<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 June 30, 2002

         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
of incorporation or organization)                     Identification Number)


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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

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

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

<PAGE>


                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          NUMBER
                                                                          ------

                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

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

                  Condensed Consolidated Statements of Income,
                           Three Months Ended June 30, 2002 and 2001
                           (Unaudited) Six Months Ended June 30, 2002
                           and 2001 (Unaudited)                              4

                  Condensed Consolidated Statements of Changes in
                           Shareholders' Equity, Three Months Ended
                           June 30, 2002 and 2001 (Unaudited) Six
                           Months Ended June 30, 2002 and 2001
                           (Unaudited)                                       5

                  Condensed Consolidated Statements of Cash Flows,
                           Six Months Ended June 30, 2002 and 2001
                           (Unaudited)                                       6

                  Notes to Condensed Consolidated Financial Statements
                           (Unaudited)                                       7


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

                           PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS                                                14

ITEM 2.    CHANGES IN SECURITIES                                            14

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES                                  14

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              15

ITEM 5.    OTHER INFORMATION                                                15

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                 15

SIGNATURES                                                                  15



                                       2
<PAGE>










ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         PART I - FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             JUNE 30,
ASSETS                                                         2002           DECEMBER 31,
                                                           (UNAUDITED)           2001
                                                           -------------------------------
                                                               (DOLLARS IN THOUSANDS)
<S>                                                         <C>               <C>
     Cash and due from banks                                $ 31,910          $ 19,532
     Interest-bearing deposits in other financial
       institutions-short-term                                   443               489
     Federal funds sold                                       11,800                --
                                                            --------          --------
         Total cash and cash equivalents                      44,153            20,021
     Securities available for sale                            39,351            45,172
     Federal Home Loan Bank (FHLB) stock                       1,704             1,629
     Loans receivable, net of allowance for loan
       losses of $2,574 at June 30, 2002 and
       $2,274 at December 31, 2001                           162,322           144,688
     Accrued interest receivable                               1,009             1,038
     Premises and equipment, net                               1,268             1,286
     Other assets                                                979               970
                                                            --------          --------
         Total assets                                       $250,786          $214,804
                                                            ========          ========


LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
         Deposits
                  Noninterest-bearing demand                $ 37,390          $ 29,843
                  Savings, NOW and money market               99,162            85,243
                  Certificates of deposit                     49,727            38,222
                                                            --------          --------
                  Total deposits                             186,279           153,308
         Securities sold under agreements to repurchase        9,042            10,509
         FHLB advances                                        34,070            30,570
         Accrued interest payable                                188               158
         Other liabilities                                       205               244
                                                            --------          --------
                  Total liabilities                          229,784           194,789

SHAREHOLDERS' EQUITY
      Common stock, $.01 par value, 2,500,000 shares
       authorized; 1,679,105 shares issued and outstanding
       at June 30, 2002 and 1,678,112 shares
       issued and outstanding at December 31, 2001                17                17
   Additional paid in capital                                 18,342            18,331
   Retained earnings                                           2,305             1,526
   Accumulated other comprehensive income, net
     of tax of $225 and $94 at June 30, 2002
     and December 31, 2001                                       338               141
                                                            --------          --------
Total shareholders' equity                                    21,002            20,015
                                                            --------          --------

         Total liabilities and shareholders' equity         $250,786          $214,804
                                                            ========          ========
</TABLE>




     See accompanying notes to condensed consolidated financial statements.





                                       3
<PAGE>




ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                      THREE MONTHS   THREE MONTHS     SIX MONTHS    SIX MONTHS
                                                          ENDED          ENDED          ENDED         ENDED
                                                      JUNE 30, 2002  JUNE 30, 2001   JUNE 30, 2002 JUNE 30, 2001
                                                      -------------  -------------   ------------- -------------
                                                              (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Interest and dividend income
<S>                                                        <C>             <C>           <C>           <C>
         Loans receivable, including fees                  $2,518          $2,763        $4,900        $5,521
         Securities available for sale - taxable              341             265           729           552
         Securities available for sale - tax exempt            43              54           116            75
         FHLB stock                                            26              31            50            59
         Federal Funds sold                                     5              53            14           156
         Other interest earning assets                         11               2            19             4
                                                           ------          ------        ------        ------
                  Total interest and
                  dividend income                           2,944           3,168         5,828         6,367

Interest expense
         Deposits                                             714           1,206         1,394         2,568
         Federal funds purchased                               20               5            28            25
         Securities sold under agreements to
           repurchase                                          25              53            54           130
         FHLB advances                                        415             459           842           849
                                                           ------          ------        ------        ------
                  Total interest expense                    1,174           1,723         2,318         3,572
                                                           ------          ------        ------        ------
NET INTEREST INCOME                                         1,770           1,445         3,510         2,795

Provision for loan losses                                     122             126           300           206
                                                           ------          ------        ------        ------

NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                                 1,648           1,319         3,210         2,589

Noninterest income
         Gain on sales and calls of securities
            available for sale, net                            57              56           140            78
         Other income                                         109              83           223           153
                                                           ------          ------        ------        ------
                  Total noninterest income                    166             139           363           231

Noninterest expense
         Salaries and employee benefits                       773             591         1,533         1,134
         Occupancy and equipment                              105             115           226           227
         Other expense                                        308             239           602           449
                                                           ------          ------        ------        ------
                  Total noninterest expense                 1,186             945         2,361         1,810
                                                           ------          ------        ------        ------

INCOME BEFORE INCOME TAXES                                    628             513         1,212         1,010

Income tax expense                                            227             198           433           386
                                                           ------          ------        ------        ------

NET INCOME                                                 $  401          $  315        $  779        $  624
                                                           ======          ======        ======        ======

Basic income per common share                              $  .24          $  .19        $  .46        $  .37
                                                           ======          ======        ======        ======
Diluted income per common share                            $  .23          $  .19        $  .45        $  .37
                                                           ======          ======        ======        ======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                   THREE MONTHS    THREE MONTHS     SIX MONTHS     SIX MONTHS
                                                       ENDED           ENDED          ENDED          ENDED
                                                   JUNE 30, 2002  JUNE 30, 2001   JUNE 30, 2002   JUNE 30, 2001
                                                       TOTAL           TOTAL          TOTAL          TOTAL
                                                   SHAREHOLDERS'   SHAREHOLDERS'   SHAREHOLDERS'   SHAREHOLDERS'
                                                       EQUITY         EQUITY          EQUITY         EQUITY
                                                       ------         ------          ------         ------
                                                                       (DOLLARS IN THOUSANDS)
<S>                                                  <C>             <C>              <C>             <C>
BALANCE AT BEGINNING OF PERIOD:                      $ 20,250        $ 19,019         $ 20,015        $ 18,560

Comprehensive income:
         Net income                                       401             315              779             624

         Net change in net unrealized
           appreciation (depreciation) on
           securities available for sale, net
           of reclassification adjustments
           and tax effects                                351             (28)             197             113
                                                     --------        --------         --------        --------

                  Total comprehensive income              752             287              976             737

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

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

Sale of 2,900 shares of treasury
  stock                                                    --              --               --              42
                                                     --------        --------         --------        --------

BALANCE AT END OF PERIOD:                            $ 21,002        $ 19,306         $ 21,002        $ 19,306
                                                     ========        ========         ========        ========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    SIX MONTHS            SIX MONTHS
                                                                                      ENDED                  ENDED
                                                                                  JUNE 30, 2002         JUNE 30, 2001
                                                                                  ------------          -------------
                                                                                         (DOLLARS IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                     <C>              <C>
         Net income                                                                     $    779         $    624
         Adjustments to reconcile net income to net cash
           from operating activities
                  Depreciation                                                               114              141
                  Provision for loan loss                                                    300              206
                  Net amortization on securities
                    available for sale                                                        97               58
                  Gain on sales and calls of securities
                    available for sale, net                                                 (140)             (78)
                  Net change in
                    Accrued interest receivable                                               29              (61)
                    Other assets                                                            (140)            (229)
                    Accrued interest payable                                                  30               43
                    Other liabilities                                                        (39)            (142)
                                                                                        --------         --------
                            Net cash from operating activities                             1,030              562
                                                                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of securities available for sale                                       (13,159)         (20,493)
         Proceeds from sales of securities available for sale                              6,102            8,926
         Proceeds from maturities and calls of securities
                  available for sale                                                      13,250            3,000
         Purchase of FHLB stock                                                              (75)            (250)
         Net change in loans receivable                                                  (17,934)         (16,067)
         Proceeds from the sale of equipment                                                  --                6
         Purchase of premises and equipment, net                                             (96)             (81)
                                                                                        --------         --------
                  Net cash from investing activities                                     (11,912)         (24,959)
                                                                                        --------         --------
CASH FLOWS FROM FINANCING ACTIVITIES
         Net change in deposits                                                           32,970           21,722
         Net change in federal funds purchased                                                --               --
         Net change in securities sold under agreements
                  to repurchase                                                           (1,467)            (991)
         Proceeds from FHLB advances                                                       5,000            5,000
         Repayment of FHLB advances                                                       (1,500)              --
         Proceeds from the sale of treasury stock                                             --               42
         Purchase of treasury stock                                                           --              (33)
         Proceeds from issuance of common stock, net                                          11               --
                                                                                        --------         --------
                  Net cash from financing activities                                      35,014           25,740
                                                                                        --------         --------

Net change in cash and cash equivalents                                                   24,132            1,343
Cash and cash equivalents at beginning of period                                          20,021           19,543
                                                                                        --------         --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                              $ 44,153         $ 20,886
                                                                                        ========         ========

Supplemental disclosures of cash flow information
         Cash paid during the period for
                  Interest                                                              $  2,288         $  3,529
                  Income taxes                                                               506              215
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>


ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

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

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

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

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

     -   The strength of the United States economy in general and the strength
         of the local economies in which we conduct our operations which may be
         less favorable than expected an may result in, among other things, a
         deterioration in the credit quality and value of our assets.

     -   The economic impact of the terrorist attacks that occurred on September
         11th, as well as any future threats and attacks, and the response of
         the United States to any such threats and attacks.

     -   The effects of, and changes in, federal, state and local laws,
         regulations and policies affecting banking, securities, insurance and
         monetary and financial matters.

     -   The effects of changes in interest rates (including the effects of
         changes in the rate of prepayments of our assets) and the policies of
         the Board of Governors of the Federal Reserve System.

     -   Our ability to compete with other financial institutions as effectively
         as we currently intend due to increases in competitive pressures in the
         financial services sector.

     -   Our inability to obtain new clients and to retain existing clients.

     -   The timely development and acceptance of products and services,
         including products and services offered through alternative delivery
         channels such as the Internet.

     -   Technological changes implemented by us and by other parties, including
         third party vendors, which may be more difficult or more expensive than
         anticipated or which may have unforeseen consequences to us and our
         clients.

     -   Our ability to develop and maintain secure and reliable electronic
         systems.

                                       7
<PAGE>

     -   Our ability to retain key executives and employees and the difficulty
         that we may experience in replacing key executives and employees in an
         effective manner.

     -   Consumer spending and saving habits which may change in a manner that
         affects our business adversely.

     -   Business combinations and the integration of acquired businesses that
         may be more difficult or expensive than expected.

     -   The costs, effects and outcomes of existing or future litigation.

     -   Changes in accounting policies and practices, as may be adopted by
         state and federal regulatory agencies and the Financial Accounting
         Standards Board.

     -   Our ability to manage the risks associated with the foregoing as well
         as anticipated.

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

OVERVIEW

         St. Joseph was formed in February 1996 for the purpose of organizing
the Bank. The Bank opened in February 1997 with $10.0 million in assets and grew
to $250.8 million as of June 30 2002. We expect continued opportunities for
growth, even though the rate of growth will probably be slower than we have
experienced to date.

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

FINANCIAL CONDITION

         During the six months ended June 30, 2002, assets increased from $214.8
million on December 31, 2001, to $250.8 million on June 30, 2002. This
represents a total increase in assets of $36.0 million, or 16.8%. The asset
growth was comprised primarily of a $24.1 million increase in cash and cash
equivalents and a $17.6 million increase in net loans. The increase in cash and
cash equivalents and net loans was primarily funded by $33.0 million growth in
deposits, a $5.9 million decrease in securities and a $3.5 million net increase
in FHLBI advances.

         Cash and cash equivalents increased by $24.1 million to $44.1 million
at June 30, 2002 from $20.0 million at December 31, 2001. This increase was
primarily the result of the increase in cash and due from banks and federal
funds sold. Cash and due from banks represented cash maintained at correspondent
banks on deposit in the form of demand deposits as well as cash maintained at
the Federal Reserve Bank of Chicago. The increase is a result of the
fluctuations in the size of the cash letter that occur during the normal course
of growing our business. The growth in deposits increased at a faster rate that
the increase in loans, which resulted in, the $11.8 million increase in federal
funds sold.

         Securities available for sale totaled $39.3 million at June 30, 2002,
which represented a decrease of $5.8 million from $45.2 million at December 31,
2001. The decrease was a result of normal calls, sales and maturities. During
the six months ended June 30, 2002, we had $13.2 million in securities that
matured or were called and $6.1 million in securities that were sold. The
proceeds of the sold securities were used to fund loan growth.

         Loans receivable net of allowance was $162.3 million at June 30, 2002
reflecting a 12.2% increase from $144.7 million at December 31, 2001. Commercial
loans increased by $8.8 million during the six month period ended June 30, 2002
and totaled $106.2 million, or 64.4% of the total loan portfolio. The continued
significant concentration of the loan portfolio in commercial loans and the
rapid growth of this position of our lending business is consistent with our
stated strategy of focusing on small to mid size businesses or what is commonly
known as "wholesale banking". Our commercial lending business generates the
greatest amount of local deposits, and is virtually the only source of
significant demand deposits.



                                       8
<PAGE>

         Residential mortgage and consumer loans also increased by $5.4 million
and $3.4 million, respectively, during the six month period ended June 30, 2002.
As of June 30, 2002, these loan types totaled a combined $58.7 million, or 35.6%
of the total loan portfolio. Although residential mortgage loan and consumer
loan portfolios are expected to increase in future periods, given our stated
strategy, the commercial sector of the lending efforts and resultant 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 evidence of a slower economic recovery during the first
six months of 2002 than what was previously expected and has kept market
interest rates at low levels. During this period we continued to grow our loan
portfolio and have maintained our interest rate spread, while experiencing no
significant change in asset quality or in non-performing loan totals. However, a
slower economic recovery 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 a longer economic recovery in 2002 and 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 increased $33.0 million during the six month period ended June
30, 2002, totaling $186.3 million at June 30, 2002 from $153.3 million at
December 31, 2001. Certificates of deposit, comprising 26.7% of total deposits,
increased $11.5 million during the six month period ended June 30, 2002.
Savings, NOW and money market accounts, comprising 53.2% of total deposits,
increased $14.0 million during the six month period ended June 30, 2002.
Noninterest-bearing demand deposits, comprising 20.1% of total deposits,
increased $7.5 million during the six month period ended June 30, 2002. The
increase in all categories was a result of increasing the bank's market shares
as well as existing clients increasing balances and the uncertainty in the
equity markets.

         FHLBI advances increased by $3.5 million and to $34.1 million as of
June 30, 2002 from $30.6 million at December 31, 2001. As of June 30, 2002, the
bank held $1,704,000 of FHLBI stock. The increases primarily resulted as we used
FHLBI advances for loan matching, for hedging against the possibility of rising
interest rates and general liquidity purposes.



                                       9
<PAGE>

LIQUIDITY

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


         Our liquidity strategy is to fund loan growth with deposits, repurchase
agreements, Federal Home Loan Bank of Indianapolis ("FHLBI") advances and to
maintain an adequate level of short- and medium-term investments to meet typical
daily loan and deposit activity. Although deposit and repurchase agreement
growth from depositors located in the market area have consistently increased,
the growth has not been sufficient at times to meet the substantial loan growth
and provide monies for additional investing activities. To assist in providing
the additional needed funds, we have regularly obtained certificates of deposit
from customers outside of the market area and placed by deposit brokers for a
fee, as well as certificates of deposit obtained from the deposit owners
directly. As of June 30, 2002, brokered deposits totaled $11.0 million, or 5.6%
of combined deposits and repurchase agreements, compared to $3.0 million, or
1.8% of combined deposits and repurchase agreements, as of December 31, 2001.
The acceptance of brokered deposits is expected to be ongoing due to our planned
future growth.

         Our bank has the ability to borrow money on a daily basis through
correspondent banks via established federal funds purchased lines; however, this
is viewed as only a secondary and temporary source of funds and our bank was
generally in a federal funds purchased position during the first six months of
2002. The average balance of federal funds purchased during the six months ended
June 30, 2002 equaled $3.0 million, compared to a $1.8 million average federal
funds sold position.

         As a member of the Federal Home Loan Bank of Indianapolis, our bank has
access to the FHLBI's borrowing programs. Based on ownership of FHLBI stock and
available collateral at June 30, 2002, our bank could borrow up to approximately
$38.3 million. As of June 30, 2002 we have $34.1 million outstanding in FHLBI
advances. The availability will continue to grow as the loan portfolio and the
investment portfolio grows in the future. The FHLBI announced a new borrowing
program that allows its members to pledge commercial real estate loans for
advances. Subject to meeting certain financial condition and capital
requirements, members will be permitted to borrow against eligible commercial
real estate loans.

         In addition to typical loan funding and deposit flow, we must maintain
liquidity to meet the demands of certain unfunded loan commitments and standby
letters of credit. As of June 30, 2002, our bank had a total of $64.4 million in
unfunded loan commitments and $2.7 million in unfunded standby letters of
credit. We monitor fluctuations in loan balances and commitment levels, and
include such data in managing overall liquidity.

CAPITAL RESOURCES

         Shareholders' equity is a noninterest-bearing source of funds that
provides support for asset growth. Shareholders' equity increased by $1.0
million during the first six months of 2002, from $20.0 million on December 31,
2001, to $21.0 million at June 30, 2002. The increase is attributable to net
income of $.8 million recorded during the first six months of 2002.
Shareholders' equity was positively impacted during the first six months of 2002
by a $0.2 million mark-to-market adjustment for available for sale securities as
defined in SFAS No. 115. The adjustment was due to the decrease in the interest
rate environment during the first six months of 2002.

         We are subject to regulatory capital requirements primarily
administered by federal banking regulatory agencies. Failure to meet the various
capital requirements can 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 the banking
regulations.



                                       10
<PAGE>



          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 June
30, 2002:
<TABLE>
<CAPTION>

                                         Minimum Required For      Minimum Required To Be Well      Corporation's
                                           Capital Adequacy         Capitalized Under Prompt           Capital       Bank's Capital
          June 30, 2002                       Purposes            Corrective Action Regulations         Ratio            Ratio
----------------------------------       --------------------     -----------------------------     -------------     -------------
<S>                                                <C>                         <C>                       <C>                <C>
Ratio of Total Capital to Risk
   Weighted Assets                                 8.0%                        10.0%                     13.1%              12.1%

Ratio of Tier 1 Capital to Risk
   Weighted Assets                                 4.0%                         6.0%                     11.8%              10.9%

Ratio of Tier 1 Capital to Average
   Assets                                          4.0%                         5.0%                      9.5%               8.7%
</TABLE>

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

         Our ability to pay cash and stock dividends is subject to limitations
under various laws and regulations and to prudent and sound banking practices.
We have not paid cash dividends on our common stock since our formation in 1996,
and we currently have no intention of doing so in the foreseeable future.

RESULTS OF OPERATIONS

         Net income for the six month period ended June 30, 2002 was $779,000 as
compared to a $624,000 for the same period in 2001 for an increase of $155,000
or 24.8%. Income per common share for the first six months of 2002 increased to
$.46 basic and $.45 diluted from a basic and diluted income per common share of
$.37 for the first six months of 2001. Net income for the three month period
ended June 30, 2002 was $401,000 as compared to $315,000 for the same period in
2001 for an increase of $86,000 or 27.3%. Income per common share for the three
month period ended June 30, 2002 increased to $.24 basic and $.23 diluted from a
basic and diluted income per common share of $.19 for the three months ended
June 30, 2001. The improvement in net income was primarily the result of an
increase in net interest income, higher noninterest income and greater
operational efficiencies.

         Interest income decreased by $.6 million, from $6.4 million for the six
month period ended June 30, 2001 to $5.8 million for the six month period ended
June 30, 2002 and for the three months ended June 30, 2001 and 2002, interest
income decreased by $.3 million, from $3.2 million to $2.9 million,
respectively. The 9.4% decline in interest income for the six months ended and
the three months ended June 30, 2002 and 2001 was attributable to a decline in
asset yields despite an increase in average outstanding balances in interest
earning assets, principally loans receivable. During the first six months 2002
earning assets averaged $198.7 million, a level significantly higher than the
average earnings assets of $168.5 million during the same period in 2001. During
the three month period ended June 30, 2002, average earnings assets was $203.0
million, also a level significantly higher than the average earning assets of
$170.2 million during the same period in 2001. Negatively impacting the growth
in earning assets was the decline in yield on the earning assets. During the
first six months of 2002 and 2001, earning assets had an average rate of 5.80%
and 7.52%, respectively, and for the three months ended June 30, 2002 and 2001,
earning assets had an average rate of 5.41% and 6.89%, respectively. The
decrease in average yield was primarily due to the overall decline in market
interest rates.



                                       11
<PAGE>

         Interest expense decreased by $1.3 million, from $3.6 million for the
six month period ended June 30, 2001 to $2.3 million for the six month period
ended June 30, 2002 and for the three months ended June 30, 2001 and 2002,
interest expense decreased by $0.5 million, from $1.7 million to $1.2 million,
respectively. The 36.1% and 29.4% decline in interest expense for the six months
ended and the three months ended June 30, 2002 and 2001 was primarily
attributable to the decline in the cost of interest bearing liabilities despite
the significant growth in interest bearing liabilities. During the first six
months of 2002 interest bearing liabilities averaged $173.4 million, a level
significantly higher than the average interest bearing liabilities of $145.5
million during the same period in 2001. During the three month period ended June
30, 2002, average interest bearing liabilities was $174.4 million, also a level
significantly higher than the average earning assets of $149.0 million during
the same period in 2001. Positively impacting the growth in interest bearing
liabilities was the decline in cost on the interest bearing liabilities. During
the first six months of 2002 and 2001, interest bearing liabilities had an
average rate of 2.70% and 4.97%, respectively, and for the three months ended
June 30, 2002 and 2001, interest bearing liabilities had an average rate of
2.70% and 4.64%, respectively. The decrease in average cost was primarily due to
the overall decline in market interest rates.

         Net interest income during the first six months of 2002 was $3.5
million, and increase of $.7 million or 25.0% over the $2.8 million earned
during the same period of 2001. During the three months ended June 30, 2002, net
interest income was $1.8 million, an increase of $.4 million or 28.6% over the
$1.4 million earned during the same period of 2001. The increase in net interest
income was due to the growth in earning assets and improved net interest margin.
The net interest margin increased from 3.38% during the first six months of 2001
to 3.59% during the first six months of 2002. The net interest margin increase
from 3.43% during the three months ended June 30, 2001, to 3.60% during the
three month period ended June 30, 2002. The improvement in the margin reflected
the overall positive impact that declining interest rates had on net interest
income as predicted in the monthly and quarterly simulation models.

         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 $300,000 for the six month period
ended June 30, 2002 compared to $206,000 in the same period in 2001. For the
three months ended June 30, 2002, the provision for loan losses was $122,000
compared to $126,000 in the same period of 2001. At June 30, 2002, the allowance
for loan losses was $2,574,000 or 1.60% of total loans receivable compared to
$2,058,000 or 1.40% at June 30, 2001. The increase in the percentage of
allowance for loan losses to total loans receivable between periods is a result
of management's risk assessment of the portfolio, thus resulting in the
increased provision expense between the six month periods of 2002 and 2001. The
risk assessment is based on numerous statistical factors including the specific
asset class of each loan (i.e. commercial, residential or consumer), the
internal risk rating of each loan, specific industry concentrations, an
assessment for large dollar and unsecured loans and specific reserves for watch
list credits.

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

         The Reserve Analysis, used since the inception of our bank and
completed quarterly, applies reserve allocation factors to outstanding loan
balances to calculate an overall allowance dollar amount. For commercial loans,
which continue to comprise a 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. Management allocated approximately
64% of the allowance for loan losses to commercial loans, 17% to residential
real estate mortgage loans and 7% to installment loans at June 30, 2002, leaving
12% unallocated. There were no non-performing loans at June 30, 2002. Management
believes the allowance for loan losses at June 30, 2002 was adequate to absorb
existing losses in the loan portfolio.


                                       12
<PAGE>

         Noninterest income, excluding the net gains on sales of securities
increased by $70,000, from $153,000 for the six month period ended June 30, 2001
to $223,000 for the six month period ended June 30, 2002. For the three month
period ended June 30, 2002, noninterest income, excluding the net gains on sales
of securities increased by $26,000, from $83,000 for 2001 to $109,000 in 2002.
The increases in noninterest income, excluding the net gains on sales of
securities in both periods was primarily due to increases in depository account
service fees resulting from adding additional relationship based depository
clients.

         As part of asset liability management, during the six month period
ended June 30, 2002 net gains on the sale of securities increase $62,000, to
$140,000 from $78,000, during the same period in 2001. The net gain on the sale
of securities during the three month period ended June 30, 2002 remained stable
at $57,000 compared to $56,000 during the corresponding period in 2001.

         Noninterest expense during the first six months of 2002 was $2.4
million, an increase of 33.3% over the $1.8 million expensed during the same
period of 2001. For the three months ended June 30, 2002, noninterest expense
was $1.2 million, an increase of 20.0% over the $1.0 million expensed during the
same period of 2001. An increase in all major overhead expenses was recorded,
but primarily related to employee salaries and benefits. The increase in
employee salaries and benefits primarily resulted from hiring additional staff
and merit and cost of living raises. The level of full time equivalent employees
increased from 39 at June 30, 2001 to 47 at June 30, 2002. General overhead
expenses have also increased, reflecting the additional expenses required to
service our clients in the manner that distinguishes us from the competition.

         Federal income tax expense was $433,000 during the first six months of
2002 compared to $386,000 during the same period of 2001. The effective tax
rates were 35.7% and 38.2% for the six month period ended June 30, 2002 and
2001. Federal income tax was $227,000 during the three month period ended June
30, 2002 compared to $198,000 during the same period of 2001. The effective tax
rates were 36.1% and 38.6% for the three month period ended June 30, 2002 and
2001. The increase was primarily due to the increase in net income before
federal income tax. During the first six months of 2002, net income before
federal income tax was $1.2 million, an increase over the $1.0 million recorded
during the first six months of 2001. Net income before federal income tax during
the three months ended June 30, 2002 was $628,000 an increase over the $513,000
recorder during the same period of 2001.

MANAGEMENT OF INTEREST SENSITIVITY

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

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

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



                                       13
<PAGE>


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

         We conducted multiple simulations as of June 30, 2002, whereby it was
assumed that a simultaneous, instant and sustained change in market interest
rates occurred. Results of the simulation suggest that we could expect net
interest income to decrease by approximately $232,000, if interest rates
gradually decline by 100 basis points over the next twelve months, and to
increase approximately $333,000, 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 June 30,
2002, suggest that we could expect the value of our equity to increase 8.16% and
15.47%, if there was an immediate interest rate shift upward of 100 and 200
basis points and to decrease 8.93% and 13.56%, if there was an immediate
interest rate shift downward of 100 and 200 basis points. Management believes
the different scenarios indicate that the bank has a relatively low overall
interest rate risk.
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

         We are not aware of any pending litigation.

ITEM 2.  CHANGES IN SECURITIES
         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         Not applicable.




                                       14
<PAGE>



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

         On May 23, 2002 we held our annual meeting of stockholders. At the
meeting, Scott C. Malpass, Todd B. Martin, Myron C. Noble, Robert A. Sullivan
and Carolyn Y. Woo were elected to serve as Class III directors with terms
expiring in 2005. Continuing as Class I directors until 2003 are Anna Reilly
Cullinan, David A. Eckrich, Michael R. Leep, Sr., Arthur H. McElwee, Jr. and
John W. Rosenthal. Continuing as Class II directors until 2004 are Brain R.
Brady, Jeffrey V. Hammes, Jack Matthys and Richard A. Rosenthal.

         There were 1,679,105 issued and outstanding shares of Common Stock and
there were 1,364,326 shares of Common Stock represented at the annual meeting.
The voting on each item presented at the annual meeting was as follows:
<TABLE>
<S><C>


         Election of Directors                       Votes For         Votes Withheld   Votes Against
         ---------------------                       ---------         --------------   -------------
         Scott C. Malpass                            1,363,621               705             0
         Todd B. Martin                              1,363,626               700             0
         Myron C. Noble                              1,363,826               500             0
         Robert A. Sullivan                          1,363,826               500             0
         Carolyn Y. Woo                              1,363,176             1,150             0
</TABLE>

ITEM 5.  OTHER INFORMATION
         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits
                  None

         (b)      Reports on Form 8-K

                  8-K dated April 11, 2002.

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

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




                                       15
<PAGE>



                                                                          (b)8-K

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

                                    FORM 8-K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                 APRIL 11, 2002
                                (Date of Report)

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


          DELAWARE                        333-6581             35-1977746
          --------                        --------             ----------
(State or other jurisdiction             Commission          (I.R.S. Employer
of incorporation or organization)        File Number        Identification  No.)

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

                                 (574) 273-9700
                                 --------------
               (Registrant's telephone number including area code)

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

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT
           Not Applicable

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
           Not Applicable

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP
           Not Applicable

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

           On April 9, 2002, the Registrant dismissed Crowe, Chizek and Company
           LLP as the Registrant's principal accountants, effective immediately.
           The former accountants' reports on the Registrant's financial
           statements for the two most recent fiscal years ended December 31,
           2000 and December 31, 2001 did not contain any adverse opinion or
           disclaimer of opinion nor were they qualified or modified as to
           uncertainty, audit scope or accounting principles. The decision to
           change accountants was recommended and approved by the Audit
           Committee of the Registrant and by its Board of Directors. During the
           Registrant's two most recent fiscal years ended December 31, 2000 and
           2001 and subsequent interim periods, preceding the dismissal, there
           were no disagreements with the former accountants on any matter of
           accounting principles or practices, financial statement disclosure,
           or auditing scope or procedure which disagreements, if not resolved
           to the satisfaction of the former accountants, would have caused them
           to make reference to the subject matter of the disagreement in



                                       16
<PAGE>

           connection with their report. No "reportable events" as defined in
           Item 304(a)(1)(v) occurred within the Registrant's two most recent
           fiscal years and any subsequent interim periods preceding the former
           accountants dismissal.

           On April 10, 2002, the Registrant engaged Plante & Moran LLP as its
           principal accountants to audit the Registrant's financial statements
           for the year ending December 31, 2002. During the Registrant's two
           most recent fiscal years and any subsequent interim period prior to
           engaging the new accountants, the Registrant did not consult with the
           newly engaged accountants regarding any of the matters described in
           Item 304(a)(2)(i) or (ii).

           The letter of the former accountants required by Items 304(a)(3) is
filed as Exhibit 16 to this report.

ITEM 5.   OTHER EVENTS
            Not Applicable

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS
            Not Applicable

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
                  (C) EXHIBITS
                       16          Letter re:  Change in Certifying Accountant

ITEM 8.   CHANGE IN FISCAL YEAR
           Not Applicable

ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
            Not Applicable



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                  ST. JOSEPH CAPITAL CORPORATION
                                                  (Registrant)


Date:  April 11, 2002                             /s/ Edward R. Pooley
                                                  --------------------
                                                  Edward R. Pooley
                                                  Principal Financial Officer


                                       17
<PAGE>

                                                                      EXHIBIT 16

April 12, 2002



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


RE:  St. Joseph Capital Corporation
     Commission File Number 333-6581


Dear Sir/Madam:

We have read the first paragraph of Item 4 included in the Form 8-K dated April
11, 2002, of St. Joseph Capital Corporation, to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein,
except that we are not in a position to agree or disagree with the statement
that the change was recommended or approved by the Audit Committee or its Board
of Directors.


                             Very truly yours,

                             /s/ Crowe, Chizek and Company LLP
                             ---------------------------------
                                 Crowe, Chizek and Company LLP







                                       18