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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB








|  |  |                                                                                   
|- |  | ----------------------------------------------------------------------------------
|x |  | Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 
| 
|  |  | For the quarterly period ended March 31, 2001.                                    
| 
|o |  | Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
| 
|  |  | For the transition period from 
 to                                               

Commission File No. 333-65066

FCB FINANCIAL CORP.
(Name of Small Business Issuer in Its Charter)

|                                         |  |                                        
|---------------------------------------- |  | ---------------------------------------
|Georgia                                  |  | 58-2606457                             
|(State of Incorporation)                 |  | (I.R.S. Employer Identification Number)
|                                        
|401 Mall Boulevard
Savannah, Georgia     |  | 31406                                  
|(Address of Principal Executive Offices) |  | (Zip Code)                             

(912) 303-0209
(Issuers Telephone Number, Including Area Code)








Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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   o

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

|                              |  |                              
|----------------------------- |  | -----------------------------
|Class                         |  | Outstanding at March 31, 2001
|                              |  |                              
|Common Stock, $1.00 par value |  | 1,471,000                    

Transitional Small Business Disclosure Format (check one):

Yes   o   
No   x










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TABLE OF CONTENTS



|                              |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statement                                                                  
|                              |                                                                                               | UNAUDITED CONSOLIDATED BALANCE SHEET                
|                              |                                                                                               | UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS      
|                              |                                                                                               | UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS      
|                              |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|PART II  OTHER INFORMATION  
|SIGNATURES                   



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FCB FINANCIAL CORP.

INDEX

|        |  |                       |  |                                                                                                                                                                           |  |  
|------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|PART I  |  | FINANCIAL INFORMATION |  |                                                                                                                                                                          
|       
|        |  | Item 1.               |  | Financial Statements                                                                                                                                                      |  |  
|       
|        |  |                       |  | Condensed Consolidated Balance Sheet as of March 31, 2002 (Unaudited)                                                                                                     |  | 2
|       
|        |  |                       |  | Condensed Consolidated Statements of Income (Unaudited) for the Three
Months ended March 31, 2002 and the period from February 13,
2001 (inception) to March 31, 2002     |  | 3
|       
|        |  |                       |  | Condensed Consolidated Statements of Cash Flows (Unaudited) for the
Three months ended March 31, 2002 and the period from
February 13, 2001 (inception) to March 31, 2002 |  | 4
|       
|        |  |                       |  | Notes to Condensed Consolidated Financial Statements                                                                                                                      |  | 5
|       
|        |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                                                                                     |  | 6
|       
|PART II |  | OTHER INFORMATION     |  |                                                                                                                                                                          





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PART I. FINANCIAL INFORMATION




Item 1. Financial Statement




FCB FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED CONSOLIDATED BALANCE SHEET
MARCH 31, 2002

|                                     |                                                                                                              |   |                                            |            |   |            |  | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------ | - | ------------------------------------------ | ---------- | - | ---------- |  | 
|ASSETS                               |                                                                                                              |   |                                            |           
|Cash and Due From Banks              |                                                                                                              | $ | 593,496                                    |           
|Federal Funds Sold                   |                                                                                                              |   | 8,452,000                                  |           
|                                     |                                                                                                              |   |                                            |           
|                                     | Cash and Cash Equivalents                                                                                    |   |                                            | 9,045,496  |  
|                                     |                                                                                                              |   |                                            |           
|Securities Available For Sale        |                                                                                                              |   | 8,106,474                                  |           
|                                     |                                                                                                              |   |                                            |           
|Loans                                |                                                                                                              |   | 17,114,368                                 |           
|                                     | Less Allowance for Loan Losses                                                                               |   |                                            | (225,000   | )
|                                     |                                                                                                              |   |                                            |           
|                                     | Loans, Net                                                                                                   |   |                                            | 16,889,368 |  
|                                     |                                                                                                              |   |                                            |           
|Property, Net                        |                                                                                                              |   | 2,101,168                                  |           
|                                     |                                                                                                              |   |                                            |           
|Other Assets                         |                                                                                                              |   | 818,582                                    |           
|                                     |                                                                                                              |   |                                            |           
|                                     |                                                                                                              |   | Total Assets                               |            | $ | 36,961,088 | 
|                                     |                                                                                                              |   |                                            |           
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                                              |   |                                            |           
|Deposits:                            |                                                                                                              |   |                                            |           
|                                     | Non-Interest Bearing Demand                                                                                  |   | $                                          | 1,305,231  |  
|                                     | Interest Bearing Demand                                                                                      |   |                                            | 16,138,324 |  
|                                     | Savings                                                                                                      |   |                                            | 73,941     |  
|                                     | Time                                                                                                         |   |                                            | 5,883,746  |  
|                                     |                                                                                                              |   |                                            |           
|                                     |                                                                                                              |   | Total Deposits                             |            |   | 23,401,242 | 
|                                     |                                                                                                              |   |                                            |           
|Shareholders Equity                 |                                                                                                              |   |                                            |           
|                                     | Common Stock, Par Value $1; 10,000,000 Shares
Authorized; 1,471,000 Issued and Outstanding at
March 31, 2002 |   |                                            | 1,471,000  |  
|                                     | Capital Surplus                                                                                              |   |                                            | 13,071,193 |  
|                                     | Common Stock Subscribed                                                                                      |   |                                            | 140,000    |  
|                                     | Accumulated Deficit                                                                                          |   |                                            | (1,086,347 | )
|                                     | Cumulative Other Comprehensive Income, Net                                                                   |   |                                            | (36,000    | )
|                                     |                                                                                                              |   |                                            |           
|                                     |                                                                                                              |   | 13,559,846                                 |           
|                                     |                                                                                                              |   |                                            |           
|                                     |                                                                                                              |   | Total Liabilities and Shareholders Equity |            | $ | 36,961,088 | 
|                                     |                                                                                                              |   |                                            |           

The accompanying notes are an integral part of this financial statement.





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FCB FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND FOR THE PERIOD FROM
FEBRUARY 13, 2001 (INCEPTION) TO MARCH 31, 2002

|                                                   |                                          |                       |          |                    |         |                |            |                   |         | 
|-------------------------------------------------- | ---------------------------------------- | --------------------- | -------- | ------------------ | ------- | -------------- | ---------- | ----------------- | ------- | 
|                                                   |                                          |                       |          |                    |         |                |            | Period from      
|                                                   |                                          |                       |          |                    |         |                |            | February 13, 2001
|                                                   |                                          |                       |          | Three months ended |         | (inception) to
|                                                   |                                          |                       |          | March 31, 2002     |         | March 31, 2002
|                                                   |                                          |                       |          |                   
|Loans, Including Fees                              |                                          | $                     | 225,409  |                    |         | $              | 225,409    |                  
|Investment Securities                              |                                          |                       | 26,515   |                    |         |                | 26,515     |                  
|Federal Funds Sold                                 |                                          |                       | 36,695   |                    |         |                | 36,695     |                  
|                                                   |                                          |                       |          |                   
|                                                   |                                          | Total Interest Income |          |                    | 288,619 |                |            |                   | 288,619 | 
|Interest Expense                                   |                                          |                       | 101,430  |                    |         |                | 101,430    |                  
|                                                   |                                          |                       |          |                   
|Net Interest Income                                |                                          |                       | 187,189  |                    |         |                | 187,189    |                  
|Provision For Loan Losses                          |                                          |                       | 225,000  |                    |         |                | 225,000    |                  
|                                                   |                                          |                       |          |                   
|Net Interest Income After Provision of Loan Losses |                                          |                       | (37,811  | )                  |         |                | (37,811    | )                
|                                                   |                                          |                       |          |                   
|Other Income                                       |                                          |                       | 208,902  |                    |         |                | 238,976    |                  
|Other Expenses                                     |                                          |                       |          |                    |         |                |            |                  
|                                                   | Salaries
and Employee Benefits           |                       |          | 340,416            |         |                |            | 850,954           |        
|                                                   | Occupancy and Equipment                  |                       |          | 74,329             |         |                |            | 113,144           |        
|                                                   | Marketing and Other Business Development |                       |          | 51,370             |         |                |            | 116,674           |        
|                                                   | Postage, Printing and Supplies           |                       |          | 23,212             |         |                |            | 23,212            |        
|                                                   | Other                                    |                       |          | 230,705            |         |                |            | 488,587           |        
|                                                   |                                          |                       |          |                   
|                                                   |                                          |                       | 720,032  |                    |         |                | 1,592,571  |                  
|                                                   |                                          |                       |          |                   
|Loss Before Income Taxes                           |                                          |                       | (548,941 | )                  |         |                | (1,391,406 | )                
|                                                   |                                          |                       |          |                   
|                                                   |                                          | Income Tax Expense    |          |                    |         |                |            |                   |         | 
|Net Loss                                           |                                          |                       | (548,941 | )                  |         |                | (1,391,406 | )                
|                                                   |                                          |                       |          |                   

The accompanying notes are an integral part of this financial statement.





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FCB FINANCIAL CORP. AND SUBSIDIARY


UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND FOR THE PERIOD FROM
FEBRUARY 13, 2001 (INCEPTION) TO MARCH 31, 2002

|                          |                                                                            |                            |                               |             |                    |          |                |             |                   |          |  
|------------------------- | -------------------------------------------------------------------------- | -------------------------- | ----------------------------- | ----------- | ------------------ | -------- | -------------- | ----------- | ----------------- | -------- | -
|                          |                                                                            |                            |                               |             |                    |          |                |             | Period from      
|                          |                                                                            |                            |                               |             |                    |          |                |             | February 13, 2001
|                          |                                                                            |                            |                               |             | Three months ended |          | (inception) to
|                          |                                                                            |                            |                               |             | March 31, 2002     |          | March 31, 2002
|                          |                                                                            |                            |                               |             |                   
|Operating Activities:     |                                                                            |                            |                               |             |                    |          |                |            
|                          | Net Loss                                                                   |                            | $                             | (548,941    | )                  |          | $              | (1,391,406  | )                
|                          | Adjustments to Reconcile Net Loss to Net Cash Used
in OperatingActivities: |                            |                               |             |                    |          |                |             |                  
|                          |                                                                            |                            | Depreciation                  |             |                    | 16,999   |                |             |                   | 17,599   |  
|                          |                                                                            |                            | Provision for Loan Losses     |             |                    | 225,000  |                |             |                   | 225,000  |  
|                          |                                                                            |                            | Increase in Other Assets      |             |                    | (440,719 | )              |             |                   | (514,477 | )
|                          |                                                                            |                            | Increase in Other Liabilities |             |                    |          |                |             |                   | 113,666  |  
|                          |                                                                            |                            |                               |             |                   
|                          | Net Cash Used in Operating Activities                                      |                            |                               | (747,661    | )                  |          |                | (1,549,618  | )                
|                          |                                                                            |                            |                               |             |                   
|Investing Activities:     |                                                                            |                            |                               |             |                    |          |                |            
|                          | Purchase of Securities Available For Sale, Net                             |                            |                               | (8,171,474  | )                  |          |                | (8,171,474  | )                
|                          | Net Increase in Loans                                                      |                            |                               | (7,304,122  | )                  |          |                | (7,304,122  | )                
|                          | Purchase of Property                                                       |                            |                               | (2,106,167  | )                  |          |                | (2,106,167  | )                
|                          | Cash Received From Branch Purchase                                         |                            |                               | 687,326     |                    |          |                | 687,326     |                  
|                          |                                                                            |                            |                               |             |                   
|                          | Net Cash Used in Investing Activities                                      |                            |                               | (16,894,437 | )                  |          |                | (16,894,437 | )                
|                          |                                                                            |                            |                               |             |                   
|Financing Activities:     |                                                                            |                            |                               |             |                    |          |                |            
|                          | Net Increase in Deposits                                                   |                            |                               | 12,542,807  |                    |          |                | 12,542,807  |                  
|                          | Proceeds from Issuance of Common Stock Net of
Offering Costs               |                            |                               | 14,094,489  |                    |          |                | 14,946,744  |                  
|                          |                                                                            |                            |                               |             |                   
|                          | Net Cash Provided by Financing Activities                                  |                            |                               | 26,637,296  |                    |          |                | 27,489,551  |                  
|                          |                                                                            |                            |                               |             |                   
|                          | Net Increase in Cash and Cash Equivalents                                  |                            |                               | 8,995,198   |                    |          |                | 9,045,496   |                  
|                          | Cash and Cash Equivalents Beginning of Period                              |                            |                               | 50,298      |                    |          |                |             |                  
|                          |                                                                            |                            |                               |             |                   
|                          | Cash and Cash Equivalents End of Period                                    |                            | $                             | 9,045,496   |                    |          | $              | 9,045,496   |                  
|                          |                                                                            |                            |                               |             |                   
|Supplemental Disclosures: |                                                                            |                            |                               |             |                    |          |                |            
|                          |                                                                            | Cash Paid for Interest     |                               | $           | 60,000             |          |                | $           | 105,000           |         
|                          |                                                                            |                            |                               |             |                   
|                          |                                                                            | Cash Paid for Income Taxes |                               |             |                    |          |                |             |                   |         
|                          |                                                                            |                            |                               |             |                   

The accompanying notes are an integral part of this financial statement.





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FCB FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1  BASIS OF PRESENTATION

The Companys unaudited consolidated financial statements were prepared in
accordance with the instructions for Form 10-QSB and, therefore, do not include
information or footnotes necessary for a complete presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles. In the opinion of management of the Company,
however, the consolidated financial statements reflect all adjustments
(consisting of only normal recurring accruals) which are necessary to present
fairly the consolidated financial position and the consolidated results of
operations of the Company. The consolidated results of operations for the
three month period ended March 31, 2002 and the period from February 13, 2001
(inception) to March 31, 2002 are not necessarily indicative of the results of
which may be expected for an entire year.





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Cautionary Notice Regarding Forward-Looking Statements

Some of
the statements of FCB Financial Corp. (the Company) and First
Chatham Bank (the Bank) included in this
Report, including matters discussed under the caption Managements Discussion
and Analysis of Financial Condition and Plan of Operations, are
forward-looking statements. Forward-looking statements include statements
about the competitiveness of the banking industry, potential regulatory
obligations, potential economic growth in the Banks primary service area, the
business strategies of the Company and the Bank, capital expenditures of the
Company and the Bank, including construction of additional offices, the Banks
acquisition of the Savannah branch office of The Tattnall Bank and other
statements that are not historical facts. The words anticipate, estimate,
project, intend, expect, believe, forecast and similar expressions
are intended to identify the forward-looking statements, but some of these
statements may use other phrasing. These forward-looking statements are not
guarantees of future performance and are subject to a number of risks,
uncertainties and other factors that could cause the Companys actual results,
performance or achievements to differ materially from those expressed or
implied by these forward-looking statements. These factors include, among other
things (i) increased competition from other financial institutions, (ii) lack
of sustained growth in the economy of Chatham County, Georgia, (iii) rapid
fluctuations in interest rates, (iv) departures of key personnel, (v) failure
to successfully integrate the branch acquisition, (vi) potential deposit
attrition following completion of the branch acquisition and (vii) changes in
the legislative and regulatory environment. Many of these factors are beyond
the Companys ability to control or predict, and readers are cautioned not to
put undue reliance on such forward-looking statements. The Company disclaims
any obligation to update or revise publicly or otherwise any forward-looking
statements to reflect subsequent events, new information or future
circumstances, except as required by law.




Item 2.   Managements Discussion and Analysis of Financial Condition and Results of Operations

The purpose of the
following discussion is to address information relating
to the financial condition and results of operations of the Company that may
not be readily apparent from the consolidated financial statements and notes
thereto, which begin on page 2 of this Report. This discussion should be read
in conjunction with the information provided in the Companys consolidated
financial statements and notes thereto.

General

The Company was in the development stage during the last fiscal year and
remained in that stage until January 2002. The Company was organized on
February 13, 2001 to serve as a holding company for the Bank. During the
fiscal year ending December 31, 2001, the Companys main activities were:



| |  |  | seeking, interviewing and selecting its officers;
| | - |  | -------------------------------------------------
|
| |  |  | preparing its business plan;                     





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| |  |  | applying for a state bank charter under the laws of the State of Georgia;                                                                                          
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | applying for FDIC deposit insurance;                                                                                                                               
|
| |  |  | applying to become a bank holding company;                                                                                                                         
|
| |  |  | identifying the sites for its banking facilities;                                                                                                                  
|
| |  |  | negotiating an acquisition of the performing loans and
assumption of certain deposits and other liabilities of the Savannah
branch office of The Tattnall Bank; and
|
| |  |  | raising equity capital through an initial public offering.                                                                                                         

With the prior approval of the Board of Governors of the Federal Reserve
and the Georgia Department of Banking and Finance (the Georgia Department),
on January 22, 2002, the Company used $10,000,000 of the net proceeds of its
initial public offering of common stock (the Offering) to capitalize the Bank. In return, the
Bank issued all of its common stock to the Company, and the Company became the
Banks sole shareholder. Accordingly, the Company is now a bank holding
company within the meaning of the Bank Holding Company Act of 1956,
as amended.

On January 23, 2002, pursuant to a Purchase and Assumption Agreement,
dated October 22, 2001, the Bank acquired the performing loans and assumed
certain deposit and other liabilities of the Savannah branch office of The
Tattnall Bank, located at 7917 Abercorn Street, Savannah, Georgia (the Branch
Acquisition). In the Branch Acquisition, the Bank assumed approximately
$10,924,000 in deposit and other liabilities and acquired approximately
$9,869,000 in loans and other assets. The Bank was charged a premium of
$370,000 on the deposit liabilities it assumed from The Tattnall Bank.

Pursuant to the terms of Purchase and Assumption Agreement, the Bank
received a cash payment of approximately $413,000 at closing, the amount by
which the deposit and other liabilities assumed by the Bank exceeded the amount
of the deposit premium and the loans and other assets (including an additional
amount of approximately $272,000 representing vault cash and ATM cash) acquired
by the Bank. In connection with the Branch Acquisition, the Bank entered into
a one year agreement with The Tattnall Bank to lease the facility used by The
Tattnall Bank as its Savannah branch office, including all of the existing
furniture, fixtures and equipment. The Bank plans to conduct banking
operations in this facility until construction of the Banks future main office
facility is completed. For the remainder of the lease term, the Company plans
to use this facility for additional office space. On January 23, 2002, after
completing the Branch Acquisition, the Bank opened for business in the branch
office facility formerly used by The Tattnall Bank as its Savannah branch
office.

Financial Condition

At March 31, 2002, the Company had total assets of approximately $36.9
million. These assets consisted principally of approximately $16.9 million in
loans, $8.4 million in federal funds





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sold and $2.1 million in property. At March 31, 2002, the Companys loan portfolio
consisted principally of approximately $11.7 million in commercial loans, $5.0
million in consumer loans and $0.4 million in real estate loans. The allowance
for loan losses was $225,000 at March 31, 2002.

Liabilities at March 31, 2002 totaled approximately $23.4 million,
consisting principally of $16.1 million in interest bearing demand deposits,
$5.8 million in time deposits and $1.3 in non-interest bearing demand deposits.
At March 31, 2002, shareholders equity was approximately $13.6 million.

Liquidity

Liquidity management involves the ability to match the cash flow
requirements of the Companys customers, who may be either depositors desiring
to withdraw funds or borrowers requiring loan proceeds. This is accomplished
by monitoring and managing the balances and maturities of its loans and
deposits in such a way that its cash in vaults, cash held in correspondent bank
accounts, and federal funds sold are sufficient to meet anticipated demand for
immediate funds. Additionally, the Bank has applied for membership in the
Federal Home Loan Bank and the bank maintains a federal funds borrowed line of
credit with its primary correspondent as a source of additional liquidity as
needed.

The liquidity of the Company is monitored on a periodic basis by
management and regulatory authorities. The Company has no historical reference
for seasonal or other related demands on its liquidity. Because of this lack
of history and the expected high growth of the Company, a higher than normal
level of liquidity is being maintained.

Capital Expenditures  Additional Office Properties

On August 1, 2001, the Company acquired an approximately 0.8 acre lot
neighboring the Oglethorpe Mall in Savannah for a purchase price of $785,000.
The property will be the site for the Banks future main office, which is
expected to have approximately 6,400 square feet of office space. To pay for
the property, the Company entered into a loan agreement with Nexity Bank, for
an amount of $785,000. Each organizer of the Company guaranteed a pro-rata
portion of the loan, which bore interest at 0.75% less than the prime rate, as
published in the Money Rates section of The Wall Street Journal, and was
scheduled to be due on August 1, 2002. In January 2002, the Company repaid the
loan in full using a portion of the proceeds of the Offering.

In addition, in June 2001 the Company acquired an approximately 1.0 acre
lot in the West Chatham area of Chatham County for a purchase price of
$975,000. The property will be the site for a branch office, which is expected
to have approximately 3,200 square feet of office space. The purchase price
for this branch office site was funded through a loan agreement with Nexity
Bank for an amount of $975,000. Each organizer of the Company guaranteed a
pro-rata portion of the loan, which bore interest at 0.75% less than the prime
rate, as published in the Money Rates section of The Wall Street Journal, and
was scheduled to be due on June 25, 2002. In January 2002, the Company repaid
the loan in full using a portion of the proceeds of the Offering.





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Construction of the future main office and branch office began in
September 2001. Costs of constructing the future main office and branch office
facilities are estimated at $1,300,000 and $800,000, respectively, and are
being funded with a portion of the net proceeds of the Offering. The Company
has contracted with J.T. Turner Construction Co., Inc., a construction company
owned by James T. Turner, Jr., a director of the Bank, to construct these office
facilities. The Company accepted bids for the construction of these
facilities and selected Mr. Turners company as a result of it submitting the
lowest bid.

Costs of furnishing and equipping the Banks future main office and branch
office facilities are estimated at $406,800 and $256,800, respectively.

Other than as described above, management knows of no trends, demands,
commitments, events or uncertainties that should result in, or are reasonably
likely to result in, the Companys liquidity increasing or decreasing in any
material way in the foreseeable future.

Capital Adequacy

Requirements by banking regulators include the monitoring of risk-based
capital guidelines for banks and holding companies that are designed to make
capital requirements more sensitive to differences in risk profiles and account
for off balance sheet items. The Bank and the Company substantially exceeded
the regulatory minimums on capital requirements and ratios as of March 31,
2002. However, as the Company and the Bank continue to grow and the loan
portfolio increases, these ratios should adjust downward. Management will
monitor these amounts and ratios on a continuous basis. The minimum capital
requirements and the actual capital ratios for the Company and the Bank as of
March 31, 2002 are as follows:

|                          |                |  |           |       |         |  |             |       |  |  |      |      | 
|------------------------- | -------------- |  | --------- | ----- | ------- |  | ----------- | ----- |  |  | ---- | ---- | 
|                          |                |  | FCB       |       | First   |  | Regulatory 
|                          |                |  | Financial |       | Chatham |  | Minimum    
|                          |                |  | Corp.     |       | Bank    |  | Requirement
|                          |                |  |           |       |         |  |            
|Leverage capital ratios   |                |  | 25.59     |       |         |  | 25.67       |       |  |  | 4.00 |     
|Risk-based capital ratios |                |  |           |       |         |  |             |       |  |  |      |     
|                          | Tier 1 capital |  |           | 42.04 |         |  |             | 27.93 |  |  |      | 4.00 | 
|                          | Total capital  |  |           | 42.04 |         |  |             | 27.93 |  |  |      | 8.00 | 

Results of Operations

The Companys banking subsidiary, First Chatham Bank, received its charter
from the Georgia Department and commenced banking operations on January 23,
2002.

The Companys results of operations are determined by its ability to
effectively manage net interest income, control non-interest expenses, generate
non-interest income and minimize loan losses. In order for the Company to
become profitable, it must increase the amount of its earning assets so that
net interest income along with non-interest income is sufficient to cover
normal operating expenses incurred in a banking operation and the Banks
provision for loan losses.





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Net Income.Net losses for the three month period ended March 31, 2002
and the period from February 13, 2001 (inception) to March 31, 2002 were
$548,941 and $1,391,406, respectively. Net interest income for the three
months ended March 31, 2002 was $187,189, which resulted in a net interest
margin for the three month period ended March 31, 2002 of 5.31%.

Provision for Loan Losses.The provision for loan losses represents a
charge to earnings in the current period to maintain an allowance for possible
future loan losses. These charges are at a level that management determines is
adequate based on the makeup of the loan portfolio and current economic
considerations. The provision for loan losses was $225,000 for the three month
period ended March 31, 2002. As of March 31, 2002, no loans had been charged
off by the Company. In addition, there were no loans past due greater than
thirty days and no loans had been placed on nonaccrual status.

Other Income and Expenses.Other income totaled $208,902 for the three
months ended March 31, 2002. Total non-interest expense was $720,032 for the
three months ended March 31, 2002. Non-interest expense consisted primarily
of $340,416 in salaries and employee benefits and $230,705 of other expenses,
which principally included legal and accounting expenses, data processing,
consultant fees, insurance, dues and subscriptions and charter expenses.

Income Taxes.The Company will be subject to federal and state income
taxes when taxable income is generated. No income taxes have been accrued as
of March 31, 2002, because of the operational losses incurred to date.





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PART II

OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

|    |  |                                                                                                                                                                                                                                      
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Exhibits                                                                                                                                                                                                                             
|   
|    |  | None                                                                                                                                                                                                                                 
|   
|(b) |  | Reports on Form 8-K                                                                                                                                                                                                                  
|   
|    |  | The Company filed a form 8-K on February 7, 2002 to report the
completion of its acquisition of the performing loans and
assumption of the deposits and certain other liabilities of the
Savannah branch office of The Tattnall Bank.





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##### Table of Contents






SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the Registrant caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

|       |  |              |  |                     |  |                                                                                   
|------ |  | ------------ |  | ------------------- |  | ----------------------------------------------------------------------------------
|       |  |              |  | FCB FINANCIAL CORP.
|      
|       |  |              |  | By:                 |  | /s/ Brian R. Foster                                                               
|       |  |              |  |                     |  |                                                                                   
|       |  |              |  |                     |  | Brian R. Foster                                                                   
|Dated: |  | May 17, 2002 |  |                     |  | President and Chief Executive Officer
(Principal Executive and Accounting Officer)