<PAGE>   1
                                  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 March 31, 2001

         o  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)

                                 (219) 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:

         1,675,112 shares of common stock, $0.01 par value per share, were
outstanding as of May 3, 2001.

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

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                         PAGE
                                                                                        NUMBER
                                                                                        ------
                          PART I - FINANCIAL INFORMATION
<S>      <C>                                                                         <C>
ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

              Condensed Consolidated Balance Sheets,
                    March 31, 2001 (Unaudited), December 31, 2000
                    and March 31, 2000 (Unaudited)                                         3

              Condensed Consolidated Statements of Income,
                    Three Months Ended March 31, 2001 and 2000 (Unaudited)                 4

              Condensed Consolidated Statements of Changes in Shareholders' Equity,
                    Three Months Ended March 31, 2001 and 2000 (Unaudited)                 5

              Condensed Consolidated Statements of Cash Flows,
                    Three Months Ended March 31, 2001 and 2000 (Unaudited)                 6

              Notes to Condensed Consolidated Financial Statements (Unaudited)             7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                         7

                            PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS                                                              15

ITEM 2.    CHANGES IN SECURITIES                                                          16

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES                                                16

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                            16

ITEM 5.    OTHER INFORMATION                                                              16

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                               16

SIGNATURES                                                                                16
</TABLE>




                                       2
<PAGE>   3

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         PART I - FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                      MARCH 31,                              MARCH 31,
ASSETS                                                                 2001             DECEMBER 31,           2000
                                                                     (UNAUDITED)            2000            (UNAUDITED)
                                                                    ------------       -------------        ------------
<S>                                                               <C>                <C>                  <C>
     Cash and due from banks                                        $ 14,077,045       $  10,761,934        $ 20,115,511
     Interest-bearing deposits in other financial institutions-
      short-term                                                         383,139             181,342              92,514
     Federal funds sold                                                7,850,000           8,600,000           5,500,000
                                                                    ------------       -------------        ------------
              Total cash and cash equivalents                         22,310,184          19,543,276          25,708,025
     Securities available for sale                                    20,226,494          23,171,754          25,546,814
     Federal Home Loan Bank (FHLB) stock                               1,578,500           1,378,500             550,000
     Loans receivable, net of allowance for loan losses of
       $1,932,000 at March 31, 2001, $1,852,000 at
       December 31, 2000 and $1,428,000 at March 31, 2000            135,400,589         129,840,947          93,000,647
     Accrued interest receivable                                         935,140           1,112,052             777,804
     Premises and equipment, net                                       1,411,190           1,411,981           1,489,619
     Other assets                                                        556,635             612,369             219,835
                                                                    ------------       -------------        ------------
              Total assets                                          $182,418,732       $ 177,070,879        $147,292,744
                                                                    ============       =============        ============


LIABILITIES AND SHAREHOLDERS'  EQUITY
LIABILITIES
     Deposits
          Noninterest-bearing demand                                $ 17,824,871       $  19,331,110        $ 17,632,927
          Savings, NOW and money market                               61,710,221          72,259,033          52,282,659
          Certificates of deposit                                     43,835,478          30,841,379          42,208,647
                                                                    ------------       -------------        ------------
              Total deposits                                         123,370,570         122,431,522         112,124,233
     Securities sold under agreements to repurchase                    8,185,640           8,083,473           6,920,852
     FHLB advances                                                    31,570,000          27,570,000          11,000,000
     Accrued interest payable                                            263,949             238,386             165,344
     Other liabilities                                                     9,197             186,924              96,438
                                                                    ------------       -------------        ------------
              Total liabilities                                      163,399,356         158,510,305         130,306,867

SHAREHOLDERS' EQUITY
     Common stock, $.01 par value, 2,500,000 shares authorized;
          1,675,112 shares issued and outstanding at March 31, 2001,
          December 31, 2000 and March 31, 2000                            16,751              16,751              16,751
     Additional paid in capital                                       18,311,089          18,302,139          18,302,139
     Retained earnings (accumulated deficit)                             561,040             251,708            (561,522)
     Accumulated other comprehensive income (loss), net
          of tax of $86,998, $(6,683) and $-0- at March 31, 2001,
          December 31, 2000 and March 31, 2000                           130,496             (10,024)           (771,491)
                                                                    ------------       -------------        ------------
              Total shareholders' equity                              19,019,376          18,560,574          16,985,877
                                                                    ------------       -------------        ------------
              Total liabilities and shareholders' equity            $182,418,732       $ 177,070,879        $147,292,744
                                                                    ============       =============        ============
</TABLE>




      See accompanying notes to condensed consolidated financial statements.




                                       3
<PAGE>   4
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      Three Months            Three Months
                                                                         Ended                   Ended
                                                                      Mar 31, 2001            Mar 31, 2000
                                                                      ------------            ------------
<S>                                                                 <C>                     <C>
Interest and dividend income
         Loans receivable, including fees                             $  2,757,316            $  1,823,494
         Securities available for sale - taxable                           287,093                 450,964
         Securities available for sale - tax exempt                         20,861                   8,530
         FHLB stock                                                         28,003                   8,427
         Federal funds sold                                                102,658                  18,790
         Other interest earning assets                                       2,515                     837
                                                                      ------------            ------------

                  Total interest and
                  dividend income                                        3,198,446               2,311,042

Interest expense
         Deposits                                                        1,361,839               1,041,061
         Federal funds purchased                                            19,871                  11,537
         Securities sold under agreements to
           repurchase                                                       76,388                  73,238
         FHLB advances                                                     390,184                 102,709
                                                                      ------------            ------------
                  Total interest expense                                 1,848,282               1,228,545
                                                                      ------------            ------------

NET INTEREST INCOME                                                      1,350,164               1,082,497

Provision for loan losses                                                   80,000                 158,000
                                                                      ------------            ------------

NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                                              1,270,164                 924,497

Noninterest income
         Gain (loss) on sales and calls of securities
            available for sale, net                                         22,368                 (13,589)
         Other income                                                       69,727                  35,963
                                                                      ------------            ------------
                  Total noninterest income                                  92,095                  22,374

Noninterest expense
     Salaries and employee benefits                                        543,117                 454,200
     Occupancy and equipment                                               111,561                 102,399
     Other expense                                                         209,949                 181,930
                                                                      ------------            ------------
         Total noninterest expense                                         864,627                 738,529
                                                                      ------------            ------------

INCOME BEFORE INCOME TAX EXPENSE                                           497,632                 208,342

Income tax expense                                                         188,300                      --
                                                                      ------------            ------------

NET INCOME                                                            $    309,332            $    208,342
                                                                      ============            ============

Basic income per common share                                         $        .18            $        .12
                                                                      ============            ============
Diluted income per common share                                       $        .18            $        .12
                                                                      ============            ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>   5

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

<TABLE>
<CAPTION>

                                                                      Three Months            Three Months
                                                                         Ended                    Ended
                                                                      Mar 31, 2001            Mar 31, 2000
                                                                         Total                    Total
                                                                      Shareholders'           Shareholders'
                                                                        Equity                    Equity
                                                                        ------                    ------
<S>                                                                 <C>                     <C>
BALANCE AT BEGINNING OF PERIOD:                                       $ 18,560,574            $ 16,799,010

Comprehensive income:
     Net income                                                            309,332                 208,342

     Net change in net unrealized
       appreciation (depreciation) on
       securities available for sale, net
       of reclassification adjustments
       and tax effects                                                     140,520                 (21,475)
                                                                      ------------            ------------

         Total comprehensive income                                        449,852                 186,867

Purchase of 2,900 shares of treasury
  stock                                                                    (33,065)                     --

Sale of 2,900 shares of treasury
  stock                                                                     42,015                      --
                                                                      ------------            ------------
BALANCE AT END OF PERIOD:                                             $ 19,019,376            $ 16,985,877
                                                                      ============            ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>   6

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                      Three Months            Three Months
                                                                         Ended                   Ended
                                                                     March 31, 2001          March 31, 2000
                                                                     --------------          --------------
<S>                                                                 <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                       $    309,332            $    208,342
     Adjustments to reconcile net income to net cash
       from operating activities
         Depreciation                                                       69,078                  66,385
         Provision for loan loss                                            80,000                 158,000
         Net amortization on securities
              available for sale                                            20,911                  22,520
         Loss/(gain) on sales and calls of securities
              available for sale, net                                      (22,368)                 13,589
         Net change in:
              Accrued interest receivable                                  176,912                 220,765
              Other assets                                                 (37,947)              (134,907)
              Accrued interest payable                                      25,563                 (24,170)
              Other liabilities                                           (177,727)                 29,880
                                                                      ------------            ------------
                      Net cash from operating activities                   443,754                 560,404
                                                                      ------------            ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of securities available for sale                          (7,172,718)             (2,438,629)
     Proceeds from sales of securities available for sale                7,353,636               4,929,980
     Proceeds from maturities and calls of securities
         available for sale                                              3,000,000               1,580,000
     Purchase of FHLB stock                                               (200,000)               (161,200)
     Net change in loans receivable                                     (5,639,642)             (8,105,089)
     Purchase of premises and equipment, net                               (68,287)                (91,636)
                                                                      ------------            ------------
         Net cash from investing activities                             (2,727,011)             (4,286,574)
                                                                      ------------            ------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in deposits                                                939,048              13,883,012
     Net change in securities sold under agreements
         to repurchase                                                     102,167              (1,214,932)
     Proceeds from FHLB advances                                         4,000,000               3,500,000
     Purchase of treasury stock                                            (33,065)                     --
     Sale of treasury stock                                                 42,015                      --
                                                                      ------------            ------------
         Net cash from financing activities                              5,050,165              16,168,080
                                                                      ------------            ------------
Net change in cash and cash equivalents                                  2,766,908              12,441,910

Cash and cash equivalents at beginning of period                        19,543,276              13,266,115
                                                                      ------------            ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $ 22,310,184            $ 25,708,025
                                                                      ============            ============

Supplemental disclosures of cash flow information
     Cash paid during the period for
         Interest                                                     $  1,822,719            $  1,252,715
         Income taxes                                                 $    178,000                 132,000
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       6

<PAGE>   7

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 OR PLAN OF OPERATION

         The following discussion provides additional information regarding our
operations for the three-month periods ended March 31, 2001 and 2000 and
financial condition as of March 31, 2001, March 31, 2000 and December 31, 2000.
This discussion should be read in conjunction with our consolidated financial
statements and the accompanying notes thereto and other information in our 2000
Form 10-KSB.

                                    OVERVIEW

         St. Joseph Capital Corporation 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 the Company grew to approximately $182.4 million in assets
as of March 31, 2001. We expect continued opportunities for growth, even though
the rate of growth will probably be slower than we have experienced to date.

         On September 10, 1999, we completed a rights offering during which
390,581 shares of our common stock were sold at $15.50 per share, resulting in
gross proceeds of $6.1 million. We used approximately $5.5 million of the
proceeds from the rights offering to provide additional capital to the Bank.

         We reported earnings of $309,332 or $.18 basic and diluted income per
common share for the three-month period ended March 31, 2001 as compared to a
net income of $208,342 or $.12 basic and diluted income per common share for the
same period in 2000. The increase resulted primarily from increased net interest
income as a result of the growth in the loan portfolio. During the three-month
period ending March 31, 2001, we recorded tax expense of $188,300 compared to
$-0- tax expense for the three-month period ending March 31, 2000. We did not
record any tax expense during the three-month period ending March 31, 2000 due
to our tax loss carryforward as a result of our startup. In future quarters, we
anticipate to continue to record income tax expense.

         Our results of operations are dependent primarily on net interest
income, which is the difference between the interest earned on loans and
securities and the interest paid on deposits and borrowings. Our operating
results are also affected by sources of noninterest income, including service
charge fees on deposit accounts and other miscellaneous fees. Our operating
expenses include salaries and employee benefits, occupancy and equipment expense
and other noninterest expenses. Our operating results are also affected by
economic and competitive conditions, particularly changes in interest rates,
government policies and actions of regulatory authorities. The majority of our
loan portfolio is invested in commercial loans. Deposits from commercial clients
represent a significant funding source as well.

         We have added employees and equipment to accommodate historical growth
and anticipated growth. As such, overhead expenses have had a significant impact
on earnings. Our primary challenge currently, from a profitability standpoint,
is to increase our net interest income. Additional growth will enable us to
continue to increase net interest income.


                                       7
<PAGE>   8

                                     GENERAL

         We are a bank holding company that owns the St. Joseph Capital Bank, a
full-service commercial banking institution located in Mishawaka, Indiana. The
bank provides a broad range of banking products and services, including credit,
cash management, deposit and asset management to its targeted client base of
executives and professionals and small to medium-sized businesses. Our market
area encompasses a substantial portion of the Indiana communities of Mishawaka,
South Bend, Notre Dame, Granger, Osceola and Elkhart, as well as certain
Michigan communities, including Niles, Edwardsburg and Cassopolis. Due to the
overlap of this metropolitan area over state lines, this region is often
referred to as "Michiana."

         The individuals who organized the company continue to represent a
strategic advantage for us. Our directors are experienced business people who
have had significant experience as directors or executive officers of other
financial institutions prior to becoming involved with us.

         Our company started its banking operations on February 13, 1997 with
the goal of building a locally owned and managed financial institution to meet
the banking needs of our targeted clients. As part of our operating strategy, we
strive to offer clients a high level of service on a consistent basis. Our
growth since 1997 has largely been a product of our success in attracting
targeted individuals and businesses to become clients coupled with our ability
to recruit and retain a community-oriented management team with significant
commercial banking experience in the Michiana area. We have also taken advantage
of the client disruption caused by the acquisition of a number of the area's
other locally owned financial institutions by large and super-regional bank
holding companies.

         Our rapid growth to date, coupled with our desire to take advantage of
additional opportunities to increase our market share, lead us to increase the
capital in our banking subsidiary during 1999 to support additional growth. That
additional growth will allow us to take advantage of the operating leverage
available to a larger financial institution. Many of our expenses are fixed
costs. Increasing our client base allows us to spread those costs over a larger
universe of clients thereby improving our operating efficiency. However, our
overall asset growth rate continues to exceed the growth rate of our retained
earnings. An increase in the bank's capital also allowed us to increase our
lending limit, which will enable us to compete more effectively in our
marketplace.

         A hallmark of our operations has been our commitment to operate out of
a single location as a way of keeping tight control on overhead expenses. The
delivery of our banking services is accomplished through our headquarters
facility, a courier service program, our ATM/debit card product, our postage
paid bank-by-mail program, telephone banking and computer banking. The diversity
of our delivery systems enables our clients to choose the method of banking
which is most convenient for them. While no plans currently exist, we may also
expand our product offerings, move into new markets or make strategic
acquisitions of other financial institutions in the future. We intend to
continue to pursue an aggressive growth strategy focused on the addition of
experienced banking personnel in the Michiana area, while also maintaining
strong asset quality and enhancing our profitability.

         We have and will continue to price our loan products and deposit
products competitively. The net interest income generated by the lending and
deposit gathering activities of the bank should continue to increase as the
overall size of the bank increases.

         We currently maintain our office at 3820 Edison Lakes Parkway,
Mishawaka, Indiana, 46545. Our telephone number is (219) 273-9700.

                                BUSINESS STRATEGY

         We expect to establish a high standard of quality in each service we
provide, and our employees are expected to emphasize service in their dealings
with clients. We believe that the use of state-of-the-art technology will permit
each employee to devote more time and attention to personal service, respond
more quickly to a client's requests and deliver services in the most timely
manner possible.



                                       8
<PAGE>   9
         Our goal is to create a "client-driven" organization focused on
providing high value to clients by promptly delivering products and services
matched directly to their needs. Furthermore, we expect to gain market share by
developing strong ties to our community. In this regard, most of our directors
currently hold, and have held in the past, leadership positions in a number of
community organizations, and intend to continue this active involvement in
future years. Members of the senior management team are also in leadership
positions in a variety of community organizations and intend to continue this
active involvement in future years. Additionally, all employees are encouraged
to be active in the civic, charitable and social organizations located in the
Michiana area.

         The bank offers a broad range of deposit services, including checking
accounts, money market accounts, savings accounts and time deposits of various
types, as well as a full range of short to intermediate term personal and
commercial loans. Commercial loans include lines of credit to finance accounts
receivable and inventory, term loans to finance machinery and equipment, as well
as commercial mortgages to finance land and buildings. The bank makes personal
loans directly to its clients for various purposes, including purchases of
automobiles, boats and other recreational vehicles, home improvements, education
and personal investments. The bank also makes residential mortgage loans and
substantially all of them are retained by the bank and consist of balloon
payment, adjustable and fixed rate mortgages. The bank also offers other
services, including credit cards, cashiers checks, traveler's checks and
automated teller access.

                               LENDING ACTIVITIES

         We provide a broad range of commercial and retail lending services to
corporations, partnerships and individuals. The bank actively markets its
services to qualified borrowers. Lending officers actively solicit the business
of new borrowers entering their market areas as well as long-standing members of
the local business community. The bank has established lending policies, which
include a number of underwriting factors to be considered in making a loan,
including location, loan to value ratio, cash flow, interest rate and the credit
history of the borrower.

         Our legal lending limit is approximately $2,800,000. The board of
directors has established an "in-house" limit of $ 2,200,000. The board may from
time to time raise or lower the "in-house" limit, as it deems appropriate to
comply with safe and sound banking practices and respond to overall economic
conditions.

         As part of the loan monitoring activity at the bank, the officers' loan
committee meets weekly to review loan portfolio dynamics. Loan review officers
present detailed reports on the loan portfolio to the board during monthly board
meetings. Management has attempted to identify problem loans at an early stage
and to aggressively seek a resolution of these situations.

         COMMERCIAL LOANS. We are an active commercial lender in the Michiana
area. Our areas of emphasis include, but are not limited to, loans to
manufacturers, building contractors, developers and business services companies.
We also provide a wide range of business loans, including lines of credit for
working capital and operational purposes, as well as term loans for the
acquisition of equipment and other purposes. Collateral for these loans
generally includes accounts receivables, inventory, equipment and real estate.
In addition, the bank has taken personal guarantees to help assure payment when
appropriate. Terms of commercial business loans generally range from one to five
years. A significant portion of our commercial business loans have floating
interest rates or re-price within one year. We also make commercial real estate
loans, which are generally secured by the underlying real estate and
improvements. However, we may also require additional assets of the borrower as
collateral.

         RESIDENTIAL REAL ESTATE MORTGAGE LOANS. The main focus of our lending
activity continues to be on the commercial side and residential mortgages have
been viewed by us primarily as a way to attract and service targeted clients. We
offer a variety of adjustable rate products as well as traditional 15-year fixed
rate loans. The growth in the residential loan portfolio has in part been due to
the fact that historically low interest rates over the last few years have
induced a large number of home owners to refinance existing home mortgages and
an equally large number to acquire or construct homes. The bank has retained
substantially all real estate loans in its portfolio.

         CONSUMER LENDING. We provide all types of consumer loans including
motor vehicles, home improvement, home equity, signature loans and small
personal credit lines. The bank has no indirect lending, and intends to actively
seek to increase its personal lines of credit and home equity loans.



                                       9
<PAGE>   10

                                   COMPETITION

         Our market area is competitive. We compete for loans principally
through the range and quality of service we provide and interest rates. We
believe that our reputation in the community we serve and personal service
philosophy enhances our ability to compete favorably in attracting and retaining
individual and business clients. We actively solicit deposits by offering
clients personal attention, professional service and competitive rates.

         There are other commercial banks, savings and loans and credit unions,
along with other financial institutions that operate in our primary market area.
In addition, many other financial institutions based in the communities
surrounding these areas also actively compete for clients within these market
areas. We also face competition from finance companies, insurance companies,
mortgage companies, securities brokerage firms, money market mutual funds, loan
production offices and other providers of financial services.

                                   MARKET AREA

         The local economy is diversified among manufacturing, retail and
wholesale trades and service industries. The area's retail, distribution,
convention and tourism, health care and services sectors have expanded to offset
the decrease in manufacturing jobs, which has occurred in recent years. The
University of Notre Dame is the area's largest employer and contributes to the
stability of the local economy. South Bend is also home to other colleges and
technical schools providing additional stability and access to a skilled work
force.

         Memorial Hospital and St. Joseph's Medical Center are the two largest
health care providers in the Michiana area. Bosch Corp., Honeywell and A. M.
General Corp. are three of the region's largest manufacturers, and the area is
also home to a number of smaller manufacturing, retail and service businesses.
Many major manufacturing companies are also located in adjacent Elkhart County,
including Coachmen Industries, CTS Corporation and Skyline Corporation. We
believe this diverse commercial base provides significant potential for business
banking services, together with personal banking services for owners and
employees of these entities.

                                    EMPLOYEES

         We have 38 full-time equivalent employees. None of our employees are
covered by a collective bargaining agreement with St. Joseph or the bank. We
consider our employee relations to be excellent.

                           FORWARD-LOOKING STATEMENTS

         When used in this Form 10-QSB, the words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimated",
"project", or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties
including changes in economic conditions in our market area, changes in policies
by regulatory agencies, fluctuations in interest rates, demand for loans in our
market area and competition, that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as to the date made. We wish to
advise readers that the factors listed above could affect our financial
performance and could cause our actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods in any current statements.

         We do not undertake, and specifically disclaim any obligation to
subsequently update or revise any forward-looking statements contained in this
report after the date of the report.


                                       10
<PAGE>   11

                              RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2000

         OVERVIEW. Consolidated net income for the three-month period ended
March 31, 2001 was $309,332 as compared to $208,342 for the same period in 2000
for an increase of $ 100,990 or 48.5%. Basic and diluted income per common share
for the three-month period ended March 31, 2001 increased to $.18 from a basic
and diluted income per common share of $.12 for the corresponding period on
2000, an increase of $.06 per common share or 50.0%. The increase in net income
for the three-month period was comprised of increases in net interest income
after provision for loan losses of $345,667 and noninterest income of $69,721
reduced by an increase in noninterest expense of $126,098.

         NET INTEREST INCOME. Net interest income for the three-months ended
March 31, 2001 and 2000, amounted to $1.4 million and $1.1 million,
respectively. Net interest income represented the difference between interest
income earned on interest earning assets and interest expense on interest
bearing liabilities.

         Interest income increased by $.9 million, from $2.3 million for the
three-month period ended March 31, 2000 to $3.2 million for the three-month
period ended March 31, 2001. The 38.4% rise in interest income for the
three-months ended March 31, 2001 as compared to the similar period in 2000 was
attributable to greater average outstanding balances in interest earning assets,
principally loans receivable. Interest income should continue to grow as the
loan portfolio and other interest earning assets increase.

         Interest expense increased by $.6 million, from $1.2 million for the
three-month period ended March 31, 2000 to $1.8 million for the corresponding
period in 2001. The 50.4% rise in interest expense for the three-months ended
March 31, 2001 as compared to the similar period in 2000 was primarily
attributable to greater average outstanding balances in interest bearing
liabilities as well as the continued competitiveness of the local market on
deposit pricing. Interest expense should also continue to increase as deposits
and Federal Home Loan Bank advances and other borrowings grow. The magnitude of
the increase may vary due to recent changes by the Federal Reserve in short-term
interest rates.

         PROVISION FOR LOAN LOSSES. 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 $80,000 for
the three-month period ended March 31, 2001 compared to $158,000 for the same
period in 2000. At March 31, 2001, the allowance for loan losses was $1,932,000
or 1.41% of total loans receivable compared to $1,428,000 or 1.51% of total
loans receivables at March 31, 2000. The decrease in the allowance for loan
losses as a percentage of total loans receivable was primarily a result of
management's risk assessment of the portfolio. The risk assessment is based on
numerous statistical and other 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 watchlist credits.

         We have not experienced any charge-offs of 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 characteristics. At March 31, 2001, no portion of the
allowance for loan losses was allocated to impaired loan balances, as there were
no loans considered impaired. Management believes the allowance for loan losses
at March 31, 2001 was adequate to absorb losses in the loan portfolio, including
potential losses due to the slowing economy.

         NONINTEREST INCOME. Noninterest income increased by $69,721, from
$22,374 for the three-month period ended March 31, 2000 to $92,095 for the
three-month period ended March 31, 2001. Other income during the period of 2001
consisted of income from the sale of securities available for sale, depository
account service fees and other miscellaneous fees. Other income for 2000
consisted of income from depository account service fees and other miscellaneous
fees offset by losses on the sale of securities available for sale.

         NONINTEREST EXPENSE. The main components of noninterest expense were
salaries and employee benefits, occupancy and equipment, advertising and
promotion, data processing and professional fees for the three-month period
ended March 31, 2001 and 2000. Noninterest expense for 2001 was $864,627 as
compared to $738,529 in 2000, an increase of 17.1%. Management continues to
control overhead expenses without impairing the quality of service provided to
clients.



                                       11
<PAGE>   12

         Salaries and employee benefits experienced the most significant dollar
increase of any noninterest expense component. For 2001, total salaries and
employee benefits were $543,117 compared to $454,200, an increase of 19.6%. The
increase was primarily attributable to the increase in the number of employees
required to service the increased client base, as well as merit and cost of
living raises.

         INCOME TAXES. We have utilized our entire net operating loss carry
forward and have shown adequate profitability to warrant recording our net
deferred tax assets. Consequently, we reversed all of the remaining $260,835
valuation allowance for deferred tax assets during 2000. As we continue to be
profitable, we will continue to report income tax expense.

                               FINANCIAL CONDITION

      MARCH 31, 2001 COMPARED WITH THE DECEMBER 31, 2000 AND MARCH 31, 2000

         Our total assets increased by $5.3 million or 3.0% and $35.1 million or
23.8% to $182.4 million at March 31, 2001 from $177.1 million at December 31,
2000 and $147.3 million at March 31, 2000. The growth during all periods
primarily resulted from an increase in the loan portfolio funded primarily by
deposits received from clients and by FHLB advances. The largest increase in our
balance sheet as of March 31, 2001 as compared to December 31, 2000 and March
31, 2000 was in the loan portfolio.

         CASH AND CASH EQUIVALENTS. Cash and cash equivalents increased by $2.8
million or 14.2% and decreased by $3.4 million or 13.2% to $22.3 million at
March 31, 2001 from $19.5 and $25.7 million at December 31, 2000 and March 31,
2000. Cash and due from banks represented cash maintained at correspondent
banks, in the form of demand deposits as well as cash maintained at the Federal
Reserve Bank of Chicago. The increase and decrease during the two periods is
attributable to the fluctuations in the size of the cash letter that occur
during the normal course of business.

         INVESTMENT PORTFOLIO. Securities available for sale and FHLB stock
totaled $21.8 million at March 31, 2001, which represented a decrease of $2.7
million or 11.2% and $4.3 million or 16.4% from $24.6 million at December 31,
2000 and $26.1 at March 31, 2000. The decrease was a result of sales of
securities available for sale to fund increased loan demand as well as normal
maturities.

         All securities have been classified as available for sale. Available
for sale securities represent those securities which we may decide to sell if
needed for liquidity, asset/liability management or other reasons. Such
securities are reported at fair value with unrealized gains and losses included
as a separate component of shareholders' equity, net of tax. The unrealized gain
on the securities portfolio, net of taxes was $130,496 at March 31, 2001 as
compared to an unrealized loss on the securities portfolio, net of taxes of
$(10,024) and $(771,491) at December 31, 2000 and March 31, 2000.

         LOAN PORTFOLIO. Loans receivable net of allowance for loan losses
increased by $5.6 million or 4.3% and $42.4 million or 45.6% to $135.4 million
at March 31, 2001 from $129.8 million and $93.0 million at December 31, 2000 and
March 31, 2000. The increase was largely attributable to our officer calling
program. The credit quality of our loan portfolio continues to be strong. The
weakening economy may result in problem loans, but we expect the problems to be
manageable and of lesser scope than for larger financial institutions.

         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
occur.


                                       12
<PAGE>   13

         DEPOSITS. Deposits increased by $.9 million or .8% and $11.2 million or
10.0% to $123.4 million at March 31, 2001 from $122.4 million and $112.1 million
at December 31, 2000 and March 31, 2000. The increase in deposits for these
periods was a result of periodic aggressive pricing programs for deposits,
ongoing marketing efforts and the hiring of new personnel. Management also
believes the increase was a reaction by clients to the acquisitions and mergers
of local banks by transferring their financial business to community banks that
have the ability to offer more personalized service.

         FHLB ADVANCES. As a result of our membership in the Federal Home Loan
Bank of Indianapolis, we have the ability to borrow for short or long-term
purposes under a variety of programs. FHLB advances increased by $4.0 million
and $20.6 million to $31.6 million as of March 31, 2001 from $27.6 million and
$11.0 million at December 31, 2000 and March 31, 2000. As of March 31, 2001, the
Bank held $1,578,500 of FHLB stock. The increases primarily resulted as we used
FHLB advances for loan funding and general liquidity purposes.

                                CAPITAL RESOURCES

         The accumulated deficit at March 31, 2000 was $(561,522). Due to our
profit of $1,021,572 during 2000, this accumulated deficit was wiped out and we
had retained earnings of $251,708 as of December 31, 2000. Retained earnings
increased to $561,040 during the three-months ended March 31, 2001 due to our
continued profits.

         Total shareholders' equity was $19.0 million as of March 31, 2001, an
increase of $.4 million from $18.6 million as of December 31, 2000 and $2.0
million from $17.0 million as of March 31, 2000. The increase resulted from the
increase in the net income for the periods and the changes in the net unrealized
gain on securities available for sale, net of tax.

         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 March
31, 2001:

<TABLE>
<CAPTION>

                                        -----------------------     Minimum Required To Be
--------------------------------------      Minimum Required         Well Capitalized Under     Corporation's
                                               For Capital          Prompt Corrective Action       Capital      Bank's Capital
            March 31, 2001                  Adequacy Purposes             Regulations               Ratio           Ratio
--------------------------------------  -----------------------   --------------------------- ---------------- ----------------
<S>                                       <C>                       <C>                        <C>              <C>
Ratio of Total Capital to Risk
   Weighted Assets                                 8.0%                       10.0%                 14.8%           13.6%
Ratio of Tier 1 Capital to Risk
   Weighted Assets                                 4.0%                        6.0%                 13.6%           12.4%
Ratio of Tier 1 Capital to Average
   Assets                                          4.0%                        5.0%                 10.5%            9.8%
</TABLE>

         The Bank and the Corporation exceeded the applicable minimum regulatory
capital requirements at March 31, 2001 and were considered to be well
capitalized.

         Restrictions exist regarding the ability of the Bank to transfer funds
to the Corporation in the form of cash dividends, loans or advances. No cash or
other dividends were declared or paid during the three-month period ended March
31, 2001 and 2000.

         As of March 31, 2001, management was not aware of any current
recommendations by the banking regulatory authorities which, if they were to be
implemented, would have, or are reasonably likely to have, a material adverse
effect on our liquidity, capital resources or operations.



                                       13
<PAGE>   14
                           ASSET/LIABILITY MANAGEMENT
                                    LIQUIDITY

         Liquidity relates primarily to our ability to fund loan demand, meet
deposit clients' withdrawal requirements and provide for operating expenses.
Assets used to satisfy these needs consist of cash and due from banks, federal
funds sold, interest bearing deposits in other financial institutions and
securities available for sale. These assets are commonly referred to as liquid
assets. Liquid assets were $42.5 million at March 31, 2001 compared to $42.7
million at December 31, 2000 and $51.3 million at March 31, 2000.

         The statements of cash flows for the periods presented provide an
indication of our sources and uses of cash as well as an indication of our
ability to maintain an adequate level of liquidity. A discussion of the
statements of cash flows for the three-month period ended March 31, 2001 and
2000 follows.

         During both periods presented, we experienced a net increase in cash
from operating activities. Net cash from operating activities was $.4 million
during the three-month period ended March 31, 2001 compared to $.6 million for
the corresponding period in 2000. The increase in cash from operating activities
was primarily a result of our ability to generate an operating profit of $.3
million during the three-month period ended March 31, 2001 and $.2 million
during the three-month period ended March 31, 2000.

         For the three-month period ended March 31, 2001 and 2000, we
experienced a net decrease in net cash from investing activities. Net cash from
investing activities was $(2.7) million and $(4.3), respectively. The changes in
net cash from investing activities include purchases, sales, maturities and
calls of securities available for sale, growth in loans receivable and purchases
of premises and equipment.

         Net cash flow from financing activities was $5.1 million and $16.2
million, respectively. During the three-month period ended March 31, 2001, the
increase was primarily attributable to the growth in Federal Home Loan Bank
advances of $4.0 million. During the same period of 2000, the increase was
primarily attributable to the growth in total deposits and Federal Home Loan
Bank advances of $13.9 million and $3.5 million, respectively.

                       MANAGEMENT OF INTEREST SENSITIVITY

         A number of measures are used to monitor and manage interest rate risk,
including income simulation, economic value of equity analysis and interest
sensitivity (GAP) analysis. An income simulation model is management's primary
tool used to assess the direction and magnitude of variations in net interest
income resulting from changes in interest rates. Key assumptions in the model
include repayment speeds on various loan and investment assets; cash flow and
maturities of financial instruments held for purposes other than trading;
changes in market conditions, loan volumes, and pricing; deposit sensitivity;
client preferences; and management's capital plans. These assumptions are
inherently uncertain, subject to fluctuations and revision in a dynamic
environment and as a result, 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 management strategies, among other factors.

         Results of the simulation done as of March 31, 2001, suggest that we
could expect net interest income to increase by approximately $261,000, if
interest rates gradually decline by 100 basis points over the next twelve
months, and to decrease approximately $142,000, 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. In addition to changes in interest rates, the level of future net interest
income is also dependent on a number of other variables, including growth,
composition and absolute levels of deposits, loans, and other earning assets and
interest bearing liabilities, economic and competitive conditions, client
preference and other factors. Other simulations are run quarterly looking at
changes to interest income given 200 and 300 basis point changes in interest
rates.

         Results of the economic value of equity analysis done as of March 31,
2001, suggest that we could expect the value of our equity to decrease (.23)%
and (33)%, if there was an immediate interest rate shift upward of 100 and 200
basis points and to decrease (2.44)% and (7.04)%, if there was an immediate
interest rate shift downward of 100 and 200 basis points. Management believes
the scenarios indicate a bank that has relatively low overall interest rate
risk.



                                       14

<PAGE>   15

         Austin Advisors, Inc., a firm specializing in consulting and providing
assistance to banks, performs a formal asset/liability management analysis on a
monthly basis. This information is presented and reviewed by the Asset/Liability
Committee.

                     IMPACT OF INFLATION AND CHANGING PRICES

         The majority of our assets and liabilities are monetary in nature and
therefore we differ greatly from most commercial and industrial companies that
have significant investments in fixed assets or inventories. However, inflation
does have an important impact on the growth of total assets in the banking
industry and the resulting need to increase equity capital at higher than normal
rates in order to maintain an appropriate equity to assets ratio. Inflation
significantly affects noninterest expense, which tends to rise during periods of
general inflation.

                         RECENT REGULATORY DEVELOPMENTS

         The Gramm-Leach-Bliley Act (the "Act"), which was enacted in November,
1999, allows eligible bank holding companies to engage in a wider range of
nonbanking activities, including greater authority to engage in securities and
insurance activities. Under the Act, an eligible bank holding company that
elects to become a financial holding company may engage in any activity that the
Board of Governors of the Federal Reserve System (the "Federal Reserve"), in
consultation with the Secretary of the Treasury, determines by regulation or
order is financial in nature, incidental to any such financial activity, or
complementary to any such financial activity and does not pose a substantial
risk to the safety or soundness of depository institutions or the financial
system generally. National banks are also authorized by the Act to engage,
through "financial subsidiaries," in certain activity that is permissible for
financial holding companies (as described above) and certain activity that the
Secretary of the Treasury, in consultation with the Federal Reserve, determines
is financial in nature or incidental to any such financial activity.

         Although various bank regulatory agencies have issued regulations as
mandated by the Act, except for the jointly issued privacy regulations, the Act
and its implementing regulations have had little impact on the daily operations
of the Company and the Bank and, at this time, it is not possible to predict the
impact the Act and its implementing regulations may have on the Company or the
Bank. As of the date of this filing, the Company has not applied for or received
approval to operate as a financial holding company. In addition, the Bank has
not applied for or received approval to establish any financial subsidiaries.
Less than 10% of all bank holding companies have elected to become financial
holding companies.

                        RECENT ACCOUNTING PRONOUNCEMENTS

         SFAS No. 133 Accounting for Derivative Instruments and Hedging
Activities, as amended by SFAS No. 137 and 138, requires derivative instruments
be carried at fair value on the balance sheet. The statement continues to allow
derivative instruments to be used to hedge various risks and sets forth specific
criteria to be used to determine when hedge accounting can be used. The
statement also provides for offsetting changes in fair value or cash flows of
both the derivative and the hedged asset or liability to be recognized in
earnings in the same period; however, any changes in fair value or cash flow
that represent the ineffective portion of a hedge are required to be recognized
in earnings and cannot be deferred. For derivative instruments not accounted for
as hedges, changes in fair value are required to be recognized in earnings. The
adoption of this statement on January 1, 2001 has had no material effect on the
consolidated financial statements.

                           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.


                                       15
<PAGE>   16

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.


                                   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:  May 10, 2001                        /s/ John W. Rosenthal
                                           -------------------------------------
                                           John W. Rosenthal
                                           President

Date:  May 10, 2001                        /s/ Edward R. Pooley
                                           -------------------------------------
                                           Edward R. Pooley
                                           Principal Financial Officer




                                       16