<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, 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:

     1,678,112 shares of common stock, $0.01 par value per share, were
outstanding as of November 8, 2001.

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




<PAGE>


                                TABLE OF CONTENTS

                                                                        PAGE
                                                                       NUMBER
                                                                       ------
                         PART I - FINANCIAL INFORMATION

ITEM 1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              Condensed Consolidated Balance Sheets,
                   September 30, 2001 (Unaudited), December 31,
                      2000 (Audited)                                      3

              Condensed Consolidated Statements of Income,
                   Three Months Ended September 30, 2001 and
                      2000 (Unaudited)                                    4
                   Nine Months Ended September 30, 2001 and
                      2000 (Unaudited)

              Condensed Consolidated Statements of Changes in
                Shareholders' Equity,
                   Three Months Ended September 30, 2001 and
                      2000 (Unaudited)
                   Nine Months Ended September 30, 2001 and
                      2000 (Unaudited)                                    5

              Condensed Consolidated Statements of Cash Flows,
                   Nine Months Ended September 30, 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                                              13

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                                                               14




                                       2



<PAGE>
ITEM 1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         PART I - FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                 SEPTEMBER 30,     DECEMBER 31,
ASSETS                                               2001              2000
                                                 (UNAUDITED)        (AUDITED)
                                                 ------------     ------------
    Cash and due from banks                      $ 10,800,773     $ 10,761,934
    Interest-bearing deposits in other
      financial institutions-short-term            17,549,480          181,342
    Federal funds sold                             15,600,000        8,600,000
                                                 ------------     ------------
             Total cash and cash equivalents       43,950,253       19,543,276
    Securities available for sale                  25,524,326       23,171,754
    Federal Home Loan Bank (FHLB) stock             1,628,500        1,378,500
    Loans receivable, net of allowance
      for loan losses of $2,210,000 at
      September 30, 2001 and $1,852,000
      at December 31, 2000                        137,782,023      129,840,947
    Accrued interest receivable                     1,042,406        1,112,052
    Premises and equipment, net                     1,315,809        1,411,981
    Other assets                                      420,871          612,369
                                                 ------------     ------------
             Total Assets                        $211,664,188     $177,070,879
                                                 ============     ============


LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
    Deposits
         Noninterest-bearing demand              $ 19,667,775     $ 19,331,110
         Savings, NOW and money market             77,390,170       72,259,033
         Certificates of deposit                   54,025,181       30,841,379
                                                 ------------     ------------
             Total deposits                       151,083,126      122,431,522
    Securities sold under agreements
      to repurchase                                 9,816,824        8,083,473
    FHLB advances                                  30,570,000       27,570,000
    Accrued interest payable                          274,762          238,386
    Other liabilities                                  93,570          186,924
                                                 ------------     ------------
             Total Liabilities                    191,838,282      158,510,305
SHAREHOLDERS' EQUITY
    Common stock, $.01 par value,
         2,500,000 shares authorized;
         1,675,112 shares issued and
         outstanding at September 30, 2001
         and December 31, 2000                         16,751           16,751
    Additional paid in capital                     18,301,429       18,302,139
    Retained earnings                               1,196,803          251,708
    Accumulated other comprehensive
      income (loss), net of tax of $207,282
      and $(6,683) at September 30, 2001
      and December 31, 2000                           310,923          (10,024)
                                                 ------------     ------------
             Total shareholders' equity            19,825,906       18,560,574
                                                 ------------     ------------

             Total liabilities and
               shareholders' equity              $211,664,188     $177,070,879
                                                 ============     ============




           See accompanying notes to condensed consolidated financial
                            statements (unaudited).



                                       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, 2001   Sept 30, 2000   Sept 30, 2001   Sept 30, 2000
                                               -------------   -------------   -------------   -------------
<S>                                            <C>             <C>             <C>             <C>
Interest and dividend income
    Loans receivable, including fees           $   2,635,299   $   2,533,092   $   8,156,100   $   6,538,079
    Securities available for sale - taxable          338,721         340,632         890,456       1,173,637
    Securities available for sale - tax exempt        54,154           8,493         129,085          25,517
    FHLB stock                                        29,759          18,490          88,941          37,042
    Federal funds sold                                63,685          54,533         219,453         152,524
    Other interest earning assets                     64,512           1,585          68,930           3,899
                                               -------------   -------------   -------------   -------------
           Total interest and dividend income      3,186,130       2,956,825       9,552,965       7,930,698

Interest expense
    Deposits                                       1,169,672       1,409,991       3,737,897       3,696,077
    Federal funds purchased                               --          16,263          24,699          29,672
    Securities sold under agreements to
      repurchase                                      53,324          84,509         183,387         219,876
    FHLB advances                                    458,742         238,510       1,307,695         510,432
                                               -------------   -------------   -------------   -------------
           Total interest expense                  1,681,738       1,749,273       5,253,678       4,456,057
                                               -------------   -------------   -------------   -------------

NET INTEREST INCOME                                1,504,392       1,207,552       4,299,287       3,474,641

Provision for loan losses                            152,000         140,000         358,000         486,000
                                               -------------   -------------   -------------   -------------
NET INTEREST INCOME AFTER PROVISION FOR
    LOAN LOSSES                                    1,352,392       1,067,552       3,941,287       2,988,641

Noninterest income
    Gain/(loss) on sales and calls of
      securities available for sale, net              72,093          (6,327)        150,268         (19,916)
    Other income                                      92,971          54,540         245,997         145,660
                                               -------------   -------------   -------------   -------------
           Total noninterest income                  165,064          48,213         396,265         125,744

Noninterest expense
    Salaries and employee benefits                   643,614         504,042       1,777,771       1,451,575
    Occupancy and equipment                          127,696          99,057         354,665         297,711
    Other expense                                    261,318         228,216         709,821         613,788
                                               -------------   -------------   -------------   -------------
           Total noninterest expense               1,032,628         831,315       2,842,257       2,363,074
                                               -------------   -------------   -------------   -------------

INCOME BEFORE INCOME TAXES                           484,828         284,450       1,495,295         751,311

Income tax expense                                   163,900          12,636         550,200          12,448
                                               -------------   -------------   -------------   -------------

NET INCOME                                     $     320,928   $     271,814   $     945,095   $     738,863
                                               =============   =============   =============   =============

Basic income per common share                  $         .19   $         .16   $         .56   $         .44
                                               =============   =============   =============   =============

Diluted income per common share                $         .19   $         .16   $         .56   $         .44
                                               =============   =============   =============   =============
</TABLE>


           See accompanying notes to condensed consolidated financial
                            statements (unaudited).


                                       4


<PAGE>


ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                               Three Months     Three Months    Nine Months     Nine Months
                                                   Ended           Ended            Ended          Ended
                                               Sept 30, 2001   Sept 30, 2000   Sept 30, 2001   Sept 30, 2000
                                                   Total           Total            Total          Total
                                               Shareholders'   Shareholders'   Shareholders'   Shareholders'
                                                   Equity         Equity           Equity         Equity
                                               -------------   -------------   -------------   -------------
<S>                                            <C>             <C>             <C>             <C>
BALANCE AT BEGINNING OF PERIOD:                $  19,306,210   $  17,297,310   $  18,560,574   $  16,799,010

Comprehensive income:
    Net income                                       320,928         271,814         945,095         738,863

    Net change in net unrealized
      appreciation (depreciation) on
      securities available for sale, net
      of reclassification adjustments
      and tax effects                                208,428         398,980         320,947         430,231
                                               -------------   -------------   -------------   -------------

           Total comprehensive income                529,356         670,794       1,266,042       1,169,094

Purchase of 13,823 shares of treasury
    stock for the three months ended
    September 30, 2001 and the purchase
    of 16,723 shares of treasury stock for
    the nine months ended September 30, 2001        (189,375)             --        (222,440)             --

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                               179,715              --         221,730              --
                                               -------------   -------------   -------------   -------------

BALANCE AT END OF PERIOD:                      $  19,825,906   $  17,968,104   $  19,825,906   $  17,968,104
                                               =============   =============   =============   =============

</TABLE>



           See accompanying notes to condensed consolidated financial
                            statements (unaudited).

                                       5


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

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                NINE MONTHS     NINE MONTHS
                                                   ENDED           ENDED
                                               SEPT 30, 2001   SEPT 30, 2000
                                               -------------   -------------
Cash flows from operating activities
     Net income                                $     945,095   $     738,863
     Adjustments to reconcile net income
       to net cash from operating activities
         Depreciation                                211,393         196,236
         Provision for loan losses                   358,000         486,000
         Net amortization on securities
              available for sale                      90,057          60,078
         (Gain)/loss on sales and calls
              of securities available for
              sale, net                             (150,268)         19,916
         Gain on sales of equipment, net                (615)             --
         Net change in
              Accrued interest receivable             69,646          31,152
              Other assets                           (90,204)         41,883
              Deferred and accrued
                income tax, net                       67,737        (607,184)
              Accrued interest payable                36,376          92,849
              Other liabilities                      (93,354)         87,362
                                               -------------   -------------
                 NET CASH FROM OPERATING
                   ACTIVITIES                      1,443,863       1,147,155

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of securities available for sale   (21,493,176)     (2,448,628)
     Proceeds from sales of securities
       available for sale                         14,735,727       7,928,572
     Proceeds from maturities and calls
       of securities available for sale            5,000,000       1,660,000
     Purchase of FHLB stock                         (250,000)       (489,700)
     Net change in loans receivable               (8,299,076)    (35,260,803)
     Proceeds from sales of equipment                  6,237              --
     Purchase of premises and equipment             (120,843)       (168,994)
                                               -------------   -------------
         Net cash from investing activities      (10,421,131)    (28,779,553)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in deposits                       28,651,604      24,112,695
     Net change in federal funds purchased                --              --
     Net change in securities sold under
       agreements to repurchase                    1,733,351        (499,300)
     Proceeds from FHLB advances                   5,000,000      11,570,000
     Repayment of FHLB advances                   (2,000,000)     (4,000,000)
     Proceeds from sales of treasury stock           221,730              --
     Purchase of treasury stock                     (222,440)             --
                                               -------------   -------------
         Net cash from financing activities       33,384,245      31,183,395
                                               -------------   -------------
Net change in cash and cash equivalents           24,406,977       3,550,997
Cash and cash equivalents at beginning
     of period                                    19,543,276      13,266,115
                                               -------------   -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD     $  43,950,253   $  16,817,112
                                               =============   =============

Supplemental disclosures of cash flow
  information
     Cash paid during the period for
         Interest                              $   5,217,302   $   4,363,208
         Income taxes                                281,000         609,491

           See accompanying notes to condensed consolidated financial
                            statements (unaudited).


                                       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

     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
$211.7 million as of September 30, 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.

     The following discussion provides additional information regarding our
operations for the three and nine month periods ended September 30, 2001 and
2000 and financial condition as of September 30, 2001 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
10-KSB.

                           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,
competition, and other factors that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. For additional information about these factors, please review our
filings with The Securities and Exchange Commission. 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.

     The forward-looking statements contained in this report are made only as of
the date of this report.

                               FINANCIAL CONDITION

     During the first nine months of 2001, our assets increased from $177.1
million on December 31, 2000, to $211.7 million on September 30, 2001. This
represents a total increase in assets of $34.6 million, or 19.5%. The asset
growth was comprised primarily of an $8.0 million increase in net loans, an
increase of $2.4 million in investment securities and an increase of $24.4
million in cash and cash equivalents. The increase in assets was primarily
funded by a $28.7 million growth in deposits, an increase of $3.0 million in
Federal Home Loan Bank advances and an increase of $1.7 million in securities
sold under agreements to repurchase.

     CASH AND CASH EQUIVALENTS. Cash and cash equivalents increased by $24.4
million to $44.0 million at September 30, 2001 from $19.6 million at December
31, 2000. This increase was primarily the result of the increase in interest
bearing deposits in other financial institutions. The increase was a result of
management transferring excess funds out of short-term low yielding federal
funds sold into higher yielding money market savings accounts due to the
unusually low fed funds rate environment.


                                       7


<PAGE>



     INVESTMENT PORTFOLIO. Securities available for sale totaled $25.5 million
at September 30, 2001, which represented an increase of $2.4 million or 10.4%
from $23.1 million at December 31, 2000. The increase was a result of management
investing excess cash into higher yielding assets.

     LOAN PORTFOLIO. Loans receivable net of allowance was $137.8 million at
September 30, 2001 reflecting an $8.0 million increase of 6.2% from $129.8
million at December 31, 2000. Commercial loans increased by $2.3 million during
the first nine months of 2001 and totaled $92.0 million, or 65.7% of the total
loan portfolio. The continued significant concentration of the loan portfolio in
commercial loans and the continued future growth of this portion 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 is the
primary source of demand deposits.

     Residential mortgage loans also increased by $6.9 million and consumer
loans decreased by $1.2 million, during the first nine months of 2001. As of
September 30, 2001, these loan types totaled a combined $48.0 million, or 34.3%
of the total loan portfolio. Although residential mortgage loan and consumer
loan portfolios have increased and are expected to continue to increase in
future periods, given our stated strategy, the commercial sector of the lending
efforts and resultant 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 substantial evidence of a much slower economy during the
first nine months of 2001. This had led to significant lower market interest
rates and an increase in refinancing of loans by borrowers. During this period
we have grown and have maintained our interest rate spread, while experiencing
no significant change in asset quality or in non-performing loan totals.
However, a slowing economy could result in some increase in problem assets,
which could possibly result in some increase in losses on loans.

     Along with other financial institutions, management shares a concern for
the possible continued softening of the economy in 2001 and into 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 further 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
occur.


         DEPOSITS. Deposits increased $28.7 million during the first nine months
of 2001, totaling $151.1 million at September 30, 2001. Certificates of deposit,
which comprised 35.8% of total deposits, increased $23.2 million during the
first nine months of 2001. Savings, NOW and money market accounts, which
comprised 51.2% of total deposits, increased $5.1 million during the first nine
months of 2001. The increase in deposits in general was a result of successful
marketing campaigns by the Bank as well as a significant increase in market
liquidity due to the tragic events surrounding September 11, 2001. As of
September 30, 2001, we had $3.0 million in deposits placed by a broker for a
fee.


                                       8


<PAGE>


     FHLB ADVANCES. FHLB advances increased by $3.0 million to $30.6 million as
of September 30, 2001 from $27.6 million at December 31, 2000. As of September
30, 2001, the bank held $1,628,500 of FHLB stock. The increases in FHLB advances
primarily resulted as we used FHLB advances for loan matching, for hedging
against the possibility of rising interest rates and general liquidity purposes.

                                    LIQUIDITY

     Liquidity is measured by our ability to raise funds through deposits,
borrowed funds, capital or cash flow from the repayment of loans and investment
securities. These funds are used to meet deposit withdrawals, maintain reserve
requirements, fund loans and support our operations. Liquidity is primarily
achieved through the growth of deposits and liquid assets such as securities
available for sale, matured securities, and federal fund sold. Asset and
liability management is the process of managing our balance sheet to achieve a
mix of earning assets and liabilities that maximizes profitability, while
providing adequate liquidity.

     Our liquidity strategy is to fund loan growth with deposits, repurchase
agreements and Federal Home Loan Bank (FHLB) advances and to maintain adequate
level of short-term investments to meet typical daily loan and deposit activity.
Since the bank opened in February 1997, deposit and repurchase agreement growth
from depositors located in our market area as well as Federal Home Loan Bank
advances has been sufficient to meet our substantial loan growth. In the future,
to assist in providing the additional funds, we may increase the amount of
certificates of deposit from clients outside of our market area and placed by
brokers for a fee, as well as certificates of deposit obtained from the deposit
owners directly. We may rely on out-of-area deposits to fund future asset
growth. As of September 30, 2001 we had $3.0 million in deposits placed by a
broker for a fee.

     Our bank has the ability to borrow money on a daily basis through
correspondent banks via established federal funds purchased lines; however, we
view these funds as only a secondary and temporary source of funds. We borrowed
an average of $610 thousand in federal funds during the first nine months of
2001. Our bank's federal funds sold position averaged $6.3 million during the
first nine months of 2001.

     In addition to normal 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, 2001, our bank had a total of $62.7
million in unfunded loan commitments and $1.9 million in unfunded standby
letters of credit. We monitor fluctuations in loan balances and commitment
levels, and include such data in managing our overall liquidity.

                                CAPITAL RESOURCES

     Shareholders' equity is a noninterest-bearing source of funds that provides
support for asset growth. Shareholders' equity was $19.8 million at September
30, 2001, an increase of $1.3 million from $18.6 million as of December 31,
2000. The increase was mainly attributable to net income of $945,095 recorded
for the first nine months of 2001, as well as the net change in the unrealized
gain on securities available for sale.

     We are subject to regulatory capital requirements administered by the State
of Indiana and federal banking agencies. Failure to meet the various capital
requirements can initiate 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 banking regulations. The capital ratios
of the company and the bank as of September 30, 2001 are disclosed in the table
below.

<TABLE>
<CAPTION>
                                                                Minimum Required To Be
                                        Minimum Required For    Well Capitalized Under      Corporation's
                                            For Capital        Prompt Corrective Action       Capital        Bank's Capital
     September 30, 2001                  Adequacy Purposes            Regulations             Ratio             Ratio
-----------------------------------     --------------------   ------------------------     -------------    --------------
<S>                                             <C>                      <C>                  <C>               <C>
Ratio of Total Capital to Risk
   Weighted Assets                              8.0%                     10.0%                14.5%             13.33%
Ratio of Tier 1 Capital to Risk
   Weighted Assets                              4.0%                      6.0%                13.2%             12.08%
Ratio of Tier 1 Capital to Average
   Assets                                       4.0%                      5.0%                 9.8%              8.90%

</TABLE>



                                       9



<PAGE>

                              RESULTS OF OPERATIONS

     OVERVIEW. Consolidated net income for the third quarter of 2001 was
$320,928 ($.19 per basic and diluted share), which represents an 18.1% increase
over net income of $271,814 ($.16 per basic and diluted share) recorded during
the third quarter of 2000. Net income for the first nine months of 2001 was
$945,095 ($.56 per basic and diluted share), which represents a 27.9% increase
over net income of $738,863 ($.44 per basic and diluted share) recorded during
the first nine months of 2000. The improvement in net income during both time
periods was primarily the result of an increase in net interest income, higher
noninterest income and greater employee efficiency.

     INTEREST INCOME. Interest income during the third quarter of 2001 was
$3,186,130, a 7.8% increase over the $2,956,825 earned during the third quarter
of 2000. Interest income during the first nine months of 2001 was $9,552,965, a
20.5% increase over the $7,930,698 earned during the first nine months of 2000.
The growth that was obtained in interest income during both periods was
attributable to greater average outstanding balances in interest earning assets,
principally loans receivable. During the third quarter of 2001, earning assets
averaged $178.4 million, an increase from average earning assets of $143.1
million during the third quarter of 2000. During the first nine months of 2001,
earning assets averaged $173.0 million, an increase from average earning assets
of $132.2 million during the same period in 2000. The growth in interest income
during the third quarter of 2001 and the first nine months of 2001 was
negatively impacted by the decline in yield on earning assets. During the third
quarters of 2001 and 2000, the weighted average yield on earning assets was
6.95% and 8.16%, respectively. During the first nine months of 2001 and 2000,
the weighted average yield on earning assets was 7.25% and 7.93%, respectively.
The decrease in yields in 2001 was primarily due to the overall decline of
market interest rates during the first nine months, in part evidenced by the 400
basis point drop in the prime rate since January 3, 2001. Interest income should
continue to grow as the loan portfolio and other interest earning assets
increase.

     INTEREST EXPENSE. Interest expense during the third quarter of 2001 was
$1,681,738, a 3.9% decrease over the $1,749,273 expensed during the third
quarter of 2000. Interest expense during the first nine months of 2001 was
$5,253,678, a 17.9% increase over the $4,456,057 expensed during the first nine
months of 2000. The decline in interest expense during the third quarter of 2001
compared to the same period in 2000 was result of the significant reduction in
market interest rates that has taken place during 2001 that did not occur in the
same period in 2000. The growth in interest expense on a year-over-year basis
was primarily attributable to the growth in liabilities, which were needed to
fund the increase in earning assets outlined above. During the third quarter of
2001, interest-bearing liabilities averaged $163.3 million, higher than the
average interest-bearing funds of $121.8 million during the third quarter of
2000. During the first nine months of 2001, interest-bearing liabilities
averaged $151.4 million, higher than the average interest-bearing funds of
$111.1 million during the same time period in 2000. Positively impacting
interest expense during the first nine months and the third quarter of 2001 was
the decline in the cost of interest-bearing funds due to the decline in market
rates as mentioned above. During the third quarters of 2001 and 2000,
interest-bearing liabilities had a weighted average rate of 4.09% and 5.98%,
respectively, reflecting the above-mentioned decline in market interest rates.
During the first nine months of 2001, interest-bearing liabilities had a
weighted average rate of 4.63%, lower than the weighted average rate of 5.55%
during the first nine months of 2000. The increasing interest rate environment
during 2000, that peaked toward the end of the second quarter 2000 and remained
relatively stable throughout the remainder of 2000, resulted in an increased
cost of funds during the second six months of 2000. The significant decline in
market interest rates during 2001 resulted in a substantial decline in the cost
of funds over the past nine months that is not reflected in the nine month 2001
and 2000 comparison but is reflected in the third quarter 2001 and 2000
comparison. A continued decline in the cost of interest-bearing liabilities is
expected so long as market interest rates remain at current levels or continue
to decline further.



     NET INTEREST INCOME. Net interest income during the third quarter of 2001
was $1,504,392, an increase of 24.6% over the $1,207,552 earned during the third
quarter of 2000. Net interest income during the first nine months of 2001 was
$4,299,287, a substantial increase of 23.7% over the $3,474,641 earned during
the same time period in 2000. The net interest margin on a fully tax equivalent
(FTE) basis declined from 3.35% during the third quarter of 2000 to 3.26% in the
third quarter of 2001, and declined from 3.50% during the first nine months of
2000 to 3.36% in the first nine months of 2001. Although our bank experienced
significant asset growth during the third quarter of 2001 and the first nine
months of 2001 when compared to the same time periods in 2000, the net interest
margin declined primarily due to the rapid decline in market interest rates that
occurred during the first nine months of 2001 and our vulnerability to such an
event in the short term time horizon. The level of





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loans tied to the prime rate is more than the level of non-certificate of
deposit funding products. As a result, and despite the fact that most of the
major interest rate indices declined in a similar manner, each time market
interest rates declined our net interest margin was negatively impacted.
However, we believe that this repricing gap is short term in nature. As interest
rates stabilize and a significant volume of certificates of deposit mature and
reprice at much lower levels throughout the remainder of 2001 and into 2002, the
net interest margin is expected to improve. The margin in the third quarter of
2001 was 3.26%, which was lower than the 3.47% for the second quarter of 2001.
This expectation is further supported by the results of the net interest income
simulation analysis completed as of September 30, 2001, as presented and
discussed under the heading Management of Interest Sensitivity.

     ALLOWANCE FOR LOAN LOSSES. Provisions to the allowance for loan losses
during the third quarter of 2001 were $152,000, an increase from the $140,000
expensed during the same time period in 2000. Provisions to the allowance for
loan losses during the first nine months of 2001 were $358,000, a decrease from
the $486,000 expensed during the same time period in 2000. The allowance for
loan losses as a percentage of total loans outstanding as of September 30, 2001
was 1.58%, compared to 1.41% at December 31, 2000. The increase 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.

     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 vast 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 function. For retail
loans, reserve allocation factors are based upon the type of credit. The Reserve
Analysis is reviewed regularly by senior 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. At September 30, 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 September 30, 2001 was adequate to absorb losses in the loan
portfolio, including potential losses due to the slowing economy.




     NONINTEREST INCOME. Noninterest income during the third quarter of 2001 was
$165,064, an increase of 242.4% over the $48,213 earned during the same time
period in 2000. Noninterest income during the first nine months of 2001 was
$396,265, an increase of 215.1% over the $125,744 earned during the same time
period in 2000. Noninterest income, excluding the net gains on sales of
securities and equipment, during the first nine months of 2001 was $245,382, an
increase of 68.5% over the $145,660 earned during the same time period in 2000.
Excluding the net gains on sales of securities, service charge income accounted
for the increase in noninterest income. The increase in service charge income
during both time periods primarily resulted from new accounts opened during the
last 12 months. For the first nine months of 2001, the gain on the sale of
investment securities amounted to $150,268, compared to a loss on the sale of
investment securities of $19,916 during the same period in 2000. For the third
quarter of 2001, the gain on the sale of investment securities amounted to
$72,093 compared to a loss of $6,327 for the same period of 2000.



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<PAGE>


         NONINTEREST EXPENSE. Noninterest expense during the third quarter of
2001 was $1,032,628, an increase of 24.2% over the $831,315 expensed during the
same time period in 2000. Noninterest expense during the first nine months of
2001 was $2,842,257, an increase of 20.3% over the $2,363,074 expensed during
the same time period in 2000. An increase in salaries and benefits, as well as
general overhead costs, was recorded. The increases in salaries and benefits
primarily resulted from the hiring of additional staff and annual pay increases.
General overhead costs have also increased reflecting the additional expenses
required to administer our increased asset base.

     Monitoring and controlling noninterest costs, while at the same time
providing high quality service to clients, is one of our top priorities. Our
efficiency ratio, computed by dividing noninterest expenses by net interest
income plus noninterest income, was 61.85% and 60.53% during the third quarter
and first nine months of 2001, respectively. These levels compare favorably to
our efficiency ratio of 66.20% and 65.63% during the third quarter and first
nine months of 2000, respectively. A higher level of net revenue growth (net
interest income plus noninterest income) when compared to the growth in overhead
costs has lead to improved efficiency ratios and overall profitability.

     TAXES. Federal income tax expense was $163,900 and $550,200 during the
third quarter and first nine months of 2001, respectively. Federal income tax
expense was $12,636 during the third quarter and $12,448 for the first nine
months of 2000. 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 in 2000. As we continue to be profitable, we
will continue to report income tax expense.

                       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 technique. 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.




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<PAGE>

     We conducted multiple simulations as of September 30, 2001, 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 increase by approximately $193,000, if interest rates
gradually decline by 100 basis points over the next twelve months, and to
decrease approximately $193,000, 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. Other
simulations are run quarterly looking at changes 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,
2001, suggest that we could expect the value of our equity to increase 2.88% and
5.87%, if there was an immediate interest rate shift upward of 100 and 200 basis
points and to decrease (5.98)% and (14.16)%, if there was an immediate interest
rate shift downward of 100 and 200 basis points. Management believes the
different scenarios indicate a bank that has relatively low overall interest
rate risk.

                        RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board "FASB" issued
Statement of Financial Accounting Standards "SFAS" No. 141, "Business
Combinations." SFAS No. 141 requires all business combinations within its scope
to be accounted for using the purchase method, rather than pooling-of-interests
method. The provisions of this Statement apply to all business combinations
initiated after June 30, 2001. The adoption of this statement will only have an
impact on our financial statements if we enter into a business combination.

     Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which addresses the accounting for such assets arising from
prior and future business combinations. Upon the adoption of this statement,
goodwill arising from business combinations will no longer be amortized, but
rather will be assessed regularly for impairment, with any such impairment
recognized as a reduction to earnings in the period identified. Other identified
intangible assets, such as core deposit intangible assets, will continue to be
amortized over their estimated useful lives. We are required to adopt this
statement on January 2002, and early adoption is not permitted. The adoption of
this statement will not have an impact on our financial statements, as we do not
have any intangible assets.


                           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.



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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:  November 8, 2001           /s/ John W. Rosenthal
                                  ---------------------------------------------
                                  John W. Rosenthal
                                  President

Date:  November 8, 2001           /s/ Edward R. Pooley
                                  ---------------------------------------------
                                  Edward R. Pooley
                                  Principal Financial Officer


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