##### Table of Contents

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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(Mark One)

|x | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended March 31, 2004



| ̈ | Transition report under Section 13 or 15(d) of the Exchange Act
|- | ---------------------------------------------------------------



For the transition period from  to



Commission file number 000-50357



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FIRST COMMUNITY BANK CORPORATION OF AMERICA

(Exact Name of Small Business
Issuer as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 65-0623023                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



9001 Belcher Road

Pinellas Park, Florida 33782

(Address of Principal Executive Offices)



(727) 520-0987

(Issuers Telephone Number, Including Area Code)



(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)



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



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date;



|                                       |  |                              
|-------------------------------------- |  | -----------------------------
|Common stock, par value $.08 per share |  | 1,997,956 shares             
|(class)                                |  | Outstanding at April 13, 2004



Transitional Small
Business Format (Check One):     YES ̈NO  x



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##### Table of Contents

FIRST COMMUNITY BANK CORPORATION OF AMERICA



INDEX



|                                                                                                                           |  |      
|-------------------------------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                                           |  | Page 
|PART I.
FINANCIAL INFORMATION                                                                                              |  |      
|                                                                                                                           | 
|Item 1.  Financial Statements                                                                                              |  |      
|                                                                                                                           | 
|Condensed Consolidated Balance Sheets - At March 31, 2004 (unaudited) and At December 31, 2003                             |  | 2    
|                                                                                                                           | 
|Condensed Consolidated Statements of Earnings - Three Months Ended March 31, 2004 and 2003 (unaudited)                     |  | 3    
|                                                                                                                           | 
|Condensed Consolidated Statements of Changes in Stockholders EquityThree Months Ended March 31, 2004 and 2003 (unaudited) |  | 4    
|                                                                                                                           | 
|Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2004 and 2003 (unaudited)                   |  | 5-6  
|                                                                                                                           | 
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                           |  | 7-10 
|                                                                                                                           | 
|Review by Independent Accountants                                                                                          |  | 11   
|                                                                                                                           | 
|Independent Accountants Report                                                                                            |  | 12   
|                                                                                                                           | 
|Item 2.  
Managements Discussion and Analysis or Plan of Operation                                                        |  | 13-18
|                                                                                                                           | 
|Item 3.  
Controls and Procedures                                                                                          |  | 19   
|                                                                                                                           | 
|PART II.
OTHER INFORMATION                                                                                                 |  |      
|                                                                                                                           | 
|Item 1.  
Legal Proceedings                                                                                                |  | 19   
|                                                                                                                           | 
|Item 6.  
Exhibits and Reports on Form 8-K                                                                                 |  | 20   
|                                                                                                                           | 
|SIGNATURES                                                                                                                 |  | 21   





1



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##### Table of Contents

FIRST COMMUNITY BANK CORPORATION OF AMERICA



PART I. FINANCIAL INFORMATION



Item 1.
Financial Statements



Condensed Consolidated Balance
Sheets

(Dollars in thousands, except per share amounts)



|                                                                                                                                  |  |                |         |                   |        
|--------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | ----------------- | -------
|                                                                                                                                  |  | March 31, 2004 |         | December 31, 2003
|                                                                                                                                  |  | (Unaudited)    |         |                  
|Assets                                                                                                                            |  |                |         |                   |        
|Cash and due from banks                                                                                                           |  | $              | 4,052   |                   | 1,745  
|Interest-bearing deposits with banks                                                                                              |  |                | 14,108  |                   | 1,452  
|                                                                                                                                  |  |                |         |                   |        
|Cash and cash equivalents                                                                                                         |  |                | 18,160  |                   | 3,197  
|Securities available for sale                                                                                                     |  |                | 6,861   |                   | 3,949  
|Securities held to maturity                                                                                                       |  |                | 1,948   |                   | 3,477  
|Loans, net of allowance for loan losses of $2,173 in 2004 and $2,041 in 2003                                                      |  |                | 169,591 |                   | 160,236
|Federal Home Loan Bank stock, at cost                                                                                             |  |                | 750     |                   | 1,050  
|Premises and equipment, net                                                                                                       |  |                | 4,009   |                   | 4,071  
|Goodwill, net                                                                                                                     |  |                | 428     |                   | 428    
|Foreclosed real estate                                                                                                            |  |                | 13      |                   | 48     
|Accrued interest receivable                                                                                                       |  |                | 659     |                   | 655    
|Deferred income taxes                                                                                                             |  |                | 580     |                   | 580    
|Bank owned life insurance                                                                                                         |  |                | 2,157   |                   | 2,135  
|Other assets                                                                                                                      |  |                | 1,138   |                   | 611    
|                                                                                                                                  |  |                |         |                   |        
|                                                                                                                                  |  | $              | 206,294 |                   | 180,437
|                                                                                                                                  |  |                |         |                   |        
|Liabilities and Stockholders Equity                                                                                              |  |                |         |                   |        
|Liabilities:                                                                                                                      |  |                |         |                   |        
|Noninterest-bearing demand deposits                                                                                               |  |                | 32,973  |                   | 22,445 
|Savings, NOW and money-market deposits                                                                                            |  |                | 49,843  |                   | 43,615 
|Time deposits                                                                                                                     |  |                | 82,557  |                   | 68,469 
|                                                                                                                                  |  |                |         |                   |        
|Total deposits                                                                                                                    |  |                | 165,373 |                   | 134,529
|Federal Home Loan Bank advances                                                                                                   |  |                | 15,000  |                   | 21,000 
|Other borrowings                                                                                                                  |  |                | 742     |                   | 1,811  
|Accrued expenses and other liabilities                                                                                            |  |                | 4,483   |                   | 2,913  
|                                                                                                                                  |  |                |         |                   |        
|Total liabilities                                                                                                                 |  |                | 185,598 |                   | 160,253
|                                                                                                                                  |  |                |         |                   |        
|Stockholders equity:                                                                                                             |  |                |         |                   |        
|Common stock, $.08 par value, 6,250,000 shares authorized, 1,996,705 and 1,993,194 shares issued and outstanding in 2004 and
2003 |  |                | 160     |                   | 159    
|Additional paid-in capital                                                                                                        |  |                | 17,953  |                   | 17,911 
|Retained earnings                                                                                                                 |  |                | 2,567   |                   | 2,113  
|Accumulated other comprehensive income                                                                                            |  |                | 16      |                   | 1      
|                                                                                                                                  |  |                |         |                   |        
|Total stockholders equity                                                                                                        |  |                | 20,696  |                   | 20,184 
|                                                                                                                                  |  |                |         |                   |        
|                                                                                                                                  |  | $              | 206,294 |                   | 180,437
|                                                                                                                                  |  |                |         |                   |        



See
Accompanying Notes to Condensed Consolidated Financial Statements.



2



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##### Table of Contents

FIRST COMMUNITY BANK CORPORATION OF AMERICA



Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)



|                                                    |  |                              |       |      |      
|--------------------------------------------------- |  | ---------------------------- | ----- | ---- | -----
|                                                    |  | Three Months Ended March 31,
|                                                    |  | 2004                         |       | 2003
|Interest income:                                    |  |                              |       |      |      
|Loans                                               |  | $                            | 2,528 |      | 2,094
|Securities                                          |  |                              | 46    |      | 73   
|Other interest earning assets                       |  |                              | 21    |      | 13   
|                                                    |  |                              |       |      |      
|Total interest income                               |  |                              | 2,595 |      | 2,180
|                                                    |  |                              |       |      |      
|Interest expense:                                   |  |                              |       |      |      
|Deposits                                            |  |                              | 593   |      | 610  
|Other borrowings                                    |  |                              | 137   |      | 108  
|                                                    |  |                              |       |      |      
|Total interest expense                              |  |                              | 730   |      | 718  
|                                                    |  |                              |       |      |      
|Net interest income                                 |  |                              | 1,865 |      | 1,462
|Provision for loan losses                           |  |                              | 125   |      | 123  
|                                                    |  |                              |       |      |      
|Net interest income after provision for loan losses |  |                              | 1,740 |      | 1,339
|                                                    |  |                              |       |      |      
|Noninterest income:                                 |  |                              |       |      |      
|Service charges on deposit accounts                 |  |                              | 154   |      | 118  
|Other service charges and fees                      |  |                              | 38    |      | 24   
|Income from bank owned life insurance               |  |                              | 22    |      | 26   
|Gain on sale of loans held for sale                 |  |                              | 33    |      | 71   
|Other                                               |  |                              | 66    |      | 49   
|                                                    |  |                              |       |      |      
|Total noninterest income                            |  |                              | 313   |      | 288  
|                                                    |  |                              |       |      |      
|Noninterest expenses:                               |  |                              |       |      |      
|Employee compensation and benefits                  |  |                              | 836   |      | 768  
|Occupancy and equipment                             |  |                              | 148   |      | 134  
|Data processing                                     |  |                              | 145   |      | 98   
|Professional fees                                   |  |                              | 49    |      | 11   
|Office supplies                                     |  |                              | 22    |      | 6    
|Insurance                                           |  |                              | 30    |      | 23   
|Advertising                                         |  |                              | 8     |      | 11   
|Other                                               |  |                              | 98    |      | 77   
|                                                    |  |                              |       |      |      
|Total noninterest expenses                          |  |                              | 1,336 |      | 1,128
|                                                    |  |                              |       |      |      
|Earnings before income taxes                        |  |                              | 717   |      | 499  
|Income taxes                                        |  |                              | 263   |      | 179  
|                                                    |  |                              |       |      |      
|Net earnings                                        |  | $                            | 454   |      | 320  
|                                                    |  |                              |       |      |      
|Earnings per share:                                 |  |                              |       |      |      
|Basic earnings per share                            |  | $                            | 0.23  |      | 0.25 
|                                                    |  |                              |       |      |      
|Diluted earnings per share                          |  | $                            | 0.20  |      | 0.23 
|                                                    |  |                              |       |      |      
|Dividends per share                                 |  | $                            |      |      |     
|                                                    |  |                              |       |      |      



See
Accompanying Notes to Condensed Consolidated Financial Statements.



3



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Condensed Consolidated Statements of Changes in Stockholders Equity



Three Months Ended March 31, 2004 and 2003

(In thousands, except share amounts)



|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|----------------------------------------------------------------------------------------------- |  | ----------- | --- | ------------------------ | ------ | ---------------- | ----- | ------------------------------------ | --- | - | ----- | ------ | -
|                                                                                                |  | CommonStock |     | AdditionalPaid-inCapital |        | RetainedEarnings |       | AccumulatedOther ComprehensiveIncome |     |   | Total |       
|Balance at December 31, 2002                                                                    |  | $           | 102 |                          | 10,477 |                  | 645   |                                      | 37  |   |       | 11,261 |  
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Comprehensive income:                                                                           |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Net earnings (unaudited)                                                                        |  |             |    |                          |       |                  | 320   |                                      |    |   |       | 320    |  
|                                                                                                |  |             |     |                          |       
|Net change in unrealized gain on securities available for sale, net of taxes of $21 (unaudited) |  |             |    |                          |       |                  |      |                                      | (37 | ) |       | (37    | )
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Comprehensive income (unaudited)                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       | 283    |  
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Balance at March 31, 2003 (unaudited)                                                           |  | $           | 102 |                          | 10,477 |                  | 965   |                                      |    |   |       | 11,544 |  
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Balance at December 31, 2003                                                                    |  | $           | 159 |                          | 17,911 |                  | 2,113 |                                      | 1   |   |       | 20,184 |  
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Comprehensive income:                                                                           |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Net earnings (unaudited)                                                                        |  |             |    |                          |       |                  | 454   |                                      |    |   |       | 454    |  
|                                                                                                |  |             |     |                          |       
|Net change in unrealized gain on securities available for sale, net of taxes of $9 (unaudited)  |  |             |    |                          |       |                  |      |                                      | 15  |   |       | 15     |  
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Comprehensive income (unaudited)                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       | 469    |  
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Exercise of stock warrants (3,511 shares) (unaudited)                                           |  |             | 1   |                          | 42     |                  |      |                                      |    |   |       | 43     |  
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  
|Balance at March 31, 2004 (unaudited)                                                           |  | $           | 160 |                          | 17,953 |                  | 2,567 |                                      | 16  |   |       | 20,696 |  
|                                                                                                |  |             |     |                          |        |                  |       |                                      |     |   |       |        |  



See
Accompanying Notes to Condensed Consolidated Financial Statements.



4



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)



|                                                                                              |  |                             |         |   |      |        |  
|--------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | ------ | -
|                                                                                              |  | Three Months EndedMarch 31, |        
|                                                                                              |  | 2004                        |         |   | 2003 |       
|Cash flows from operating activities:                                                         |  |                             |         |   |      |        |  
|Net earnings                                                                                  |  | $                           | 454     |   |      | 320    |  
|Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |  |                             |         |   |      |        |  
|Provision for loan losses                                                                     |  |                             | 125     |   |      | 123    |  
|Depreciation and amortization                                                                 |  |                             | 69      |   |      | 61     |  
|Net amortization of deferred loan costs                                                       |  |                             | 4       |   |      | 6      |  
|Income from bank owned life insurance                                                         |  |                             | (22     | ) |      | (26    | )
|Origination of loans held for sale                                                            |  |                             | (700    | ) |      | (3,533 | )
|Proceeds from sale of loans held for sale                                                     |  |                             | 1,131   |   |      | 4,469  |  
|Gain on sale of loans held for sale                                                           |  |                             | (33     | ) |      | (71    | )
|Loss on sale of foreclosed real estate                                                        |  |                             | 17      |   |      |       |  
|Increase in accrued interest receivable                                                       |  |                             | (4      | ) |      | (4     | )
|(Increase) decrease in other assets                                                           |  |                             | (527    | ) |      | 423    |  
|Increase (decrease) in accrued expenses and other liabilities                                 |  |                             | 1,561   |   |      | (2,098 | )
|                                                                                              |  |                             |         |   |      |        |  
|Net cash provided by (used in) operating activities                                           |  |                             | 2,075   |   |      | (330   | )
|                                                                                              |  |                             |         |   |      |        |  
|Cash flows from investing activities:                                                         |  |                             |         |   |      |        |  
|Purchase of securities available for sale                                                     |  |                             | (2,994  | ) |      |       |  
|Principal payments on securities available for sale                                           |  |                             | 106     |   |      | 1,660  |  
|Proceeds from calls and maturities of securities available for sale                           |  |                             |        |   |      | 2,414  |  
|Purchase of securities held to maturity                                                       |  |                             |        |   |      | (1,500 | )
|Proceeds from calls of securities held to maturity                                            |  |                             | 1,500   |   |      |       |  
|Principal payments on securities held to maturity                                             |  |                             | 29      |   |      |       |  
|Net increase in loans                                                                         |  |                             | (9,882  | ) |      | (9,230 | )
|Purchase of premises and equipment, net                                                       |  |                             | (7      | ) |      | (47    | )
|Redemption (purchase) of Federal Home Loan Bank stock                                         |  |                             | 300     |   |      | (110   | )
|Proceeds from sale of foreclosed real estate                                                  |  |                             | 18      |   |      |       |  
|                                                                                              |  |                             |         |   |      |        |  
|Net cash used in investing activities                                                         |  |                             | (10,930 | ) |      | (6,813 | )
|                                                                                              |  |                             |         |   |      |        |  
|Cash flows from financing activities:                                                         |  |                             |         |   |      |        |  
|Increase in deposits                                                                          |  |                             | 30,844  |   |      | 3,589  |  
|Repayment of Federal Home Loan Bank advances                                                  |  |                             | (6,000  | ) |      | (300   | )
|Net (decrease) increase in repurchase agreements with customers                               |  |                             | (1,069  | ) |      | 462    |  
|Proceeds from exercise of stock warrants                                                      |  |                             | 43      |   |      |       |  
|                                                                                              |  |                             |         |   |      |        |  
|Net cash provided by financing activities                                                     |  |                             | 23,818  |   |      | 3,751  |  
|                                                                                              |  |                             |         |   |      |        |  
|Net increase (decrease) in cash and cash equivalents                                          |  |                             | 14,963  |   |      | (3,392 | )
|                                                                                              |  |                            
|Cash and cash equivalents at beginning of period                                              |  |                             | 3,197   |   |      | 6,394  |  
|                                                                                              |  |                             |         |   |      |        |  
|Cash and cash equivalents at end of period                                                    |  | $                           | 18,160  |   |      | 3,002  |  
|                                                                                              |  |                             |         |   |      |        |  



(continued)



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Condensed Consolidated Statements of Cash Flows (Unaudited), Continued

(In thousands)



|                                                                                                                            |  |                              |     |      |     |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | --- | ---- | --- | -
|                                                                                                                            |  | Three Months Ended March 31, |    
|                                                                                                                            |  | 2004                         |     | 2003 |    
|Supplemental disclosure of cash flow information:                                                                           |  |                              |     |      |     |  
|Cash paid during the period for:                                                                                            |  |                              |     |      |     |  
|Interest                                                                                                                    |  | $                            | 737 |      | 715 |  
|                                                                                                                            |  |                              |     |      |     |  
|Income taxes                                                                                                                |  | $                            | 115 |      | 415 |  
|                                                                                                                            |  |                              |     |      |     |  
|Noncash transaction-                                                                                                        |  |                              |     |      |     |  
|Accumulated other comprehensive income, net change in unrealized gain on securities available for sale, net of income taxes |  | $                            | 15  |      | (37 | )
|                                                                                                                            |  |                              |     |      |     |  



See
Accompanying Notes to Condensed Consolidated Financial Statements.



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Notes to Condensed Consolidated Financial Statements (Unaudited)



|1. | General. First Community Bank Corporation of America (the Holding Company) owns all of the outstanding common stock of First Community Bank of America (the
Bank) and First Community Lender Services, Inc. (FCLS) (collectively, the Company). The Holding Companys primary business activity is the operations of the Bank. The Bank is a federally-chartered stock
savings bank that provides a variety of banking services to small and middle market businesses and individuals through its three banking offices located in Pinellas County and one banking office located in Charlotte County, Florida. FCLS was
incorporated during 2001 and had minimal activity through March 31, 2004.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the opinion of the management of the Company, the accompanying condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly
the financial position at March 31, 2004 and the results of operations and cash flows for the three-month periods ended March 31, 2004 and 2003. The results of operations and other data for the three- month period ended March 31, 2004 are not
necessarily indicative of results that may be expected for the year ending December 31, 2004.



|2. | Loan Impairment and Loan Losses.There were no loans identified as impaired during the three months ended March 31, 2004 or 2003.
|-- | --------------------------------------------------------------------------------------------------------------------------------



The activity in the allowance for loan losses is as follows (in thousands):



|                               |  |                              |       |   |      |       |  
|------------------------------ |  | ---------------------------- | ----- | - | ---- | ----- | -
|                               |  | Three Months Ended March 31, |      
|                               |  | 2004                         |       |   | 2003 |      
|Balance at beginning of period |  | $                            | 2,041 |   |      | 1,434 |  
|Provision for loan losses      |  |                              | 125   |   |      | 123   |  
|Charge-offs                    |  |                              | (17   | ) |      | (18   | )
|Recoveries                     |  |                              | 24    |   |      |      |  
|                               |  |                              |       |   |      |       |  
|Balance at end of period       |  | $                            | 2,173 |   |      | 1,539 |  
|                               |  |                              |       |   |      |       |  



Nonaccrual and past
due loans were as follows (in thousands):



|                                             |  |              |     |      |    
|-------------------------------------------- |  | ------------ | --- | ---- | ---
|                                             |  | At March 31,
|                                             |  | 2004         |     | 2003
|Nonaccrual loans                             |  | $            | 188 |      | 455
|Past due ninety days or more, still accruing |  |              |    |      | 59 
|                                             |  |              |     |      |    
|                                             |  | $            | 188 |      | 514
|                                             |  |              |     |      |    



At March 31, 2004,
there were no loans held for sale. At December 31, 2003 loans held for sale were $398,400 and are included in net loans on the condensed consolidated balance sheets.



(continued)



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Notes to Condensed Consolidated Financial Statements (Unaudited),
Continued



|3. | Earnings Per Share (EPS).Earnings per share (EPS) of common stock has been computed on the basis of the weighted-average number of shares of
common stock outstanding. Outstanding stock options and warrants are considered dilutive securities for purposes of calculating diluted EPS which is computed using the treasury stock method. All per share amounts have been adjusted to reflect the
five-for-four stock split declared in July, 2003. The following tables present the calculations of EPS (dollars in thousands, except per share amounts).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                  |  |                              |     |                         |           |                |   |          |  |                         |     |                |           |  |   |     
|------------------------------------------------------------------------------------------------- |  | ---------------------------- | --- | ----------------------- | --------- | -------------- | - | -------- |  | ----------------------- | --- | -------------- | --------- |  | - | ----
|                                                                                                  |  | Three Months Ended March 31,
|                                                                                                  |  |                              |     | 2004                    |           | 2003          
|                                                                                                  |  | Earnings                     |     | Weighted- AverageShares |           | PerShareAmount |   | Earnings |  | Weighted- AverageShares |     | PerShareAmount
|Three Months Ended March 31:                                                                      |  |                              |     |                         |           |                |   |          |  |                         |     |                |           |  |   |     
|Basic EPS:                                                                                        |  |                              |     |                         |           |                |   |          |  |                         |     |                |           |  |   |     
|Net earnings available to common stockholders                                                     |  | $                            | 454 |                         | 1,993,385 |                | $ | 0.23     |  | $                       | 320 |                | 1,277,185 |  | $ | 0.25
|                                                                                                  |  |                              |     |                         |           |                |   |          |  |                         |     |                |           |  |   |     
|Effect of dilutive securities- Incremental shares from assumed conversion of options and warrants |  |                              |    |                         | 276,935   |                |   |          |  |                         |    |                | 101,711   |  |   |     
|                                                                                                  |  |                              |     |                         |           |                |   |          |  |                         |     |                |           |  |   |     
|Diluted EPS:                                                                                      |  |                              |     |                         |           |                |   |          |  |                         |     |                |           |  |   |     
|Net earnings available to common stockholders and assumed conversions                             |  | $                            | 454 |                         | 2,270,320 |                | $ | 0.20     |  | $                       | 320 |                | 1,378,896 |  | $ | 0.23
|                                                                                                  |  |                              |     |                         |           |                |   |          |  |                         |     |                |           |  |   |     



The following options
and warrants were excluded from the calculation of EPS for the three months ended March 31, 2003 due to the exercise price being above the average market price:



|         |  |                   |  |                |       |        |     
|-------- |  | ----------------- |  | -------------- | ----- | ------ | ----
|         |  | NumberOutstanding |  | Exercise Price |       | Expire
|Options  |  | 106,250           |  | $              | 12.00 |        | 2006
|Warrants |  | 112,990           |  | $              | 12.00 |        | 2004



(continued)



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Notes to Condensed Consolidated Financial Statements (Unaudited),
Continued



|4. | Stock OptionPlans.In 2000, the Company adopted stock option plans for directors and employees of the Company. Under the plans, the total number of options which may
be granted to purchase common stock is 375,000 (amended) for directors and 312,500 for employees (amended). At March 31, 2004, no options remain available for grant under the directors plan and 106,250 options remain available for grant under
the employees plan. The directors options vest immediately and have a life of five years. The employees options vest over a range from grant date to eight years and expire up to six years after vesting is complete, however no
employee option exceeds 10 years. All options and share prices have been adjusted to reflect the five-for-four stock split declared in July, 2003 (in thousands, except per share amounts).
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|                                                            |  |                 |  |                               |            |                               |      |                      |      
|----------------------------------------------------------- |  | --------------- |  | ----------------------------- | ---------- | ----------------------------- | ---- | -------------------- | -----
|                                                            |  | Numberof Shares |  | Range ofPer ShareOption Price |            | WeightedAveragePer SharePrice |      | AggregateOptionPrice
|Options outstanding at March 31, 2004 and December 31, 2003 |  | 574,562         |  | $                             | 8.00-12.00 |                               | 9.07 |                      | 5,211
|                                                            |  |                 |  |                               |            |                               |      |                      |      



The Company accounts
for their stock option plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25. No stock-based employee compensation cost is reflected in net earnings, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings if the Company had applied the fair value recognition provisions of Statement of Financial
Accounting Standards No. 123 to stock-based employee compensation. All per share information has been adjusted to reflect the five-for-four stock split declared in July, 2003 ($ in thousands, except per share amounts).



|                                                                                                                                       |  |                             |      |   |      |      |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---- | - | ---- | ---- | -
|                                                                                                                                       |  | Three Months EndedMarch 31, |     
|                                                                                                                                       |  | 2004                        |      |   | 2003 |     
|Net earnings, as reported                                                                                                              |  | $                           | 454  |   |      | 320  |  
|Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of related tax
effect |  |                             | (9   | ) |      | (14  | )
|                                                                                                                                       |  |                             |      |   |      |      |  
|Proforma net earnings                                                                                                                  |  | $                           | 445  |   |      | 306  |  
|                                                                                                                                       |  |                             |      |   |      |      |  
|Earnings per share:                                                                                                                    |  |                             |      |   |      |      |  
|Basic, as reported                                                                                                                     |  | $                           | 0.23 |   |      | 0.25 |  
|                                                                                                                                       |  |                             |      |   |      |      |  
|Basic, proforma                                                                                                                        |  | $                           | 0.22 |   |      | 0.24 |  
|                                                                                                                                       |  |                             |      |   |      |      |  
|Diluted, as reported                                                                                                                   |  | $                           | 0.20 |   |      | 0.23 |  
|                                                                                                                                       |  |                             |      |   |      |      |  
|Diluted, proforma                                                                                                                      |  | $                           | 0.20 |   |      | 0.22 |  
|                                                                                                                                       |  |                             |      |   |      |      |  



(continued)



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Notes to Condensed Consolidated Financial Statements (Unaudited),
Continued



|4. | Stock OptionPlans, Continued. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following
assumptions, there were no options granted during the three months ended March 31, 2004 (in thousands, except per share amounts):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                              |  |                                   |      |  
|------------------------------------------------------------- |  | --------------------------------- | ---- | -
|                                                              |  | Three Months Ended March 31, 2003 |     
|Risk-free interest rate                                       |  |                                   | 4.49 | %
|Dividend yield                                                |  |                                   |     |  
|Expected volatility                                           |  |                                   |     |  
|Expected life in years                                        |  |                                   | 10   |  
|Grant-date fair value of each option issued during the period |  | $                                 | 2.60 |  
|                                                              |  |                                   |      |  



|5. | Regulatory Capital. The Bank is required to maintain certain minimum regulatory capital requirements. At March 31, 2004, the Bank was in compliance with its regulatory
capital requirements.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Commitment to Purchase Land. In February, 2004, the Company entered into an agreement to purchase land for $625,000 to be used as a future branch site in Port
Charlotte, Florida. The Company expects to open the branch in the first quarter of 2005, subject to regulatory approval.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Review by Independent Accountants



Hacker, Johnson & Smith
PA, independent accountants, have made a limited review of the financial data as of March 31, 2004, and for the three-month periods ended March 31, 2004 and 2003 presented in this document, in accordance with standards established by the American
Institute of Certified Public Accountants.



Their report furnished pursuant to
Article 10 of Regulation S-X is included herein.



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Independent Accountants Report



First Community Bank Corporation of America

Pinellas Park, Florida:



We have reviewed the accompanying condensed consolidated balance sheet of
First Community Bank Corporation of America (the Company) as of March 31, 2004 and the related condensed consolidated statements of earnings, changes in stockholders equity and cash flows for the three-month periods ended March 31,
2004 and 2003. These financial statements are the responsibility of the Companys management.



We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



Based on our reviews, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.



We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2003, and the related consolidated statements of earnings, changes in stockholders equity and cash flows for the year then ended (not
presented herein); and in our report dated January 30, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of
December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



/s/ Hacker, Johnson & Smith PA



HACKER, JOHNSON & SMITH PA

Tampa, Florida

April 9, 2004



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Item 2. Managements Discussion and Analysis

or Plan of Operation



Forward Looking Statements



This document contains forward-looking statements as defined by Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve substantial risks and uncertainties. When used in this document, or in the documents incorporated by reference, the words
anticipate, believe, estimate, may, intend and expect and similar expressions are some of the forward-looking statements used in these documents. Actual results, performance, or
achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. Factors which may cause results to change materially include competition, inflation, general economic conditions, changes in
interest rates, and changes in the value of collateral securing loans First Community Bank Corporation of America has made, among other things.



General



First Community Bank Corporation of America (the Holding Company) owns all of the outstanding common stock of First Community Bank of America (the Bank) and First Community Lender Services,
Inc. (FCLS) (collectively, the Company). The Holding Companys primary business activity is the operations of the Bank. The Bank is a federally-chartered stock savings bank that provides a variety of banking services to
small and middle market businesses and individuals through its three banking offices located in Pinellas County and one banking office located in Charlotte County, Florida. FCLS was incorporated during 2001 and had minimal activity through March 31,
2004.



Liquidity and Capital Resources



The Companys primary source of cash during the three months ended
March 31, 2004, was from net deposit inflows of approximately $30.8 million, principle repayments and calls of securities of approximately $1.6 million and cash flows from operations of approximately $2.1 million. Cash was used primarily to
originate net loans of approximately $9.8 million, to purchase securities of approximately $3.0 million and to repay Federal Home Loan Bank advances of approximately $6.0 million. At March 31, 2004, the Bank exceeded its regulatory liquidity
requirements.



Off-Balance Sheet Arrangements and Aggregate Contractual
Obligations



The Company is a party to financial
instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused lines of credit and standby letters of credit. These
instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract amounts of these instruments reflect the extent of the Companys
involvement in particular classes of financial instruments.



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



The Companys exposure to credit loss in the event of nonperformance by the other party
to the financial instrument for commitments to extend credit, unused lines of credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it
does for on-balance-sheet instruments.



Commitments to extend credit are
agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Company evaluates each customers credit worthiness on a case-by-case basis. The amount of
collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on managements credit evaluation of the counter party.



Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in
issuing letters of credit is essentially the same as that involved in extending loans to customers.



Unused lines of credit and commitments to extend credit typically result in loans with a market interest rate.



A summary of the amounts of the Companys financial instruments, with off-balance sheet risk at March 31, 2004, follows (in thousands):



|                             |  |                 |       
|---------------------------- |  | --------------- | ------
|                             |  | Contract Amount
|Commitments to extend credit |  | $               | 1,420 
|                             |  |                 |       
|                             | 
|Unused lines of credit       |  | $               | 22,894
|                             |  |                 |       
|                             | 
|Standby letters of credit    |  | $               | 2,389 
|                             |  |                 |       



Management believes that the Company
has adequate resources to fund all of its commitments and that substantially all its existing commitments will be funded in 2004.



14



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Selected Financial Information



The following rates are presented for the dates and periods indicated:



|                                                                      |  |                                  |   |  |                            |   |  |                                  |  
|--------------------------------------------------------------------- |  | -------------------------------- | - |  | -------------------------- | - |  | -------------------------------- | -
|                                                                      |  | Three Months Ended March 31,2004 |   |  | Year EndedDecember 31,2003 |   |  | Three Months Ended March 31,2003 |  
|Average equity as a percentage of average assets                      |  | 10.61                            | % |  | 9.96                       | % |  | 7.71                             | %
|                                                                      |  |                                  |  
|Equity to total assets at end of period                               |  | 10.03                            | % |  | 11.19                      | % |  | 7.74                             | %
|                                                                      |  |                                  |  
|Return on average assets (1)                                          |  | .94                              | % |  | .89                        | % |  | .86                              | %
|                                                                      |  |                                  |  
|Return on average equity (1)                                          |  | 8.86                             | % |  | 8.97                       | % |  | 11.15                            | %
|                                                                      |  |                                  |  
|Noninterest expenses to average assets (1)                            |  | 2.77                             | % |  | 2.86                       | % |  | 3.03                             | %
|                                                                      |  |                                  |  
|Nonperforming assets as a percentage of total assets at end of period |  | .10                              | % |  | .29                        | % |  | .31                              | %

---

|(1) | Annualized for the three months ended March 31.
|--- | -----------------------------------------------



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Results of Operations



The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income
of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; and
(v) net interest margin.



|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|-------------------------------------------------------------------------------- |  | -------------- | ------- | ---------------------------- | - | ----------------- |  | ---- | ---------------------- |  | -------------------- | ------- | ----------------- | - | ----- |  | ---- | -
|                                                                                 |  |                |         | Three Months Ended March 31, |  
|                                                                                 |  |                |         | 2004                         |   | 2003              | 
|                                                                                 |  | AverageBalance |         | InterestandDividends         |   | AverageYield/Rate |  |      | AverageBalance         |  | InterestandDividends |         | AverageYield/Rate |  
|                                                                                 |  |                |         |                              |   |                   |  |      | (Dollars in thousands) |  |                      |        
|Interest-earning assets:                                                         |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Loans (1)                                                                        |  | $              | 165,254 |                              |   | 2,528             |  | 6.12 | %                      |  | $                    | 126,897 |                   |   | 2,094 |  | 6.60 | %
|Securities                                                                       |  |                | 7,990   |                              |   | 46                |  | 2.30 |                        |  |                      | 7,331   |                   |   | 73    |  | 3.98 |  
|Other interest-earning assets (2)                                                |  |                | 9,482   |                              |   | 21                |  | .89  |                        |  |                      | 4,560   |                   |   | 13    |  | 1.14 |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Total interest-earning assets                                                    |  |                | 182,726 |                              |   | 2,595             |  | 5.68 |                        |  |                      | 138,788 |                   |   | 2,180 |  | 6.28 |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Noninterest-earning assets                                                       |  |                | 10,497  |                              |   |                   |  |      |                        |  |                      | 10,049  |                   |   |       |  |      |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Total assets                                                                     |  | $              | 193,223 |                              |   |                   |  |      |                        |  | $                    | 148,837 |                   |   |       |  |      |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Interest-bearing liabilities:                                                    |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Savings, NOW, money-market deposit accounts                                      |  |                | 51,841  |                              |   | 116               |  | .90  |                        |  |                      | 36,690  |                   |   | 85    |  | .93  |  
|Time deposits                                                                    |  |                | 76,165  |                              |   | 477               |  | 2.51 |                        |  |                      | 70,516  |                   |   | 525   |  | 2.98 |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Total interest-bearing deposits                                                  |  |                | 128,006 |                              |   | 593               |  | 1.85 |                        |  |                      | 107,206 |                   |   | 610   |  | 2.28 |  
|Other interest-bearing liabilities (3)                                           |  |                | 19,405  |                              |   | 137               |  | 2.82 |                        |  |                      | 15,385  |                   |   | 108   |  | 2.81 |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Total interest-bearing liabilities                                               |  |                | 147,411 |                              |   | 730               |  | 1.98 |                        |  |                      | 122,591 |                   |   | 718   |  | 2.34 |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Noninterest-bearing liabilities                                                  |  |                | 25,311  |                              |   |                   |  |      |                        |  |                      | 14,765  |                   |   |       |  |      |  
|Stockholders equity                                                             |  |                | 20,501  |                              |   |                   |  |      |                        |  |                      | 11,481  |                   |   |       |  |      |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Total liabilities and stockholders equity                                       |  | $              | 193,223 |                              |   |                   |  |      |                        |  | $                    | 148,837 |                   |   |       |  |      |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Net interest income                                                              |  |                |         |                              | $ | 1,865             |  |      |                        |  |                      |         |                   | $ | 1,462 |  |      |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Interest-rate spread (4)                                                         |  |                |         |                              |   |                   |  | 3.70 | %                      |  |                      |         |                   |   |       |  | 3.94 | %
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Net interest margin (5)                                                          |  |                |         |                              |   |                   |  | 4.08 | %                      |  |                      |         |                   |   |       |  | 4.21 | %
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                | 1.24    |                              |   |                   |  |      |                        |  |                      | 1.13    |                   |   |       |  |      |  
|                                                                                 |  |                |         |                              |   |                   |  |      |                        |  |                      |         |                   |   |       |  |      |  

---

|(1) | Includes non-performing loans.
|--- | ------------------------------

|(2) | Includes Federal Home Loan Bank stock and interest-bearing deposits with banks.
|--- | -------------------------------------------------------------------------------

|(3) | Includes Federal Home Loan Bank advances, repurchase agreements with customers, and the Companys line of credit.
|--- | -----------------------------------------------------------------------------------------------------------------

|(4) | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Net interest margin is net interest income divided by average interest-earning assets.
|--- | --------------------------------------------------------------------------------------



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Comparison of the Three-Month Periods Ended March 31, 2004 and 2003



General. Our net earnings for the three months ended March
31, 2004, increased to $454,000 or $.23 earnings per basic share and $.20 earnings per diluted share compared to $320,000 or $.25 earnings per basic share and $.23 per diluted share for the three months ended March 31, 2003. Net earnings increased
due to an increase in net interest income and noninterest income, which was partially offset by an increase in noninterest expenses.



Net Interest Income. Interest income increased to $2.6 million during the three months ended March 31, 2004, from $2.2 million in 2003. Interest on loans
for the three months ended March 31, 2004 increased to $2.5 million from $2.1 million for the three months ended March 31, 2003. The increase in interest on loans was primarily due to an increase in the average balance of loans to $165.3 million,
during the three months ended March 31, 2004 compared to $126.9 million, during the three months ended March 31, 2003. This increase was partially offset by a decrease in the average yield earned to 6.12% for the three months ended March 31, 2004
from 6.60% for the three months ended March 31, 2003. Interest on securities decreased to $46,000 during the three months ended March 31, 2004 from $73,000 for the three months ended March 31, 2003. The decrease in interest income on securities was
due to a decrease in average yield earned from 3.98% in 2003 to 2.30% in 2004, which was partially offset by an increase in the average balance to $8.0 million in 2004 from $7.3 million in 2003.



Interest expense on interest bearing deposit accounts decreased to $593,000 during the three
months ended March 31, 2004, compared to $610,000 during the three months ended March 31, 2003. The decrease was due to a decrease in the rate paid to 1.85% during the three months ended March 31, 2004 from 2.28% during the three months ended March
31, 2003, which was partially offset by an increase in the average balance of interest bearing deposits to $128.0 million in 2004 from $107.2 million in 2003 due to the opening of an additional banking office in the fourth quarter of 2003. The
decline in the average rate paid was the result of managements efforts to increase low cost deposit accounts. Interest expense on other borrowings increased to $137,000 during the three months ended March 31, 2004, compared to $108,000 during
the three months ended March 31, 2003. The increase was due to an increase in the average balance of other borrowings to $19.4 million in 2004 from $15.4 million in 2003.



17



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Comparison of the Three-Month Periods Ended March 31, 2004 and 2003,
Continued



Provision for Loan Losses. Calculating the
allowance for loan losses is divided into two primary allocation groups: (1) specific allocation loans and (2) all other passing grade loans. For specific allocation loans, the Company has determined an allowance amount to set aside which it
believes is sufficient to cover any potential collateral shortfall. Problem loans are identified by the loan officer, loan review, loan committee or by the examiners. Those loans identified as problem loans are assigned a risk grade. Loans graded
special mention are multiplied by an inherent loss factor of 2% to determine the amount to be included in the allowance. Loans graded substandard are generally multiplied by a loss factor of 5%, loans graded doubtful are generally multiplied by a
loss factor of 50% and loans graded loss are multiplied by a loss factor of 100%. In addition to the 5% and 50% on substandard and doubtful loans, respectively, the loans are individually reviewed for any additional reserve that may be necessary.
All other loans, graded pass are multiplied by an historical experience factor to determine the appropriate level of the allowance for loan losses. In addition to historical experience factors, the Company also provides for losses due to economic
factors, concentration of credit risk and portfolio composition changes.



The provision for loan losses was $125,000 for the three months ended March 31, 2004 compared to $123,000 for the three months ended March 31, 2003. While continued economic weakness, rapidly rising interest rates, or
other factors could cause stress on the loan portfolio and affect the levels of nonperforming assets and charge-offs, management believes that the levels of nonperforming assets and the charge-off ratio are stable under the current circumstances.



The allowance for loan losses is $2,173,000 at March 31,
2004. While management believes that its allowance for loan losses is adequate as of March 31, 2004, future adjustments to the Companys allowance for loan losses may be necessary if economic conditions differ substantially from the assumptions
used in making the initial determination.



Noninterest Income.
Noninterest income increased to $313,000 in 2004 from $288,000 for the three- months ended March 31, 2003. The increase is primarily due to an increase in service charges on deposit accounts and other service charges and fees partially offset by a
decrease in gains recognized on the sale of loans held for sale.



Noninterest Expense. Total noninterest expense increased to $1.3 million for the three months ended March 31, 2004 from $1.1 million for the comparable period ended March 31, 2003, primarily due to an increase in employee
compensation and benefits of $68,000 due to the opening of a new banking office in the fourth quarter of 2003.



Income Taxes. Income taxes for the three months ended March 31, 2004, was $263,000 or 36.7% compared to $179,000 or 35.9% for the period ended March 31,
2003.



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



Item 3. Controls and Procedures



|a. | Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports
that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their
evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and Chief Financial officers of the Company concluded that the Companys disclosure controls and procedures were
adequate.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent
to the date of the evaluation of those controls by the Chief Executive and Chief Financial officers.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



PART II. OTHER INFORMATION



Item 1. Legal Proceedings



There are no material
pending legal proceeding to which First Community Bank Corporation of America and Subsidiaries, is a party or to which any of their property is subject.



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FIRST COMMUNITY BANK CORPORATION OF AMERICA



PART II. OTHER INFORMATION, CONTINUED



Item 6. Exhibits and Reports on Form 8-K



|(a) | Exhibits. The following exhibits were filed with the Securities and Exchange Commission.
|--- | ----------------------------------------------------------------------------------------



|            |  |                                                                                                                                              
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                       
|            | 
|*   3.1     |  | Amended and Restated Articles of Incorporation                                                                                               
|            | 
|*   3.2     |  | Bylaws                                                                                                                                       
|            | 
|*   4.1     |  | Specimen Common Stock Certificate                                                                                                            
|            | 
|*   4.3     |  | Warrant Certificate                                                                                                                          
|            | 
|** 10.1     |  | Employment Agreement of Kenneth P. Cherven                                                                                                   
|            | 
|*   10.2    |  | First Amended and Restated Non-Employee Director Stock Option Plan                                                                           
|            | 
|*   10.3    |  | Long-Term Incentive Plan                                                                                                                     
|            | 
|*   10.4    |  | Incentive Compensation Plan                                                                                                                  
|            | 
|31.1        |  | Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                         
|            | 
|31.2        |  | Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act                                         
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
|            | 
|** 99.5     |  | Audit Committee Charter                                                                                                                      

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|* | Exhibits marked with an asterisk were submitted with the Companys original filing of Form SB-2 on April 7, 2003.
|- | -----------------------------------------------------------------------------------------------------------------

|** | Exhibits marked with a double asterisk were submitted with the Companys filing of its Amendment One to Form SB-2 on May 8, 2003.
|-- | ---------------------------------------------------------------------------------------------------------------------------------



|(b) | Reports on Form 8-K.Registrant filed one Form 8-K during the three-month period ended March 31, 2004 as follows:
|--- | ----------------------------------------------------------------------------------------------------------------



On January 21, 2004, First Community Bank Corporation of American issued a
press release announcing its financial results for the fourth quarter ended December 31, 2003.



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##### Table of Contents

FIRST COMMUNITY BANK CORPORATION OF AMERICA



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.



|                  |  |                                             |  |                                                                        
|----------------- |  | ------------------------------------------- |  | -----------------------------------------------------------------------
|                  |  | FIRST COMMUNITY BANK CORPORATION OF AMERICA
|                  |  | (Registrant)                               
|                  |  |                                            
|Date: May 3, 2004 |  | By:                                         |  | /s/ Kenneth P. Cherven                                                 
|                  |  |                                             |  | Kenneth P. Cherven, President and Chief Executive Officer              
|                  |  |                                            
|Date: May 3, 2004 |  | By:                                         |  | /s/ John A. Stewart, Jr.                                               
|                  |  |                                             |  | John A. Stewart, Jr., Senior Vice President and Chief Financial Officer



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