523 and
       $94 at September 30, 2002
       and December 31, 2001                        776                   141
                                          -------------         -------------
     Total shareholders' equity                  21,860                20,015
                                          -------------         -------------

              Total liabilities and
                shareholders' equity      $     246,254         $     214,804
                                          =============         =============

     See accompanying notes to condensed consolidated financial statements.


                                       3


<PAGE>
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                          THREE-MONTHS      THREE-MONTHS     NINE-MONTHS      NINE-MONTHS
                                              ENDED            ENDED            ENDED            ENDED
                                          SEPT 30, 2002    SEPT 30, 2001    SEPT 30, 2002    SEPT 30, 2001
                                          -------------    -------------    -------------    -------------
                                                    (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                       <C>              <C>              <C>              <C>
Interest and dividend income
     Loans receivable, including fees     $       2,602    $       2,635    $       7,502    $       8,156
     Securities available for
       sale - taxable                               333              339            1,062              891
     Securities available for
       sale - tax exempt                             68               54              184              129
     FHLBI stock                                     29               30               79               89
     Federal funds sold                              28               64               42              220
     Other interest earning assets                   80               65               99               69
                                          -------------    -------------    -------------    -------------
              Total interest and
              dividend income                     3,140            3,187            8,968            9,554

Interest expense
     Deposits                                       835            1,170            2,229            3,738
     Federal funds purchased                         --               --               28               25
     Securities sold under agreements to
       repurchase                                    26               53               80              183
                                                                                                         -
     FHLBI advances                                 478              459            1,320            1,308
                                          -------------    -------------    -------------    -------------
              Total interest expense              1,339            1,682            3,657            5,254
                                          -------------    -------------    -------------    -------------

NET INTEREST INCOME                               1,801            1,505            5,311            4,300

Provision for loan losses                            96              152              396              358
                                          -------------    -------------    -------------    -------------

NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                       1,705            1,353            4,915            3,942

Noninterest income
     Gain on sales and calls of securities
        available for sale, net                      --               72              140              150
     Other income                                   106               93              329              246
                                          -------------    -------------    -------------    -------------
              Total noninterest income              106              165              469              396

Noninterest expense
     Salaries and employee benefits                 751              644            2,284            1,778
     Occupancy and equipment                         98              128              324             355
     Other expense                                  282              261              884              710
                                          -------------    -------------    -------------    -------------
              Total noninterest expense           1,131            1,033            3,492            2,843
                                          -------------    -------------    -------------    -------------
INCOME BEFORE INCOME TAXES                          680              485            1,892            1,495

Income tax expense                                  260              164              693              550
                                          -------------    -------------    -------------    -------------

NET INCOME                                $         420    $         321    $       1,199    $         945
                                          =============    =============    =============    =============

Basic income per common share             $         .25    $         .19    $         .71    $         .56
                                          =============    =============    =============    =============
Diluted income per common share           $         .24    $         .19    $         .70    $         .56
                                          =============    =============    =============    =============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          THREE-MONTHS     THREE-MONTHS      NINE-MONTHS      NINE-MONTHS
                                              ENDED            ENDED            ENDED            ENDED
                                          SEPT 30, 2002    SEPT 30, 2001    SEPT 30, 2002    SEPT 30, 2001
                                              TOTAL            TOTAL            TOTAL            TOTAL
                                          SHAREHOLDERS'    SHAREHOLDERS'    SHAREHOLDERS'    SHAREHOLDERS'
                                             EQUITY           EQUITY            EQUITY          EQUITY
                                          -------------    -------------    -------------    -------------
                                                               (DOLLARS IN THOUSANDS)
<S>                                       <C>              <C>              <C>              <C>
BALANCE AT BEGINNING OF PERIOD:           $      21,002    $      19,306         $20,015     $      18,560

Comprehensive income:
     Net income                                     420              321            1,199              945

     Net change in net unrealized
       appreciation (depreciation) on
       securities available for sale, net
       of reclassification adjustments
       and tax effects                              438              208              635              321
                                          -------------    -------------    -------------    -------------

              Total comprehensive income            858              529            1,834            1,266

Proceeds from the exercise of
     stock options                                   --               --               11               --

Purchase of 13,823 shares of treasury
  stock for the three-months ended
  September 30, 2001 and purchase of
  16,723 shares of treasury stock for
  the nine-months ended
  September 30, 2001                                 --             (189)              --             (222)

Sale of 13,823 shares of treasury stock
  for the three-months ended September
  30, 2001 and the sale of 16,723 shares
  of treasury stock for the nine-months
  ended September 30, 2001                           --              180               --              222
                                          -------------    -------------    -------------    -------------

BALANCE AT END OF PERIOD:                 $      21,860    $      19,826    $      21,860    $      19,826
                                          =============    =============    =============    =============
</Table>




     See accompanying notes to condensed consolidated financial statements.


                                       5


<PAGE>
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                           NINE-MONTHS        NINE-MONTHS
                                              ENDED               ENDED
                                       SEPTEMBER 30, 2002  SEPTEMBER 30, 2001
                                               (DOLLARS IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                           $       1,199       $         945
     Adjustments to reconcile net
       income to net cash from
       operating activities
              Depreciation                          156                 211
              Provision for loan loss               396                 358
              Net amortization on
                securities available
                for sale                            140                  90
              Gain on sales and calls
                of securities available
                for sale, net                      (140)               (150)
              Net change in
                Accrued interest receivable         (49)                 70
                Other assets                       (140)                (23)
                Accrued interest payable             53                  36
                Other liabilities                    63                 (93)
                                          -------------       -------------
                   Net cash from
                     operating activities         1,678               1,444
                                          -------------       -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of securities available
       for sale                                 (23,176)            (21,493)
     Proceeds from sales of securities
       available for sale                         6,102              14,736
     Proceeds from maturities and calls
       of securities available for sale          15,957               5,000
     Purchase of FHLBI stock                       (275)               (250)
     Net change in loans receivable             (26,242)             (8,299)
     Proceeds from the sale of equipment             --                   6
     Purchase of premises and
       equipment, net                              (151)               (121)
                                          -------------       -------------
                   Net cash from
                     investing activities       (27,785)            (10,421)
                                          -------------       -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in deposits                      19,985              28,651
     Net change in federal funds purchased           --                  --
     Net change in securities sold
       under agreements to repurchase             2,002               1,733
     Proceeds from FHLBI advances                10,000               5,000
     Repayment of FHLBI advances                  2,500)             (2,000)
     Proceeds from the sale of
       treasury stock                                --                 222
     Purchase of treasury stock                      --                (222)
     Proceeds from issuance of
       common stock, net                             11                  --
                                          -------------       -------------
                   Net cash from
                     financing activities        29,498              33,384
                                          -------------       -------------

Net change in cash and cash equivalents           3,391              24,407
Cash and cash equivalents at beginning
     of period                                   20,021              19,543
                                          -------------       -------------
CASH AND CASH EQUIVALENTS AT END
     OF PERIOD                            $      23,412       $      43,950
                                          =============       =============
Supplemental disclosures of cash flow information
     Cash paid during the period for
              Interest                    $       3,604       $       5,217
              Income taxes                          811                 281


     See accompanying notes to condensed consolidated financial statements.


                                       6


<PAGE>

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements include the
accounts of St. Joseph Capital Corporation and our wholly owned subsidiary, St.
Joseph Capital Bank (the "Bank").

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions for Form 10-QSB.
Accordingly, they do not include all information and footnotes required by
generally accepted accounting principles for complete presentation of financial
statements. In the opinion of management, the unaudited condensed consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation. All
significant inter-company accounts and transactions have been eliminated in
consolidation. The income reported for the periods presented is not necessarily
indicative of the results to be expected for the full year.

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

     This document (including information incorporated by reference) contains,
and future oral and written statements of the company and our management may
contain, forward-looking statements, within the meaning of such term in the
Private Securities Litigation Reform Act of 1995, with respect to our financial
condition, results of operations, plans, objectives, future performance and
business. Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of our management and on information currently
available to management, are generally identifiable by the use of words such as
"believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will,"
"would," "could," "should" or other similar expressions. Additionally, all
statements in this document, including forward-looking statements, speak only as
of the date they are made, and we undertake no obligation to update any
statement in light of new information or future events.

     Our ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors that could have a material adverse
effect on the operations and future prospects of the Company and its
subsidiaries include, but are not limited to, the following:

     o    The strength of the United States economy in general and the strength
          of the local economies in which we conduct our operations which may be
          less favorable than expected and may result in, among other things, a
          deterioration in the credit quality and value of our assets.
     o    The economic impact of the terrorist attacks that occurred on
          September 11th, as well as any future threats and attacks, and the
          response of the United States to any such threats and attacks.
     o    The effects of, and changes in, federal, state and local laws,
          regulations and policies affecting banking, securities, insurance and
          monetary and financial matters.
     o    The effects of changes in interest rates (including the effects of
          changes in the rate of prepayments of our assets) and the policies of
          the Board of Governors of the Federal Reserve System.
     o    Our ability to compete with other financial institutions as
          effectively as we currently intend due to increases in competitive
          pressures in the financial services sector.
     o    Our inability to obtain new clients and to retain existing clients.
     o    The timely development and acceptance of products and services,
          including products and services offered through alternative delivery
          channels such as the Internet.
     o    Technological changes implemented by us and by other parties,
          including third party vendors, which may be more difficult or more
          expensive than anticipated or which may have unforeseen consequences
          to us and our clients.
     o    Our ability to develop and maintain secure and reliable electronic
          systems.
     o    Our ability to retain key executives and employees and the difficulty
          that we may experience in replacing key executives and employees in an
          effective manner.
     o    Consumer spending and saving habits which may change in a manner that
          affects our business adversely.

                                       7


<PAGE>
     o    Business combinations and the integration of acquired businesses that
          may be more difficult or expensive than expected.
     o    The costs, effects and outcomes of existing or future litigation.
     o    Changes in accounting policies and practices, as may be adopted by
          state and federal regulatory agencies and the Financial Accounting
          Standards Board.
     o    Our ability to manage the risks associated with the foregoing as well
          as anticipated.

          These risks and uncertainties should be considered in evaluating
     forward-looking statements and undue reliance should not be placed on such
     statements. Additional information concerning us and our business including
     other factors that could materially affect our financial results, is
     included in our filings with the Securities and Exchange Commission.

OVERVIEW

          St. Joseph was formed in February 1996 for the purpose of organizing
the Bank. The Bank opened in February 1997 with $10.0 million in assets and grew
to $246.2 million as of September 30, 2002. We expect continued opportunities
for growth, even though the rate of growth will probably be slower than we have
experienced to date.

          The following discussion provides additional information regarding
our operations for the three-months and nine month periods ended September 30,
2002 and 2001 and financial condition as of September 30, 2002 and December 31,
2001. This discussion should be read in conjunction with our consolidated
financial statements and the accompanying notes thereto and other information in
our 2001 10-KSB.

FINANCIAL CONDITION

          During the nine-months ended September 30, 2002, assets increased
from $214.8 million on December 31, 2001, to $246.2 million on September 30,
2002. This represents a total increase in assets of $31.4 million, or 14.6%. The
asset growth was comprised primarily of a $3.4 million increase in cash and cash
equivalents, $2.1 million increase in securities available for sale and a $25.8
million increase in net loans. The increase in cash and cash equivalents,
securities available for sale and net loans was primarily funded by $20.0
million growth in deposits, a $2.0 million increase in securities sold under
agreement to repurchase and a $7.5 million net increase in FHLBI advances.

          Cash and cash equivalents increased by $3.4 million to $23.4 million
at September 30, 2002 up from $20.0 million at December 31, 2001. This increase
was primarily the result of the increase in cash and due from banks. Cash and
due from banks represented cash maintained at correspondent banks on deposit in
the form of demand deposits as well as cash maintained at the Federal Reserve
Bank of Chicago. The increase is a result of the fluctuations in the size of the
cash letter that occur during the normal course of growing our business.

          Securities available for sale totaled $47.3 million at September 30,
2002, which represented an increase of $2.1 million up from $45.2 million at
December 31, 2001. The increase was the result of the investment of excess funds
generated from new deposits into available for sale securities rather than
lower-yielding overnight federal funds or interest-bearing accounts with other
banks. During the nine-months ended September 30, 2002, we had $15.9 million in
securities that matured or were called and $6.1 million in securities that were
sold. The majority of the proceeds of the sold and matured securities were used
to fund the 17.9% increase in net loans.

          Loans receivable net of allowance was $170.5 million at September 30,
2002 reflecting a 17.9% increase up from $144.7 million at December 31, 2001.
Commercial loans increased by $11.7 million during the nine month period ended
September 30, 2002 and totaled $125.9 million, or 66.4% of the total loan
portfolio. The continued significant concentration of the loan portfolio in
commercial loans and the rapid growth of this position of our lending business
is consistent with our stated strategy of focusing on small to mid size
businesses or what is commonly known as "wholesale banking". Our commercial
lending business generates the greatest amount of local deposits, and a major
source of our demand deposits.

          Residential mortgage and consumer loans also increased by $10.0
million and $4.2 million, respectively, during the nine-month period ended
September 30, 2002. As of September 30, 2002, these loan types totaled a
combined $63.7 million, or 33.6% of the total loan portfolio. Although
residential mortgage loan and consumer loan portfolios are expected to increase
in future periods, given our stated strategy, the commercial sector of the
lending efforts and resultant


                                       8


<PAGE>



assets are expected to remain the dominant loan portfolio category.

     The quality of our loan portfolio remains strong. We have not experienced
any charge-offs since inception. We believe we have instilled a very strong
credit culture within our lending department as it pertains to the underwriting
and administration processes. Over 86% of the loan portfolio consists of loans
extended directly to companies and individuals doing business and residing
within our market area or having strong, long-standing ties to management. The
remaining portion is comprised of commercial loans participated with certain
non-affiliated commercial banks outside of our immediate area, which are
underwritten using the same loan underwriting criteria as though our bank was
the originating bank.

     There has been continued evidence of a slow economic recovery during the
first nine-months of 2002 compared to what was previously expected and has been
a factor in keeping market interest rates at low levels. During this period we
continued to grow our loan portfolio and have maintained our interest rate
spread, while experiencing no significant change in asset quality or in
non-performing loan totals. However, a slow economic recovery could result in
some increase in problem assets, which could possibly result in losses on loans.

     Along with many other financial institutions, we share a concern about the
magnitude of the economic recovery in 2002. Should the economic climate continue
to deteriorate, borrowers may experience difficulty, and the level of
non-performing loans, charge-offs, and delinquencies could rise and require
increases in the provision for loan losses.

     The allowance for loan losses balance and the provision for loan losses are
judgmentally determined by management based upon periodic reviews of the loan
portfolio. In addition, as we do not have an established charge-off history,
management considers the level of charge-offs experienced by peer financial
institutions having loan portfolio mix and risk characteristics similar to our
loan portfolio mix and risk characteristics. Estimating the risk of loss and the
amount of loss is necessarily subjective. Accordingly, the allowance is
maintained by management at a level considered adequate to cover losses that are
currently anticipated based on past loss experience, general economic
conditions, information about specific borrower situations including their
financial position and collateral values and other factors and estimates which
are subject to change over time.

     While management's periodic analysis of the adequacy of the allowance for
loan losses may allocate portions of the allowance for specific problem loan
situations, the entire allowance is available for any loan charge-offs that
might occur.

     Deposits increased $20.0 million during the nine-month period ended
September 30, 2002, totaling $173.3 million at September 30, 2002 up from $153.3
million at December 31, 2001. Certificates of deposit, comprising 28.5% of total
deposits, increased $11.0 million during the nine month period ended September
30, 2002. Savings, NOW and money market accounts, comprising 54.2% of total
deposits, increased $8.6 million during the nine-month period ended September
30, 2002. Noninterest-bearing demand deposits increased only modestly during the
nine-month period ended September 30, 2002 and comprised 17.3% of total
deposits. The increase in each of these categories was a result of increasing
the our market share as well as increasing balances from existing clients due in
part to the decline in the equity markets.

     Federal Home Loan Bank of Indianapolis ("FHLBI") advances increased by $7.5
million to $38.1 million as of September 30, 2002 up from $30.6 million at
December 31, 2001. We use FHLBI advances primarily to assist in the overall
asset and liability management of the bank and for general liquidity purposes.
By taking longer term advances from the FHLBI we partially hedge against the
possible effects of potential future increases in deposit rates. As of September
30, 2002, the bank held $1.9 million of FHLBI stock.


LIQUIDITY


     Liquidity is measured by our ability to raise funds through deposits,
borrowed funds, capital or cash flow from the repayment or maturities of loans
and securities and net profits. These monies are used to fund loan requests,
meet deposit withdrawals, maintain reserve requirements, and support our
operations. Liquidity is primarily achieved through the growth of deposits (both
local and out-of-area) and by maintaining liquid assets such as securities
available for sale, matured securities, and federal funds sold. Asset and
liability management is the process of managing the balance sheet to achieve a
mix of earning assets and liabilities in such a way that it mitigates interest
rate risk and assists in achieving an


                                       9



<PAGE>
acceptable level of profitability. An important part of the overall asset and
liability management process is providing adequate liquidity.


     Our liquidity strategy is to fund loan growth with deposits, repurchase
agreements, FHLBI advances and to maintain an adequate level of short- and
medium-term investments to meet typical daily loan and deposit activity.
Although deposit and repurchase agreement growth from depositors located in the
market area have consistently increased, the growth has not been sufficient at
times to meet the substantial loan growth and provide monies for additional
investing activities. To assist in providing the additional needed funds, we
have obtained certificates of deposit from customers outside of the market area
and placed by deposit brokers for a fee, as well as certificates of deposit
obtained from the deposit owners directly. As of September 30, 2002, brokered
deposits totaled $11.0 million, or 5.9% of combined deposits and repurchase
agreements, compared to $3.0 million, or 1.8% of combined deposits and
repurchase agreements, as of December 31, 2001. The acceptance of brokered
deposits is expected to be an ongoing activity due to our planned future growth.

     Our bank has the ability to borrow money on a daily basis through
correspondent banks via established federal funds purchased lines; however, this
is viewed as only a secondary and temporary source of funds and our bank was
generally in a federal fund sold position during the first nine-months of 2002.
The average balance of federal funds sold during the nine-months ended September
30, 2002 equaled $3.2 million, compared to a $2.0 million average federal funds
purchased position.

     As a member of the FHLBI, our bank has access to the FHLBI's borrowing
programs. Based on ownership of FHLBI stock and available collateral at
September 30, 2002, our bank could borrow up to approximately $42.8 million. As
of September 30, 2002 we have $38.1 million outstanding in FHLBI advances. The
availability will continue to increase as the loan and the investment portfolios
grow in the future. The FHLBI announced a new borrowing program that allows its
members to pledge commercial real estate loans for advances. Subject to meeting
certain financial condition and capital requirements, members will be permitted
to borrow against eligible commercial real estate loans.

     In addition to typical loan funding and deposit flow, we must maintain
liquidity to meet the demands of certain unfunded loan commitments and standby
letters of credit. As of September 30, 2002, our bank had a total of $65.3
million in unfunded loan commitments and $2.9 million in unfunded standby
letters of credit. We monitor fluctuations in loan balances and commitment
levels, and include such data in managing overall liquidity.

CAPITAL RESOURCES

     Shareholders' equity is a noninterest-bearing source of funds that provides
support for asset growth. Shareholders' equity increased by $1.8 million during
the first nine-months of 2002, up from $20.0 million on December 31, 2001, to
$21.8 million at September 30, 2002. The increase is attributable to net income
of $1.2 million recorded during the first nine-months of 2002. Shareholders'
equity was positively impacted during the first nine-months of 2002 by a $0.6
million mark-to-market adjustment for available for sale securities as defined
in SFAS No. 115. The adjustment was primarily due to a decrease in the interest
rate environment during the first nine-months of 2002.

     We are subject to regulatory capital requirements primarily administered by
federal banking regulatory agencies. Failure to meet the various capital
requirements can cause regulatory action that could have a direct material
effect on the financial statements. Since our bank commenced operations, both
the company and our bank have been categorized as "Well Capitalized," the
highest classification contained within the banking regulations.

     The components of total risk-based capital are Tier 1 capital and Tier 2
capital. Tier 1 capital is total shareholders' equity less intangible assets.
Tier 2 capital is Tier 1 capital plus a portion of the allowance for loan
losses. The allowance for loan losses is includable in Tier 2 capital up to a
maximum of 1.25% of risk-weighted assets. The net unrealized appreciation
(depreciation) on securities available for sale, net of tax, is not considered
in meeting regulatory capital requirements. The following table provides the
minimum regulatory capital requirements and the actual capital ratios at
September 30, 2002:



                                       10


<PAGE>



<TABLE>
<CAPTION>
                                      Minimum Required
                                     -----------------   Minimum Required To Be
                                        For Capital      Well Capitalized Under      Corporation's
                                     -----------------   Prompt Correction Action       Capital        Bank Capital
     September 30, 2002              Adequacy Purposes         Regulations               Ratio             Ratio
----------------------------------   -----------------   ------------------------    -------------     ------------
<S>                                  <C>                          <C>                     <C>              <C>
Ratio of Total Capital to Risk
   Weighted Assets                           8.0%                 10.0%                   12.9%            12.6%
Ratio of Tier 1 Capital to Risk
   Weighted Assets                           4.0%                  6.0%                   11.6%            11.4%
Ratio of Tier 1 Capital to
   Average Assets                            4.0%                  5.0%                    8.3%             8.1%
</TABLE>


     The Bank and the Corporation exceeded the applicable minimum regulatory
capital requirements at September 30, 2002 and was considered well capitalized.

     Our ability to pay cash and stock dividends is subject to limitations under
various laws and regulations and to prudent and sound banking practices. We have
not paid cash dividends on our common stock since our formation in 1996.

RESULTS OF OPERATIONS

     Net income for the nine-month period ended September 30, 2002 was $1.2
million as compared to a $.9 million for the same period in 2001 for an increase
of $.3 million or 26.9%. Income per common share for the first nine-months of
2002 increased to $.71 basic and $.70 diluted up from a basic and diluted income
per common share of $.56 for the first nine-months of 2001. Net income for the
three-month period ended September 30, 2002 was $.4 million as compared to $.3
million for the same period in 2001 for an increase of $.1 million or 30.8%.
Income per common share for the three-month period ended September 30, 2002
increased to $.25 basic and $.24 diluted up from a basic and diluted income per
common share of $.19 for the three-months ended September 30, 2001. The
improvement in net income was primarily the result of an increase in net
interest income, higher noninterest income and greater operational efficiencies.

     Interest income decreased by $.5 million, up from $9.5 million for the nine
month period ended September 30, 2001 to $9.0 million for the nine month period
ended September 30, 2002 and for the three-months ended September 30, 2001 and
2002, interest income remained relatively stable at $3.1 million. The 6.1%
decline in interest income for the nine-months ended September 30, 2002 and no
significant change in interest income for the three-months ended September 30,
2002 was attributable to a decline in asset yields despite an increase in
average outstanding balances in interest earning assets, principally loans
receivable. During the first nine-months 2002 earning assets averaged $210.3
million, a level significantly higher than the average earnings assets of $175.1
million during the same period in 2001. During the three-months period ended
September 30, 2002, average earnings assets were $229.3 million, also a level
significantly higher than the average earning assets of $187.7 million during
the same period in 2001. During the first nine-months of 2002 and 2001, earning
assets had an average rate of 5.62% and 7.22%, respectively, and for the
three-months ended September 30, 2002 and 2001, earning assets had an average
rate of 5.36% and 6.66%, respectively. The decrease in average yield was
primarily due to the overall decline in market interest rates.

     Interest expense decreased by $1.6 million, up from $5.3 million for the
nine month period ended September 30, 2001 to $3.7 million for the nine month
period ended September 30, 2002 and for the three-months ended September 30,
2001 and 2002, interest expense decreased by $0.4 million, up from $1.7 million
to $1.3 million, respectively. The 30.4% and 20.4% decline in interest expense
for the nine-months ended and the three-months ended September 30, 2002 and 2001
was primarily attributable to the decline in the cost of interest-bearing
liabilities despite the significant growth in interest-bearing liabilities.
During the first nine-months of 2002 interest-bearing liabilities averaged
$183.0 million, a level significantly higher than the average interest-bearing
liabilities of $151.5 million during the same period in 2001. During the
three-months period ended September 30, 2002, average interest-bearing
liabilities were $201.9 million, also a level significantly higher than the
average interest-bearing liabilities of $163.7 million during the same period in
2001. During the first nine-months of 2002 and 2001, interest-bearing
liabilities had an average rate of 2.67% and 4.64%, respectively, and for the
three-months ended September 30, 2002 and 2001, interest-bearing liabilities had
an average rate of 2.63% and 4.06%, respectively. The decrease in average cost
was primarily due to the overall decline in market interest rates.

     Net interest income during the first nine-months of 2002 was $5.3 million,
an increase of $1.0 million or 23.5%


                                       11


<PAGE>



over the $4.3 million earned during the same period of 2001. During the
three-months ended September 30, 2002, net interest income was $1.8 million, an
increase of $.3 million or 19.7% over the $1.5 million earned during the same
period of 2001. The increase in net interest income was due to the growth in
earning assets and the stability of the net interest margin. The net interest
margin increased from 3.32% during the first nine-months of 2001 to 3.42% during
the first nine-months of 2002. The net interest margin decreased from 3.25%
during the three-months ended September 30, 2001, to 3.19% during the
three-month period ended September 30, 2002. The improvement in the margin
during the nine-months ended September 30, 2002 reflected the overall positive
impact that declining interest rates had on net interest income as predicted in
the monthly simulation performed in September 2001 for the twelve-month period.
The reduction in the margin during the three-months ended September 30, 2002 was
primarily attributable to the strategic decision to lock in longer term fixed
rate bullet advances from the Federal Home Loan Bank at historical low rates as
well as a substantially greater liquidity position compared to the previous
year.

     The provision for loan losses is established based on factors such as the
local and national economy and the risk associated with the loans in the
portfolio. The provision for loan losses was $.4 million for the nine-month
period ended September 30, 2002 compared to $.3 million in the same period in
2001. For the three-months ended September 30, 2002, the provision for loan
losses was $.1 million compared to $.1 million in the same period of 2001. At
September 30, 2002, the allowance for loan losses was $2.7 million or 1.54% of
total loans receivable compared to $2.1 million or 1.58% at September 30, 2001.
The decrease in the percentage of allowance for loan losses to total loans
receivable between periods is a result of the growth of the loan portfolio and
management's risk assessment. The risk assessment is based on numerous
statistical factors including the specific asset class of each loan (i.e.
commercial, residential or consumer), the internal risk rating of each loan,
specific industry concentrations, an assessment for large dollar and unsecured
loans and specific reserves for watch list credits.

     In each accounting period, the allowance for loan losses is adjusted to the
amount believed necessary to maintain the allowance at adequate levels. Through
the loan review and credit department, we attempt to allocate specific portions
of the allowance for loan losses based on specifically identifiable problem
loans. The evaluation of the allowance for loan losses is further based on,
although not limited to, consideration of the internally prepared Loan Loss
Reserve Analysis ("Reserve Analysis"), composition of the loan portfolio, third
party analysis of the loan administration processes and loan portfolio and
general economic conditions. In addition, our bank's status as a relatively new
banking organization and the rapid loan growth since inception is taken into
account.

     The Reserve Analysis, used since the inception of our bank and completed
quarterly, applies reserve allocation factors to outstanding loan balances to
calculate an overall allowance dollar amount. For commercial loans, which
continue to comprise a majority of our total loans, reserve allocation factors
are based upon the loan ratings as determined by our comprehensive loan rating
paradigm that is administered by our loan review personnel. For retail loans,
reserve allocation factors are based upon the type of credit. The Reserve
Analysis is reviewed regularly by management and the Board of Directors and is
adjusted periodically based upon identifiable trends and experience.

     We have not experienced any charge-offs from loans receivable since
inception. Accordingly, in estimating the risk of loss in our loan portfolio we
considered the level of charge-offs on loans experienced by peer financial
institutions having a loan portfolio mix and risk characteristics similar to our
loan portfolio mix and risk characteristics. Management allocated approximately
68% of the allowance for loan losses to commercial loans, 13% to residential
real estate mortgage loans and 5% to installment loans at September 30, 2002,
leaving 14% unallocated. There were no non-performing loans at September 30,
2002. Management believes the allowance for loan losses at September 30, 2002
was adequate to absorb existing losses in the loan portfolio.

     Noninterest income, excluding the net gains on sales of securities
increased by $83,000 up from $246,000 for the nine-month period ended September
30, 2001 to $329,000 for the nine-month period ended September 30, 2002. For the
three-month period ended September 30, 2002, noninterest income, excluding the
net gains on sales of securities increased by $13,000, up from $93,000 for 2001
to $106,000 in 2002. The increases in noninterest income, excluding the net
gains on sales of securities, in both periods was primarily due to increases in
depository account service fees resulting from adding additional relationship
based depository clients.

     As part of asset liability management, during the nine-month period ended
September 30, 2002 net gains on the sale of securities decreased $10,000, to
$140,000 up from $150,000, during the same period in 2001. There were no gains
on the sale of securities during the three-month period ended September 30, 2002
while gains on the sale of securities totaled $72,000 for the three-month period
ended September 30, 2001.




                                       12


<PAGE>


     Noninterest expense during the first nine-months of 2002 was $3.5 million,
an increase of 22.8% over the $2.8 million expensed during the same period of
2001. For the three-months ended September 30, 2002, noninterest expense was
$1.1 million, an increase of 9.5% over the $1.0 million expensed during the same
period of 2001. The increase in noninterest expense was primarily attributable
to employee salaries and benefits. The increase in employee salaries and
benefits was a result of hiring additional staff and merit and cost of living
raises. The level of full time equivalent employees increased from 40 at
September 30, 2001 to 48 at September 30, 2002. General overhead expenses have
also increased, reflecting the additional expenses required to service our
clients in the manner that distinguishes us from the competition. Occupancy
expense decreased for both periods reflecting the efficiencies of operating the
bank out of a single location as well as the reduction in depreciation expense
as certain fixed assets have become fully depreciated.

     Income tax expense was $693,000 during the first nine-months of 2002
compared to $550,000 during the same period of 2001. The effective tax rates
were 36.6% and 36.8% for the nine-month period ended September 30, 2002 and
2001. Income tax was $260,000 during the three-months period ended September 30,
2002 compared to $164,000 during the same period of 2001. The effective tax
rates were 38.2% and 33.8% for the three-month period ended September 30, 2002
and 2001.

MANAGEMENT OF INTEREST SENSITIVITY

     Our primary market risk exposure is interest rate risk and, to a lesser
extent, liquidity risk. Interest rate risk is the exposure of our financial
condition to adverse movements in interest rates. We derive our income primarily
from the excess of interest collected on our interest-earning assets over the
interest paid on our interest-bearing liabilities. The rates of interest we earn
on our assets and owe on our liabilities generally are established contractually
for a period of time. Since market interest rates change over time, we are
exposed to lower profitability if we cannot adapt to interest rate changes.
Accepting interest rate risk can be an important source of profitability and
shareholder value; however, excessive levels of interest rate risk could pose a
significant threat to our earnings and capital base. Accordingly, effective risk
management that maintains interest rate risk at prudent levels is essential to
our safety and soundness.

     Evaluating the exposure to changes in interest rates includes assessing
both the adequacy of the process used to control interest rate risk and the
quantitative level of exposure. Our interest rate risk management process seeks
to ensure that appropriate policies, procedures, management, information systems
and internal controls are in place to maintain interest rate risk at prudent
levels with consistency and continuity. In evaluating the quantitative level of
interest rate risk, we assess the existing and potential future effects of
changes in interest rates on our financial condition, including capital
adequacy, earnings, liquidity and asset quality.

     We use three interest rate risk measurement techniques. The first, which is
commonly referred to as GAP analysis, measures the difference between the dollar
amounts of interest sensitive assets and liabilities that will be refinanced or
repriced during a given time period. A significant repricing gap could result in
a negative impact to our net interest margin during periods of changing market
interest rates.

     The second interest rate risk measurement used is commonly referred to as
net interest income simulation analysis. We believe that this methodology
provides a more accurate measurement of interest rate risk than the GAP
analysis, and therefore, serves as one of our primary interest rate risk
measurement techniques. The simulation model assesses the direction and
magnitude of variations in net interest income resulting from potential changes
in market interest rates. Key assumptions in the model include prepayment speeds
on various loan and investment assets; cash flows and maturities of
interest-sensitive assets and liabilities; and changes in market conditions
impacting loan and deposit volume and pricing. These assumptions are inherently
uncertain and subject to fluctuation and revision in a dynamic environment;
therefore, the model cannot precisely estimate net interest income or exactly
predict the impact of higher or lower interest rates on net interest income.
Actual results will differ from simulated results due to timing, magnitude, and
frequency of interest rate changes and changes in market conditions and the
company's strategies, among other factors.


     We conducted multiple simulations as of September 30, 2002, whereby it was
assumed that a simultaneous, instant and sustained change in market interest
rates occurred. Results of the simulation suggest that we could expect net
interest income to decrease by approximately $.3 million, if interest rates
gradually decline by 100 basis points over the next twelve months, and to
increase approximately $.1 million, if interest rates gradually increase 100
basis points over the next twelve months, from forecast levels of net interest
income absent any changes in rates. These variances in net interest income were
within our policy parameters established to manage interest rate risk. Other
simulations are run quarterly looking at changes


                                       13


<PAGE>


to interest income given 200 and 300 basis point changes in interest rates.

     The third interest rate risk measurement used is commonly referred to as an
"EVE" analysis or an Economic Value of Equity analysis. As well as the
simulation analysis, we believe that this methodology provides a more accurate
measurement of interest rate risk than the GAP analysis, and therefore, serves
as one of our primary interest rate risk measurement techniques. The EVE
analysis assesses the impact to the value of equity given potential changes in
market interest rates. Key assumptions in the model include prepayment speeds on
various loans, discount rates and the duration of assets and liabilities as
determined by the federal regulatory agencies. These assumptions are inherently
uncertain, subject to fluctuation and revision in a dynamic environment;
therefore, the model cannot precisely estimate the value of equity or exactly
predict the impact that higher or lower interest rates will have on the value of
equity. Actual results will differ from simulated results due to timing,
magnitude, and frequency of interest rate changes and changes in market
conditions and the company's strategies, among other factors.

     Results of the economic value of equity analysis done as of September 30,
2002, suggest that we could expect the value of our equity to increase 2.73% and
4.63%, if there was an immediate interest rate shift upward of 100 and 200 basis
points and to decrease 3.47% and 4.58%, if there was an immediate interest rate
shift downward of 100 and 200 basis points. Management believes the different
scenarios indicate that the bank has a relatively low overall interest rate
risk.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         As a depository of funds, the Bank may occasionally be named as a
defendant in lawsuits (such as garnishment proceedings) involving claims to the
ownership of funds in particular accounts. Such litigation is incidental to the
Bank's business.

         We are not aware of any pending litigation.

ITEM 2.  CHANGES IN SECURITIES
         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         Not applicable.

ITEM 5.  OTHER INFORMATION
         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits
                  None.

         (b)      Reports on Form 8-K
                  None.



                                       14


<PAGE>





                                   SIGNATURES

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

                                     ST. JOSEPH CAPITAL CORPORATION
                                     (Registrant)


Date:  November 12, 2002             /s/ John W. Rosenthal
                                     ------------------------------------------
                                     John W. Rosenthal
                                     President

Date:  November 12, 2002             /s/ Edward R. Pooley
                                     ------------------------------------------
                                     Edward R. Pooley
                                     Principal Financial Officer



                                       15