SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    Form 10-Q


[  X ]    QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

[    ]    TRANSITION  REPORT PURSUANT TO SECTION  13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____


                       Commission File Number: 000-1170902




                          FLORIDA COMMUNITY BANKS, INC.
             (Exact name of registrant as specified in its charter)





                   Florida                              35-2164765
                   -------                              ----------
       (State or Other Jurisdiction of         (IRS Employer Identification No.)
       Incorporation or Organization)


 1400 North 15th Street, Immokalee, Florida             34142-2202
 ------------------------------------------             ----------
   (Address of Principal Executive Office)         (Including Zip Code)


                                 (239) 657-3171
                (Issuer's Telephone Number, Including Area Code)



No Change (Former name,  former address and former fiscal year, if changed since
last report)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes    X       No
                                       ----------     -----------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $0.01 par value           Outstanding at August 1, 2002: 2,602,764


<PAGE>




                                INTRODUCTORY NOTE

Florida  Community Banks,  Inc.  ("FCBI") was incorporated on February 20, 2002.
FCBI had no assets,  liabilities,  revenues or operations  until April 15, 2002,
when FCBI  acquired 100% of the  outstanding  shares of Florida  Community  Bank
("Bank") common stock pursuant to a Plan of  Reorganization  and Share Exchange.
Since April 15, 2002, FCBI's predominate  activity has been acting as a one-bank
holding company for Florida Community Bank and the Bank has continued to conduct
its  activities  in  substantially   the  same  manner  as  it  had  before  the
acquisition.








             [The remainder of this page intentionally left blank.]


<PAGE>


                                    Form 10-Q
                          FLORIDA COMMUNITY BANKS, INC.
                                  June 30, 2002


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                           Page No.
Part I - Financial Information

<S>    <C>
  Item 1 - Consolidated Financial Statements (Unaudited)

           Consolidated Statements of Financial Condition as of June 30, 2002
              and December 31, 2001.......................................................................     4

           Consolidated Statements of Income For The Three Months Ended
              June 30, 2002 and 2001......................................................................     5

           Consolidated Statements of Income For The Six Months Ended
              June 30, 2002 and 2001......................................................................     6

           Consolidated Statement of Shareholders' Equity For The Six Months
              Ended June 30, 2002.........................................................................     7

           Consolidated Statements of Cash Flows For The Six Months
              Ended June 30, 2002 and 2001................................................................     8

           Notes to Consolidated Financial Statements.....................................................     9

  Item 2 - Management's Discussion and Analysis of
           Financial Condition and Results of Operations..................................................    12

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk.....................................    20

Part II - Other Information

  Item 4 - Submission of Matters to a Vote of Security Holders............................................    22

  Item 6 - Exhibits and Reports on Form 8-K...............................................................    23

Certification of Periodic Financial Reports

Signatures
</TABLE>

                                       3

<PAGE>



PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements

                          FLORIDA COMMUNITY BANKS, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 June 30, 2002 (Unaudited) and December 31, 2001
<TABLE>
<CAPTION>

                                                                                    June 30,
                                                                                      2002           December 31,
                                                                                   (Unaudited)           2001
                                                                                ----------------  -----------------
Assets
<S>                                                                             <C>               <C>
Cash and due from banks......................................................   $     10,499,409  $      15,193,797
Interest-bearing deposits with banks.........................................          2,388,155          7,845,331
Federal funds sold...........................................................         11,196,000                 -
                                                                                ----------------  ----------------
       Cash and Cash Equivalents.............................................         24,083,564         23,039,128

Interest-bearing time deposits with banks....................................          2,534,214          2,500,000
Securities available for sale................................................          1,933,058          1,960,475
Securities held-to-maturity, fair value of $40,140,277 and $33,290,686.......         39,449,215         33,041,035

Loans, net of unearned income................................................        367,536,084        318,665,591
Allowance for loan losses....................................................         (4,428,912)        (3,802,836)
                                                                                ----------------  -----------------
       Net Loans.............................................................        363,107,172        314,862,755

Premises and equipment, net..................................................          8,882,098          7,938,850
Accrued interest.............................................................          2,695,938          2,688,165
Foreclosed real estate.......................................................            118,131             49,788
Deferred taxes, net..........................................................          1,111,359          1,111,359
Other assets.................................................................          1,330,717            869,117
                                                                                ----------------  -----------------

       Total Assets..........................................................   $    445,245,466  $     388,060,672
                                                                                ================  =================

Liabilities and Shareholders' Equity

Liabilities
Deposits
   Non-interest-bearing......................................................   $     58,396,065  $      60,160,766
   Interest-bearing..........................................................        317,369,539        257,700,574
                                                                                ----------------  -----------------
       Total Deposits........................................................        375,765,604        317,861,340

Short-term borrowings........................................................                 --          1,086,000
Long-term Federal Home Loan Bank advances....................................         25,000,000         32,500,000
Subordinated capital note....................................................                 --          5,000,000
Other long-term debt.........................................................             68,786             79,761
Guaranteed preferred beneficial interests in the company's
   subordinated debentures...................................................         10,000,000                 --
Deferred compensation........................................................            448,100            473,267
Accrued interest.............................................................          1,920,880          1,688,813
Other liabilities............................................................            783,912            232,836
                                                                                ----------------  -----------------
       Total Liabilities.....................................................        413,987,282        358,922,017

Shareholders' Equity
Common stock-par value $.01 per share, 10,000,000 shares
   authorized, 2,602,764 shares issued and outstanding.......................             26,028             26,028
Paid-in capital..............................................................         16,685,260         16,685,260
Retained earnings............................................................         14,546,896         12,427,367
                                                                                ----------------  -----------------
       Total Shareholders' Equity............................................         31,258,184         29,138,655
                                                                                ----------------  -----------------

Total Liabilities and Shareholders' Equity...................................   $    445,245,466  $     388,060,672
                                                                                ================  =================
</TABLE>
                 See notes to consolidated financial statements
                                       4

<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                    Three months Ended June 30, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                           Three Months
                                                                                          Ended June 30,
                                                                                -----------------------------------
                                                                                      2002               2001
                                                                                ----------------  -----------------

Interest Income
<S>                                                                             <C>               <C>
   Interest and fees on loans................................................   $      6,864,511  $       6,626,306
   Interest and dividends
     Taxable securities......................................................            545,654            592,162
   Tax-exempt securities.....................................................              1,431              5,760
   Interest on federal funds sold and other interest income..................            117,107            224,936
                                                                                ----------------  -----------------
       Total Interest Income.................................................          7,528,703          7,449,164
                                                                                ----------------  -----------------

Interest Expense
   Interest on deposits......................................................          2,538,692          2,851,266
   Interest on borrowed funds................................................            374,924            233,854
                                                                                ----------------  -----------------
       Total Interest Expense................................................          2,913,616          3,085,120
                                                                                ----------------  -----------------

Net Interest Income..........................................................          4,615,087          4,364,044

Provision for loan losses....................................................            280,000            150,000
                                                                                ----------------  -----------------

Net Interest Income After Provision for Loan Losses..........................          4,335,087          4,214,044

Noninterest Income
   Customer service fees.....................................................            458,970            261,263
   Insurance commissions.....................................................             10,995              8,744
   Other non-interest income.................................................            182,814            146,077
                                                                                ----------------  -----------------
       Total Noninterest Income..............................................            652,779            416,084
                                                                                ----------------  -----------------

Noninterest Expenses
   Salaries and employee benefits............................................          1,378,715          1,426,068
   Occupancy and equipment expense...........................................            384,754            286,565
   Other non-interest expenses...............................................            479,192            422,508
                                                                                ----------------  -----------------
       Total Noninterest Expenses............................................          2,242,661          2,135,141
                                                                                ----------------  -----------------

Income before income taxes...................................................          2,745,205          2,494,987
Provision for income tax expense.............................................          1,024,097            933,229
                                                                                ----------------  -----------------

Net Income...................................................................   $      1,721,108  $       1,561,758
                                                                                ================  =================

Earnings Per Common Share
   Basic.....................................................................   $           0.66  $           0.60
   Diluted...................................................................               0.66              0.60

Cash Dividends Declared
   Cash dividends declared per common share..................................   $           0.42  $           0.42

Weighted Average Shares Outstanding
   Basic.....................................................................          2,602,764          2,602,764
   Diluted...................................................................          2,613,784          2,602,764
</TABLE>

                 See notes to consolidated financial statements
                                        5

<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                     Six months Ended June 30, 2002 and 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                            Six Months
                                                                                          Ended June 30,
                                                                                -----------------------------------
                                                                                      2002               2001
                                                                                ----------------  -----------------

Interest Income
<S>                                                                             <C>               <C>
   Interest and fees on loans................................................   $     13,318,209  $      12,707,565
   Interest and dividends
     Taxable securities......................................................          1,069,318          1,215,352
     Tax-exempt securities...................................................              2,876             14,396
   Interest on federal funds sold and other interest income..................            218,311            432,504
                                                                                ----------------  -----------------
       Total Interest Income.................................................         14,608,714         14,369,817
                                                                                ----------------  -----------------

Interest Expense
   Interest on deposits......................................................          4,963,425          5,784,144
   Interest on borrowed funds................................................            758,454            482,074
                                                                                ----------------  -----------------
       Total Interest Expense................................................          5,721,879          6,266,218
                                                                                ----------------  -----------------

Net Interest Income..........................................................          8,886,835          8,103,599

Provision for loan losses....................................................            610,000            300,000
                                                                                ----------------  -----------------

Net Interest Income After Provision for Loan Losses..........................          8,276,835          7,803,599

Noninterest Income
   Customer service fees.....................................................            801,525            521,924
   Insurance commissions.....................................................             18,124             19,599
   Other non-interest income.................................................            367,923            244,925
   Securities gain...........................................................             36,083                 --
                                                                                ----------------  -----------------
       Total Noninterest Income..............................................          1,223,655            786,448
                                                                                ----------------  -----------------

Noninterest Expenses
   Salaries and employee benefits............................................          2,709,213          2,809,819
   Occupancy and equipment expense...........................................            772,360            561,071
   Other non-interest expenses...............................................            883,847            772,952
                                                                                ----------------  -----------------
       Total Noninterest Expenses............................................          4,365,420          4,143,842
                                                                                ----------------  -----------------

Income before income taxes...................................................          5,135,070          4,446,205
Provision for income tax expense.............................................          1,922,380          1,657,281
                                                                                ----------------  -----------------

Net Income...................................................................   $      3,212,690  $       2,788,924
                                                                                ================  =================

Earnings Per Common Share
   Basic.....................................................................   $           1.23  $           1.07
   Diluted...................................................................               1.23              1.07

Cash Dividends Declared
   Cash dividends declared per common share..................................   $           0.42  $           0.42

Weighted Average Shares Outstanding
   Basic.....................................................................          2,602,764          2,602,764
   Diluted...................................................................          2,607,916          2,602,764
</TABLE>

                 See notes to consolidated financial statements
                                        6
<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                         Six months Ended June 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>



                                                 Common            Paid-in          Retained
                                                  Stock            Capital          Earnings             Total
                                               ------------     ------------     --------------    ----------------

<S>                 <C> <C>                    <C>              <C>              <C>               <C>
Balance at December 31, 2001..............     $      26,028    $  16,685,260    $   12,427,367    $     29,138,655

Net income - Six months ended
   June 30, 2002..........................                --               --         3,212,690           3,212,690

Cash dividends - Six months ended
   June 30, 2002..........................                --               --        (1,093,161)         (1,093,161)
                                               -------------    -------------    --------------    ----------------

Balance at June 30, 2002..................     $      26,028    $  16,685,260    $   14,546,896    $     31,258,184
                                               =============    =============    ==============    ================
</TABLE>

                 See notes to consolidated financial statements
                                        7




<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six months Ended June 30, 2002 and 2001
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                            Six Months
                                                                                          Ended June 30,
                                                                                -----------------------------------
                                                                                      2002               2001
                                                                                ----------------  -----------------

Operating Activities
<S>                                                                             <C>               <C>
   Net Income................................................................   $      3,212,690  $       2,788,924
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Provision for loan losses.............................................            610,000            300,000
       Depreciation, amortization, and accretion, net........................            288,942            270,752
       (Increase) decrease in accrued interest receivable....................             (7,773)           642,171
       Increase in accrued interest payable..................................            232,068            362,782
       Other, net............................................................             53,334           (408,464)
                                                                                ----------------  -----------------
       Net Cash Provided By Operating Activities.............................          4,389,261          3,956,165
                                                                                ----------------  -----------------

Investing Activities
   Net (increase) decrease in held-to-maturity securities....................         (6,408,181)         2,475,281
   Net decrease in available-for-sale securities.............................             27,417                 --
   Increase in interest-bearing time-deposits held at banks..................            (34,214)                --
   Loans made to customers, net of repayments................................        (48,854,417)       (20,706,579)
   Purchase of fixed assets, net.............................................         (1,232,190)          (356,219)
   Sale of branch premises...................................................                 --          1,855,000
   Net (increase) decrease in other real estate owned........................            (68,343)           193,626
                                                                                ----------------  -----------------
       Net Cash Used In Investing Activities.................................        (56,569,928)       (16,538,891)
                                                                                ----------------  -----------------

Financing Activities
   Net decrease in noninterest-bearing deposits..............................         (1,764,701)        (1,117,108)
   Net increase in interest-bearing deposits.................................         59,668,965         31,158,920
   Dividends paid............................................................         (1,093,161)        (1,084,485)
   Repayment of short-term borrowings........................................         (1,086,000)        (3,000,000)
   Repayment of subordinated note............................................         (5,000,000)                --
   Repayment of Federal Home Loan Bank advances..............................         (7,500,000)                --
   Issuance of subordinated floating rate deferrable interest debentures.....         10,000,000                 --
                                                                                ---------------   -----------------
       Net Cash Provided By Financing Activities.............................         53,225,103         25,957,327
                                                                                ----------------  -----------------

Net Increase in Cash and Cash Equivalents....................................          1,044,436         13,374,601

Cash and Cash Equivalents at Beginning of Period.............................         23,039,128         16,846,983
                                                                                ----------------  -----------------

Cash and Cash Equivalents at End of Period...................................   $     24,083,564  $      30,221,584
                                                                                ================  =================


Supplemental Disclosure of Non-cash Transactions

Issuance of common stock for a one-for-one 100% acquisition..................         29,138,655                 --
</TABLE>

                 See notes to consolidated financial statements
                                        8

<PAGE>



                          FLORIDA COMMUNITY BANKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)



Note A - Basis of Presentation

The consolidated  financial statements include the accounts of Florida Community
Banks, Inc. ("FCBI") and its wholly-owned  subsidiaries,  Florida Community Bank
(the "Bank") and FCBI Capital Trust I ("the Trust"), collectively the "Company."
The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the six-month period ended June 30, 2002,
are not necessarily  indicative of the results that may be expected for the year
ending December 31, 2002.

The statement of financial condition at December 31, 2001, has been derived from
the audited  financial  statements at that date, but does not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

The  December  31,  2001  financial  information  contained  in this  Form  10-Q
represents solely the financial information of the Bank. On April 15, 2002, FCBI
acquired all the outstanding stock of the Bank through a 100%, one-for-one stock
exchange under a method of accounting similar to the pooling method. This method
is allowed under Statement of Financial  Accounting  Standards No. 141, Business
Combinations ("SFAS 141") as defined by Accounting  Principles Board Opinion No.
16,  "Business  Combinations"  ("APB 16") when the  exchange  of shares  between
entities under common  control  result only in a change of the reporting  entity
(see Note F).


Note B - Income Taxes

The  effective tax rates of  approximately  37.3% and 37.4% for the three months
ended June 30, 2002 and 2001, respectively,  are more than the federal statutory
tax rate for  corporations  principally  because of the  effect of state  income
taxes, net of federal tax benefit.


Note C - Securities

The Company  applies the accounting and reporting  requirements  of Statement of
Financial  Accounting  Standards No. 115,  Accounting for Certain Investments in
Debt and Equity Securities ("SFAS 115").  This  pronouncement  requires that all
investments  in debt  securities  be  classified  as  either  "held-to-maturity"
securities,  which are reported at amortized cost; trading securities, which are
reported at fair value,  with unrealized  gains and losses included in earnings;
or  "available-for-sale"  securities,  which are  reported at fair  value,  with
unrealized  gains and losses  excluded  from earnings and reported in a separate
component of shareholders' equity (net of deferred tax effect).


                                       9
<PAGE>


Note C - Securities - Continued

At  June  30,  2002,  the  Company  had  no  net  unrealized   gains/losses   in
available-for-sale  securities,  which are reflected in the presented assets and
resulted in no change in shareholders' equity. There were no trading securities.


Note D - Shareholders' Equity

In June 2001, the Company  declared a stock split and issued 1.2 shares for each
share outstanding of the Company's common stock. This effect of this stock split
has  been  retroactively  reflected  in  the  Company's  consolidated  financial
statements.  All references to weighted average shares outstanding and per share
amounts included in the accompanying  financial statements and notes reflect and
the stock split and its retroactive effect.


Note E - Segment Information

All of the Company's offices offer similar products and services, are located in
the same  geographic  region,  and serve  similar  segments of the market.  As a
result,  management  considers all units as one operating  segment and therefore
feels that the basic financial  statements and related footnotes provide details
related to segment reporting.


Note F - Business Combination

On April 11, 2002 a majority of the  shareholders of the Bank approved a Plan of
Reorganization  ("Plan") whereby the Bank would become the subsidiary of Florida
Community  Banks,  Inc., a Florida  corporation  and a  registered  bank holding
company.  Under the Plan,  each share of the Bank's  common stock was  converted
into one share of Florida Community Banks, Inc. common stock. The acquisition of
the Bank  occurred on April 15, 2002.  These  financial  statements  reflect the
consolidated operations of the Bank and FCBI for all periods presented.

The Plan allowed  dissenting  shareholders  to exercise the right to be paid for
their shares in cash. There were no dissenting shareholders.

Shareholders  also approved a stock option plan  covering  certain key employees
under which these  employees  have been  granted  options to purchase a total of
46,000 shares of common stock at a price of $18.00 per share.


                                       10

<PAGE>


Note G - Guaranteed Preferred Beneficial Interests in the Company's Subordinated
         Debentures

On June 21, 2002,  FCBI Capital  Trust I ("FCBI  Trust"),  a Delaware  statutory
trust established by the Company,  received  $10,000,000 in proceeds in exchange
for $10,000,000  principal amount of FCBI Trust's floating rate cumulative trust
preferred  securities (the "preferred  securities") in a trust preferred private
placement.  The  proceeds  of that  transaction  were then used by FCBI Trust to
purchase  an  equal  amount  of  floating  rate  subordinated   debentures  (the
"subordinated   debentures")   of  the  Company.   The  Company  has  fully  and
unconditionally guaranteed all obligations of FCBI Trust on a subordinated basis
with  respect to the  preferred  securities.  The Company  accounts for the FCBI
Trust  preferred   securities  as  a  minority  interest.   Subject  to  certain
limitations,  the  preferred  securities  qualify  as  Tier 1  capital  and  are
presented in the Consolidated  Statements of Financial  Condition as "Guaranteed
preferred  beneficial interests in the Company's  subordinated  debentures." The
sole asset of FCBI Trust is the subordinated  debentures  issued by the Company.
Both the preferred  securities of FCBI Trust and the subordinated  debentures of
the Company each have approximately 30-year lives. However, both the Company and
FCBI Trust have a call  option of five  years,  subject  to  regulatory  capital
requirements.


Note H - Stock Options

On April 16, 2002, the Company issued statutory and non-statutory  stock options
to certain key  employees.  The total options  issued were 46,000 at an exercise
price of $18.00 per share (fair market value on the date of grant).  Fair market
value was determined  based upon an  independent  appraiser's  valuation.  These
options  vest over a three and  one-half  year time period at 25% on October 25,
2002,  and 25% on October 25 of each year  thereafter  until fully  vested.  The
options expire nine and one-half years from the grant date.


Note I - Term Loan Agreement

On June 13,  2002,  the Company  entered  into a  $5,000,000,  360-day term loan
agreement with The Bankers Bank, Atlanta,  Georgia, at an interest rate of prime
less one-half (P-1/2%). The Company has pledged 51% of the outstanding shares of
Florida Community Bank, a 100% owned subsidiary of the Company, as collateral on
this note. At June 30, 2002, no portion of this loan had been funded.


Note J - Recently Passed Legislation

On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of 2002
("the Act"),  which  immediately  impacts  Securities  and  Exchange  Commission
registrants,  public accounting  firms,  lawyers and securities  analysts.  This
legislation is the most  comprehensive  since the passage of the Securities Acts
of 1933 and 1934. It has far reaching  effects on the standards of integrity for
corporate management,  board of directors, and executive management.  Additional
disclosures,  certifications  and  possibly  procedures  will be required of our
company. We do not expect any material adverse effect on our company as a result
of the passage of this legislation,  however,  the full scope of the Act has not
been determined. The Act provides for additional regulations and requirements of
publicly-traded companies which have yet to be issued.


                                       11
<PAGE>



                          FLORIDA COMMUNITY BANKS, INC.
                                  June 30, 2002


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

This  discussion  is  intended  to  assist  an  understanding  of the  Company's
financial  condition and results of operations.  This analysis should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
appearing  in  Item 1 of  the  June  30,  2002,  Form  10-Q,  and  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations,"
appearing in the Bank's Annual Report on Form 10-KSB for the year ended December
31, 2001.

Forward-Looking Information

Certain  statements  contained in this Quarterly  Report on Form 10-Q, which are
not historical  facts,  are  forward-looking  in nature and relate to trends and
events that may affect the  Company's  future  financial  position and operating
results. In addition, the Company,  through its senior management,  from time to
time makes  forward-looking  public  statements  concerning its expected  future
operations  and  performance  and  other   developments.   All   forward-looking
statements  are made  pursuant  to the safe  harbor  provisions  of the  Private
Securities  Litigation  Reform Act of 1995. The terms  "expect,"  "anticipates,"
"intend" and "project" and similar words or expression  are intended to identify
forward-looking  statements.  In  addition to risks and  uncertainties  that may
affect  operations,  performance,  growth  projections  and the  results  of the
Company's business,  which include,  but are not limited to, fluctuations in the
economy,  the  relative  strength and  weakness in the  commercial  and consumer
sector and in the real estate market,  the actions taken by the Federal  Reserve
Board for the purpose of managing  the economy,  interest  rate  movements,  the
impact of competitive products,  services and pricing, timely development by the
Company of  technology  enhancements  for its  products and  operating  systems,
legislation and similar matters,  the Company's future operations,  performance,
growth  projections  and  results  will  depend on its ability to respond to the
challenges  associated with a weakening economy- particularly in the real estate
development sector, which is prominent in the Company's primary market. Although
management  of the Company  believes  that the  expectations  reflected  in such
forward-looking  statements are  reasonable,  it can give no assurance that such
expectations will prove to be correct.  Prospective investors are cautioned that
any such  forward-looking  statements are not guaranties of future  performance,
involve risks and  uncertainties,  and that actual results may differ materially
from those contemplated by such forward-looking statements. The Company makes no
commitment  to update any  forward-looking  statement  or to disclose any facts,
events or  circumstances  that may affect the  accuracy  of any  forward-looking
statement.


FINANCIAL CONDITION

June 30, 2002 compared to December 31, 2001

The Company  continued its operations  concentrating in the origination of loans
in southwestern  Florida.  As discussed more fully below, loan growth was funded
by an  increase  in  deposits  from  brokered  certificates  of deposit and from
Internet bulletin board rate postings. No significant changes in operating goals
or policies occurred during the first two quarters of 2002.


                                       12
<PAGE>


Loans

Loans comprised the largest single  category of the Company's  earning assets on
June 30,  2002.  Loans,  net of unearned  income and  reserve  for loan  losses,
totaled 81.6% of total assets at June 30, 2002 compared to 81.1% of total assets
at  December  31,  2001.  During the first six months of 2002,  loans  increased
approximately  $49 million with $2.3 million of that increase in commercial  and
industrial  loans and the  remainder  of the  increase in loans  secured by real
estate.  The rapid  influx of  population  to  southwest  Florida  continued  to
influence  the demand  for real  estate  loans,  particularly  construction  and
development loans.

Investment Securities and Other Earning Assets

The investment securities portfolio is used to provide a source of liquidity, to
serve as collateral for borrowings  and to secure certain  government  deposits.
Federal  funds sold are the most liquid  earning asset and is used to manage the
daily cash position of the Company.  Investment  securities and other short-term
investments  increased  $6.4  million  during  the first  six  months of 2002 as
deposits increased more rapidly than loans.

Asset Quality

From  December  31,  2001  to  June  30,  2002,  the  Company's   asset  quality
deteriorated  but  remained  high as measured by three key ratios.  The ratio of
loan loss allowance to total nonperforming  assets (defined as nonaccrual loans,
loans past due 90 days or greater,  restructured loans,  nonaccruing securities,
and other real  estate)  decreased  from  1.61:1 to 0.58:1.  The  percentage  of
nonperforming  assets to total  assets  increased  from 0.61% to 1.70%,  and the
percentage of nonperforming  loans to total loans increased from 0.73% to 2.06%.
These ratios were  affected by a $5.2 million  increase in  nonperforming  loans
during the first six months of 2002. All three ratios are comparable to industry
averages, and management is aware of no factors that would suggest that the Bank
will perform less well than its peer group in future periods.

During the first six months of 2002, recoveries on loans previously  charged-off
exceeded the amount of loans charged-off by $16 thousand.

Deposits

Total  deposits of $375.8  million at June 30, 2002  represented  an increase of
$57.9 million  (18.2%) from total  deposits of $317.9  million at year-end 2001.
The majority of the increase was attributable to two deposit  sources:  Internet
certificates  of deposit  (gathered  by posting the Bank's  rates on an Internet
bulletin board accessed by various financial  institutions in the United States)
and brokered  certificates of deposit.  At June 30, 2002,  brokered and Internet
certificates of deposit totaled approximately $80 million.

Shareholders' Equity

Consolidated  shareholders' equity increased $2.1 million from December 31, 2001
to June 30, 2002,  due to net income  during the first six months of 2002,  less
dividends paid.


                                       13
<PAGE>


Liquidity Management

Liquidity  is  defined  as the  ability  of a  company  to  convert  assets  (by
liquidating or pledging for borrowings)  into cash or cash  equivalents  without
significant loss.  Liquidity management involves maintaining the ability to meet
the  day-to-day  cash  flow  requirements  of its  customers,  whether  they are
depositors wishing to withdraw funds or borrowers  requiring funds to meet their
credit needs. Without proper liquidity management, the Company would not be able
to  perform  the  primary  function  of  a  financial  intermediary  and  would,
therefore,  not  be  able  to  meet  the  production  and  growth  needs  of the
communities it serves.

The primary  function of asset and  liability  management  is not only to ensure
adequate  liquidity in order to meet the needs of its customer base, but also to
maintain  an  appropriate   balance   between   interest-sensitive   assets  and
interest-sensitive  liabilities so that the Company can also meet the investment
requirements of its  shareholders.  Daily  monitoring of the sources and uses of
funds  is  necessary  to  maintain  an  acceptable   position  that  meets  both
requirements. To the company, both assets and liabilities are considered sources
of liquidity funding and both are, therefore, monitored on a daily basis.

The asset portion of the balance sheet provides liquidity primarily through loan
principal repayments and maturities of investment securities.  Loans that mature
in one year or less equaled  approximately  $71.8 million at June 30, 2002,  and
there are approximately  $3.1 million of investment  securities  maturing within
one year.

The liability  portion of the balance sheet provides  liquidity through deposits
to various customers' interest-bearing and noninterest-bearing deposit accounts.
At June 30,  2002,  funds also were  available  through the  purchase of federal
funds  from  correspondent  commercial  banks from  available  lines of up to an
aggregate of $22.5 million and credit availability at the Federal Home Loan Bank
of up to 15% of assets  (approximately  $67  million)  of which $42  million  is
available and unused. At June 30, 2002, the bank had unused collateral  totaling
approximately $20 million,  thus limiting the advances potentially  available to
that amount.

Capital Resources

A strong capital position is vital to the continued profitability of the Company
and the Bank because it promotes depositor and investor  confidence and provides
a solid  foundation  for future  growth of the  organization.  The  Company  has
provided a significant portion of its capital requirements through the retention
of earnings.

On June 21, 2002,  FCBI Capital  Trust I ("FCBI  Trust"),  a Delaware  statutory
trust established by the Company,  received  $10,000,000 in proceeds in exchange
for $10,000,000  principal amount of FCBI Trust's floating rate cumulative trust
preferred  securities (the "preferred  securities") in a trust preferred private
placement.  The  proceeds  of that  transaction  were then used by FCBI Trust to
purchase  an  equal  amount  of  floating  rate  subordinated   debentures  (the
"subordinated   debentures")   of  the  Company.   The  Company  has  fully  and
unconditionally guaranteed all obligations of FCBI Trust on a subordinated basis
with  respect to the  preferred  securities.  The Company  accounts for the FCBI
Trust  preferred   securities  as  a  minority  interest.   Subject  to  certain
limitations,  the  preferred  securities  qualify  as  Tier 1  capital  and  are
presented in the Consolidated  Statements of Financial  Condition as "Guaranteed
preferred  beneficial


                                       14
<PAGE>

interests  in the  Company's  subordinated  debentures."  The sole asset of FCBI
Trust is the subordinated  debentures issued by the Company.  Both the preferred
securities  of FCBI Trust and the  subordinated  debentures  of the Company each
have approximately  30-year lives. However, both the Company and FCBI Trust have
a call option of five years, subject to regulatory capital requirements.

On June 13,  2002,  the Company  entered  into a  $5,000,000,  360-day term loan
agreement with The Bankers Bank, Atlanta,  Georgia, at an interest rate of prime
less one-half (P-1/2%). The Company has pledged 51% of the outstanding shares of
Florida Community Bank, a 100% owned subsidiary of the Company, as collateral on
this note. At June 30, 2002, no portion of this loan had been funded.

Regulatory  authorities  are placing  increased  emphasis on the  maintenance of
adequate capital.  Capital strength is measured in two tiers,  which are used in
conjunction  with  risk-adjusted  assets to  determine  the  risk-based  capital
ratios.  The  Company's  Tier I capital,  which  consists of common  equity less
goodwill and the newly issued guaranteed  preferred  beneficial  interest in the
Company's subordinated debentures,  subject to limitation, totaled $41.3 million
at June 30,  2002.  Tier II  capital  components  include  supplemental  capital
components  such as qualifying  allowance for loan losses and the portion of the
guaranteed   preferred   beneficial  interest  in  the  Company's   subordinated
debentures  which exceeds the allowable  Tier I capital  amount.  Tier I capital
plus the Tier II capital  components is referred to as Total Risk-Based  capital
and was $45.7 million at June 30, 2002.

The   Company's   and  the  Bank's   current   capital   positions   exceed  the
"well-capitalized"  regulatory  guidelines.  Management  has  reviewed  and will
continue to monitor the Company's asset mix and the loan loss  allowance,  which
are the areas determined to be most affected by these capital requirements.


RESULTS OF OPERATIONS

Three months ended June 30, 2002 and 2001

Summary

Net earnings of the Company for the three  months  ended June 30, 2002,  totaled
$1,721,108  compared to $1,561,758  for the same period in 2001,  representing a
10.2% increase.  The increase was due  principally to the after-tax  effect of a
$251 thousand  increase in net interest  income.  As explained more fully below,
the increase in net interest income was due to an increased  volume of loans and
interest-bearing deposits, each offset by a decline in rates.

Net Interest Income

Net interest  income,  the difference  between interest earned on assets and the
cost of interest-bearing  liabilities, is the largest component of the Company's
income.  Net  interest  income  during  the three  months  ended  June 30,  2002
increased $251 thousand  (5.8%) from the same period in 2001.  This increase was
due  primarily to the increase in loan interest and fee income and a decrease in
deposit  interest  expense.  Interest  income  increased due to greater  volume,
partially  offset by a decline in the rate.  Interest  expense  decreased due to
greater  volume more than offset by the declines in the rate paid for  deposits.
Earning  assets  averaged  $419.7  million  during  the  second  quarter of 2002
compared  to $299.9  million  in the second  quarter  of 2001,  with most of the
increase due to loan volume. Average interest-bearing


                                       15
<PAGE>

liabilities  increased  from $257.8 million during the second quarter of 2001 to
$388.7 million  during the same period in 2002,  primarily due to an increase in
certificates of deposit.

The Company was in an interest  sensitive  position  during 2002 and 2001 with a
larger  dollar  amount of  interest-earning  assets  subject to  repricing  than
interest-bearing  liabilities.  Therefore,  during 2002 and 2001 when rates were
generally  declining,  the  Company's  loan and  investment  portfolios  rapidly
repriced at lower rates and reduced the net interest margin. Conversely,  during
periods when rates  generally  increase,  the Company may benefit from increased
net interest income due to its asset sensitive position.

Provision for Loan Losses

The provision for loan losses  represents  the charge against  current  earnings
necessary  to maintain  the reserve for loan losses at a level which  management
considers appropriate. This level is determined based upon the Bank's historical
charge-offs,   management's  assessment  of  current  economic  conditions,  the
composition  of the loan  portfolio and the levels of  nonaccruing  and past due
loans.  The  provision  for loan losses was  $280,000 for the three months ended
June 30, 2002  compared to $150,000  during the same period in 2001.  Recoveries
exceeded  charge-offs  by  approximately  $8 thousand for the three months ended
June 30, 2002.  During the three months  ended June 30,  2001,  net  charge-offs
totaled $67  thousand.  The reserve for loan losses as a percent of  outstanding
loans, net of unearned income, was 1.21% at June 30, 2002,  compared to 1.19% at
year-end 2001.

Noninterest Income

Noninterest  income for the three  months  ended  June 30,  2002,  was  $652,779
compared to  $416,084  for the same  period of 2001,  an increase of 56.9%.  The
increase  was  primarily  due to an increase in  customer  service  fees of $198
thousand.  During  2001,  the Company  increased  charges  for cash  provided to
customers  and for  certain  services,  the full  effect of which was  reflected
during 2002.

Noninterest Expenses

Noninterest  expenses for the three months ended June 30, 2002,  were $2,242,661
reflecting a 5.0% increase from the same period of 2001. The primary  components
of noninterest expenses are salaries and employee benefits,  which decreased $47
thousand for the three months ended June 30, 2002 compared to the same period in
2001,  caused by a $218  thousand  increase in the deferral of employee  related
loan origination expenses. Occupancy costs increased $98 thousand. Both employee
cost (other than the deferred  portion) and occupancy  cost increased due to the
new branch offices opened during 2001.

Income Taxes

The provision for income taxes of $1,024,097 for the three months ended June 30,
2002,  increased $91 thousand compared to the same period of 2001, due to higher
taxable  earnings.  The  effective  tax rate for both  periods  is more than the
statutory  federal rate  principally  because of state income taxes,  net of the
federal tax benefit.


                                       16

<PAGE>


Six months ended June 30, 2002 and 2001

Summary

Net  earnings  of the Company for the six months  ended June 30,  2002,  totaled
$3,212,690  compared to $2,788,924 for the same period in 2001,  representing an
15.2% increase.  The increase was due principally to an increase in net interest
income  after  provision  for loan  losses of $473  thousand  and an increase in
non-interest income, partially offset by an increase in non-interest expense.

Net Interest Income

Net  interest  income of the Company  during the six months  ended June 30, 2002
increased $783 thousand  (9.7%) from the same period in 2001.  This increase was
due  primarily  to the increase in loan  interest  and fee income and  decreased
deposit  interest  expense.  The increase loan interest was caused  primarily by
volume  increases  and the  decrease in deposit  interest  expense was caused by
lower rates paid on a higher volume.

The  Company  was in an asset  sensitive  position  during  2000 and 2001 with a
larger  dollar amount of  interest-earning  assets  subject to  re-pricing  than
interest-bearing  liabilities.  During  the first six  months of 2001 when rates
were generally  declining,  the Company's  interest income has been reduced at a
faster rate than the cost of liabilities. During 2002 rates remained low and the
Company's cost of deposits also re-priced at lower rates,  thus  contributing to
the improved net interest income.

Provision for Loan Losses

The  provision  for loan losses was  $610,000  for the six months ended June 30,
2002 and $300,000 for the comparable  period in 2001. Net recoveries  during the
six months  ending June 30, 2002  totaled $16  thousand.  During the  comparable
period during 2001 net charge-offs totaled $36 thousand.

Noninterest Income

Noninterest  income  for the six  months  ended June 30,  2002,  was  $1,223,655
compared to $786,448 for the same period of 2001.  The increase was caused by an
increase in charges for cash services to customers.

Noninterest Expenses

Noninterest  expenses for the six months ended June 30, 2002, totaled $4,365,420
and reflected a 5.3% increase from the same period of 2001.  Both employee costs
(before  deferral of loan  origination  salary  expense) and occupancy  expenses
increased due to a new branch office opening in mid-2001.

Income Taxes

The provision  for income taxes of $1,922,380  for the six months ended June 30,
2002 increased  $265 thousand  compared to the same period of 2001 due to higher
earnings.  The effective tax rates of approximately  37.4% for 2002 and 37.3% in
2001 were higher  than the  federal  tax rate due to the effect of state  income
tax, net of federal tax benefit.


                                       17
<PAGE>

Other Accounting Issues

In September  2000,  the FASB issued SFAS No. 140,  Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a replacement
of FASB  Statement  No.  125.  While  SFAS  No.  140  carries  over  most of the
provisions of SFAS No. 125,  Accounting for Transfers and Servicing of Financial
Assets and  Extinguishments  of  Liabilities,  it  provides  new  standards  for
reporting  financial assets  transferred as collateral and new standards for the
derecognition of financial assets, in particular  transactions involving the use
of special purpose entities. SFAS No. 140 also prescribes additional disclosures
for collateral transactions and for securitization transactions accounted for as
sales.  The new collateral  standards and disclosure  requirements are effective
for fiscal years ending after December 15, 2000, while the new standards for the
derecognition  of financial  assets are effective for transfers made after March
31, 2001. The adoption of this  statement did not have a material  effect on the
Company's consolidated financial statements.

In May 2001, the Auditing Standards Board issued Statement on Auditing Standards
("SAS")  No.  94,  The  Effect  of  Information   Technology  on  the  Auditor's
Consideration of Internal Control in a Financial Statement Audit. This statement
amends SAS No. 55,  Consideration of Internal  Control in a Financial  Statement
Audit, by providing  additional  guidance  related to the  understanding  by the
auditor of an entity's use of information technology relevant to the audit. This
auditing  standard is effective for audits of financial  statements  for periods
beginning  on or after  June 1, 2001.  The impact on the audit of the  Company's
consolidated  financial  statements resulting from the issuance of this auditing
standard is not expected to be material.

In June  2001,  the  FASB  issued  SFAS No.  141,  Business  Combinations.  This
statement address financial  accounting and reporting for business  combinations
and  supersedes  APB Opinion  No. 16,  Business  Combinations,  and SFAS No. 38,
Accounting  for  Preacquisition  Contingencies  of  Purchased  Enterprises.  All
business combinations in the scope of SFAS No. 141 are to be accounted for using
one method,  the  purchase  method.  Prior to the  issuance  of this  statement,
subject to certain criteria,  business combinations were accounted for using one
of two methods, the pooling-of-interests  method or the purchase method. The two
methods  produce  different  financial  statement  results.   The  single-method
approach  used in SFAS No.  141  reflects  the  conclusion  that  virtually  all
business  combinations are acquisitions and therefore should be accounted for in
the same manner as other asset acquisitions based on the values exchanged.  This
statement  provides  expanded and revised  guidance related to the allocation of
the purchase price to goodwill and other  intangibles  arising from the business
combination.  The provisions of SFAS No. 141 apply to all business  combinations
initiated after June 30, 2001.

Also, in June 2001, the FASB issued SFAS No. 142,  Goodwill and Other Intangible
Assets, which addresses financial accounting and reporting for acquired goodwill
and other  intangible  assets and  supersedes  APB  Opinion  No. 17,  Intangible
Assets.  SFAS  No.  142  provides  new  standards  for  accounting  relating  to
intangible assets after initial  recognition in the financial  statements.  This
statement   proscribes  the  accounting  practice  of  amortizing  or  expensing
intangibles  ratably over a  prescribed  period of time and imposes new guidance
requiring  that goodwill and certain other  intangibles be tested for impairment
at least  annually by comparing  fair values of those assets with their recorded
amounts. Additional disclosure requirements also are provided. The provisions of
SFAS No. 142 are required to be applied in fiscal years beginning after December
15, 2001.


                                       18
<PAGE>


The  adoption  of SFAS  No.  141 and  SFAS No.  142 are not  expected  to have a
material effect on the Company's consolidated financial statements.

In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  This statement  requires that the fair value of a liability for an
asset retirement  obligation be recognized in the period in which it is incurred
if a  reasonable  estimate  of fair  value  can be made.  The  associated  asset
retirement  costs  are  capitalized  as  part  of  the  carrying  amount  of the
long-lived  asset.  This statement is effective for financial  statements issued
for fiscal years  beginning  after June 15, 2002. The adoption of this statement
is not  expected  to  have a  material  effect  on  the  Company's  consolidated
financial statements.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-lived Assets. This statement addresses financial accounting and
reporting for the  impairment or disposal of long-lived  assets.  This statement
supersedes  FASB Statement No. 121,  Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be  Disposed  Of, and the  accounting  and
reporting   provisions  of  APB  Opinion  No.  30,   Reporting  the  Results  of
Operations--Reporting  the Effects of  Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the disposal of a segment of a business (as previously defined in that opinion).
This statement also amends  Accounting  Research  Bulletin No. 51,  Consolidated
Financial  Statements,  to  eliminate  the  exception  to  consolidation  for  a
subsidiary  for  which  control  is likely to be  temporary.  The major  changes
resulting from this statement relate to the establishment of a single method for
the  recognition of impairment  losses on long-lived  assets to be held and used
whether from  discontinuance of a business segment or otherwise.  This statement
is effective for financial  statements  issued for fiscal years  beginning after
December  15,  2001.  The  adoption of this  statement is not expected to have a
material effect on the Company's consolidated financial statements.

In December 2001, the Accounting  Standards Executive Committee issued Statement
of Position  ("SOP") 01-6,  Accounting by Certain Entities  (Including  Entities
With Trade  Receivables) That Lend to or Finance the Activities of Others.  This
statement  reconciles  and  conforms  the  accounting  and  financial  reporting
provisions for similar  transactions as applied to different entities within the
financial services industry.  It eliminates  differences in disclosure practices
where not  warranted  and should  provide  greater  consistency  in reporting by
entities in the financial  services  industry.  This  statement is effective for
annual and interim financial  statements issued for fiscal years beginning after
December 15,  2001.  The adoption of SOP 01-6 is not expected to have a material
effect on the Company's consolidated financial statements.

In December  2001,  the Auditing  Standards  Board issued SAS No. 95,  Generally
Accepted  Auditing  Standards.  This  statement  supersedes  Generally  Accepted
Auditing  Standards of SAS No. 1 and generally provides  additional  guidance to
the  independent  auditor in the conduct of an audit  engagement,  primarily  by
addressing   authoritative   and   nonauthoritative   publications   for   audit
consideration  and  guidance.  This SAS is  effective  for  audits of  financial
statements for periods beginning on or after December 15, 2001.

In  January  2002,  the  Auditing  Standards  Board  issued  SAS No.  96,  Audit
Documentation.  This statement  supersedes SAS No. 41, Working Papers and amends
SAS No. 47,  Audit Risk and  Materiality  in  Conducting  an Audit,  SAS No. 56,
Analytical Procedures and SAS No. 59, The Auditor's Consideration of an Entity's
Ability to Continue as a Going Concern. This statement provides revised guidance
to the


                                       19
<PAGE>

independent   auditor  as  to  the  type,  purpose  and  requirements  of  audit
documentation.  This SAS is  effective  for audits of financial  statements  for
periods beginning on or after May 15, 2002. The impact of SAS No. 95 and SAS No.
96 on the audit of the Company's  consolidated  financial  statements  resulting
from the issuance of these auditing standards is not expected to be material.

Recently Passed Legislation

On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of 2002
("the Act"),  which  immediately  impacts  Securities  and  Exchange  Commission
registrants,  public accounting  firms,  lawyers and securities  analysts.  This
legislation is the most  comprehensive  since the passage of the Securities Acts
of 1933 and 1934. It has far reaching  effects on the standards of integrity for
corporate management,  board of directors, and executive management.  Additional
disclosures,  certifications  and  possibly  procedures  will be required of our
company. We do not expect any material adverse effect on our company as a result
of the passage of this legislation,  however,  the full scope of the Act has not
been determined. The Act provides for additional regulations and requirements of
publicly-traded companies which have yet to be issued.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market  risk is the risk  arising  from  adverse  changes  in the fair  value of
financial  instruments  due to a change in interest  rates,  exchange  rates and
equity prices.  The Company's  primary  market risk arises from the  possibility
that interest  rates may change  significantly  and affect the fair value of the
Company's financial instruments (also known as interest rate risk).

The primary objective of Asset/Liability  Management at the Company is to manage
interest  rate risk and achieve  reasonable  stability  in net  interest  income
throughout  interest rate cycles.  This is achieved by  maintaining a reasonable
balance   between   rate   sensitive   earning   assets   and   rate   sensitive
interest-bearing  liabilities.  The amount  invested in rate  sensitive  earning
assets  compared  to the  amount of rate  sensitive  liabilities  issued are the
principal factors in projecting the effect that fluctuating  interest rates will
have on future net interest income and the fair value of financial  instruments.
Rate sensitive  earning assets and  interest-bearing  liabilities are those that
can be re-priced to current market rates within a given time period.  Management
monitors  the rate  sensitivity  of all  interest  earning  assets and  interest
bearing  liabilities,  but places particular  emphasis on the upcoming year. The
Company's Asset/Liability Management policy requires risk assessment relative to
interest  pricing and related  terms and places limits on the risk to be assumed
by the Company.

The Company uses several tools to monitor and manage interest rate  sensitivity.
One of the primary tools is simulation analysis. Simulation analysis is a method
of estimating the fair value of financial instruments, the earnings at risk, and
capital at risk under varying interest rate conditions.  Simulation  analysis is
used to estimate  the  sensitivity  of the  Company's  net  interest  income and
stockholders' equity to changes in interest rates.  Simulation analysis accounts
for the  expected  timing and  magnitude of assets and  liability  cash flows as
interest rates change,  as well as the expected  timing and magnitude of deposit
flows and rate changes  whether or not these deposits  re-price on a contractual
basis. In addition, simulation analysis includes adjustments for the lag between
movements in market interest rates on loans and interest-bearing deposits. These
adjustments  are made to reflect  more  accurately  possible  future cash flows,
re-pricing behavior and ultimately net interest income.


                                       20
<PAGE>


As of June 30,  2002,  the  Company's  simulation  analysis  indicated  that the
Company is at greatest risk in a decreasing interest rate environment. The table
that follows depicts the results of the simulation  assuming one and two percent
decreases and increases in market interest rates.
<TABLE>
<CAPTION>


                                                             Estimated Fair Value of Financial Instruments
                                                   ----------------------------------------------------------------
                                                       Down              Up             Down               Up
                                                     1 Percent        1 Percent       2 Percent         2 Percent
                                                   ------------    -------------    -------------    --------------
                                                                        Dollars in Thousands
Interest-earning Assets:
<S>                                                <C>             <C>              <C>              <C>
   Loans.........................................  $    370,035    $     362,318    $     373,457    $      358,609
   Deposits in banks.............................         2,534            2,534            2,534             2,534
   Federal funds sold............................        11,021           11,021           11,021            11,021
   Securities....................................        41,177           38,969           41,946            39,661
                                                   ------------    -------------    -------------    --------------
     Total Interest-earning Assets...............       424,767          414,842          428,958           411,825
                                                   ------------    -------------    -------------    --------------

Interest-bearing Liabilities
   Deposits - Savings and demand.................       115,762          111,746          117,769           109,739
   Deposits - Time...............................       205,731          201,501          207,846           199,386
   Other borrowings..............................        35,791           34,339           36,517            33,613
                                                   ------------    -------------    -------------    --------------
     Total Interest-bearing Liabilities..........       357,284          347,586          362,132           342,738
                                                   ------------    -------------    -------------    --------------

Net Difference in Fair Value.....................  $     67,483    $      67,256    $      66,826    $       69,087
                                                   ============    =============    =============    ==============

Change in Net Interest Income....................  $       (611)   $         517    $      (1,290)   $        1,543
                                                   ============    =============    =============    ==============
</TABLE>


                                       21
<PAGE>


PART II - Other Information

   Item 4 - Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders  (the "Annual  Meeting") of Florida Community
Bank was held on April 11, 2002, to consider: (i) the election of ten directors,
each for a term of one year; (ii) the approval of a Plan of  Reorganization  and
Share  Exchange  whereby  Florida  Community  Bank would  become a  wholly-owned
subsidiary of Florida Community Banks, Inc. and all of the outstanding shares of
Florida Community Bank common stock would be converted,  on a one-for-one basis,
into outstanding  shares of common stock of Florida Community Banks, Inc.; (iii)
approval  of  the  2002  Key  Employee  Stock  Compensation  Program;  and  (iv)
ratification of the appointment of Schauer, Taylor, Cox, Vise & Morgan, P.C., as
the  independent  auditors  for  Florida  Community  Bank,  for the year  ending
December 31, 2002;

At the Annual Meeting,  2,150,609 shares were present in person or by proxy. The
following is a summary and tabulation of the matters that were voted upon at the
Annual Meeting:

PROPOSAL I.  To elect the following directors:
<TABLE>
<CAPTION>

                                                                                  FOR                 WITHHELD
<S>                                                                             <C>                      <C>
       Beauford E. Davidson                                                     2,047,755                40,866
       Patrick B. Langford                                                      2,048,040                40,582
       Lewis J. Nobles, Jr.                                                     2,088,623                     0
       John R. Olliff                                                           2,088,623                     0
       James O'Quinn                                                            2,088,623                     0
       Stephen L. Price                                                         2,088,623                     0
       Bernard T. Rasmussen                                                     2,048,040                40,582
       R.A. Roberts                                                             2,088,623                    20
       Daniel G. Rosbough                                                       2,088,623                     0
       James E. Williams, Jr.                                                   2,088,623                    0
</TABLE>

PROPOSAL II.  Approval of a Plan of Reorganization and Share Exchange;
<TABLE>
<S>                                                  <C>                   <C>                   <C>

                                                             FOR                 AGAINST               ABSTAIN
                                                     ------------------    ------------------    ------------------
                                                          2,132,331                2,518                11,538
</TABLE>

PROPOSAL III.  Approval of the 2002 Key Employee Stock Compensation Program:
<TABLE>
<CAPTION>
<S>                                                  <C>                   <C>                   <C>

                                                             FOR                 AGAINST               ABSTAIN
                                                     ------------------    ------------------    ------------------
                                                          2,076,202               55,556                18,802
</TABLE>

PROPOSAL IV.  Ratification  of the  selection of Schauer,  Taylor,  Cox,  Vise &
Morgan,  P.C.,  as  independent  auditors of the Bank for the fiscal year ending
December 31, 2002;
<TABLE>
<CAPTION>
<S>                                                  <C>                   <C>                   <C>

                                                             FOR                 AGAINST               ABSTAIN
                                                     ------------------    ------------------    ------------------
                                                          2,142,474                    0                 8,135
</TABLE>


                                       22
<PAGE>

<TABLE>
<CAPTION>

   Item 6  - Exhibits and Reports on Form 8-K

Exhibit No.                                               Exhibit                                          Page

<S>                                                                                                        <C>
     (a)  Financial Statements, Financial Schedules and Exhibits.

     3.1  Articles of  Incorporation  of FCBI (included as Exhibit 3.1 to FCBI's
          Registration  Statement  on Form 8-A  filed  with the SEC on April 15,
          2002 and incorporated herein by reference).

     3.2  By-laws  of FCBI  (included  as  Exhibit  3.2 to  FCBI's  Registration
          Statement  on Form  8-A  filed  with  the SEC on  April  15,  2002 and
          incorporated herein by reference).

     4.1  Subordinated Promissory Note, dated December 24, 2001, between Florida
          Community Bank and  Independent  Bankers Bank of Florida  (included as
          Exhibit 4.1 to the Bank's Form 10-KSB for the year ended  December 31,
          2001, and incorporated herein by reference).

     4.2  Specimen Common Stock  Certificate of FCBI (included as Exhibit 4.1 to
          FCBI's Registration  Statement on Form 8-A filed with the SEC on April
          15, 2002 and incorporated herein by reference).

     10.1 Employment  agreement  with  Thomas S. Junker  dated  December 9, 1997
          (included as Exhibit 10.1 to the Bank's Registration Statement on Form
          10-SB-A for the year ended December 31, 1998 and  incorporated  herein
          by reference).

     10.2 2002 Key  Employee  Stock  Compensation  Program of FCBI  (included as
          Appendix D to the Bank's Definitive  Schedule 14-A filed with the FDIC
          on March 22, 2002 and incorporated herein by reference).

     10.3 Amended and Restated Trust  Agreement among Florida  Community  Banks,
          Inc. as  depositor,  Wilmington  Trust  Company as  property  trustee,
          Wilmington Trust Company,  as Delaware trustee,  and Stephen L. Price,
          and Thomas V. Ogletree as administrators, dated as of June 21, 2002.

     10.4 Guarantee   Agreement   between  Florida   Community  Banks,  Inc.  as
          guarantor, and Wilmington Trust Company as guarantee trustee, dated as
          of June 21, 2002.

     10.5 Junior  Subordinated  Indenture  between Florida Community Banks, Inc.
          (as Company) and  Wilmington  Trust Company (as trustee),  dated as of
          June 21, 2002.

     10.6 Term Loan Agreement  between  Florida  Community  Banks,  Inc. and The
          Bankers Bank, Atlanta, Georgia, dated June 13, 2002.

     11   Statement of computation of earnings per common share                                              24

     (b)  Reports on Form 8-K

          During the  quarter  ended June 30,  2002,  no reports  were filed for
          Florida Community Bank or Florida Community Banks, Inc. on Form 8-K.

</TABLE>


                                       23
<PAGE>


Exhibit 11 - Statements Re: Computation of Per Share Earnings


                          FLORIDA COMMUNITY BANKS, INC.

                    COMPUTATION OF EARNINGS PER COMMON SHARE



The following  tabulation presents the calculation of basic and diluted earnings
per common share for the three-month  and six-month  periods ended June 30, 2001
and 2000.  Average shares  outstanding  have been  retroactively  adjusted on an
equivalent  share  basis for the  effects of the stock  dividends  and splits as
discussed in the notes to the financial statements.

<TABLE>
<CAPTION>

                                                                Three Months                   Six Months
                                                               Ended June 30,                Ended June 30,
                                                     ------------------------------   -----------------------------
                                                          2002            2001             2002           2001
                                                     -------------    -------------   -------------  --------------

Basic Earnings Per Share:
<S>                                                  <C>              <C>             <C>            <C>
   Net income....................................    $   1,721,108    $   1,561,758   $   3,212,690  $    2,788,924
                                                     =============    =============   =============  ==============

   Earnings on common shares.....................    $   1,721,108    $   1,561,758   $   3,212,690  $    2,788,924
                                                     =============    =============   =============  ==============

   Weighted average common shares
     outstanding - basic.........................        2,602,764        2,602,764       2,602,764       2,602,764
                                                     =============    =============   =============  ==============

   Basic earnings per common share...............    $        0.66    $        0.60   $        1.23  $         1.07
                                                     =============    =============   =============  ==============

Diluted Earnings Per Share:
   Net income....................................    $   1,721,108    $   1,561,758   $   3,212,690  $    2,788,924
                                                     =============    =============   =============  ==============

   Weighted average common shares
     outstanding - diluted.......................        2,613,784        2,602,764       2,607,916       2,602,764
                                                     =============    =============   =============  ==============

   Diluted earnings per common share.............    $        0.66    $        0.60   $        1.23  $         1.07
                                                     =============    =============   =============  ==============
</TABLE>


                                       24
<PAGE>




                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


In connection with Florida Community Banks, Inc.'s ("Company") Quarterly Report
on Form 10-Q for the period ended June 30, 2002 ("Report"), each of the
undersigned certify that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.


<TABLE>

<S>            <C>
Date:   August 12, 2002                                            By:   /s/ Stephen L. Price
                                                                        -------------------------------------------
                                                                        Stephen L. Price
                                                                        President and Chief Executive Officer

Date:   August 12, 2002                                            By:   /s/ Thomas V. Ogletree
                                                                        -------------------------------------------
                                                                        Thomas V. Ogletree
                                                                        Chief Financial Officer
</TABLE>


                                       25

<PAGE>




                                   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.


                           FLORIDA COMMUNITY BANKS, INC.

<TABLE>

<S>                                                                                      <C>
                           By:  /s/ Stephen L. Price                              August 12, 2002
                                ---------------------------------------------     ---------------------------
                                Stephen L. Price                                  Date
                                President and Chief Executive Officer




                                /s/ Thomas V. Ogletree                            August 12, 2002
                                ---------------------------------------------     -----------------------
                                Thomas V. Ogletree                                Date
                                Chief Financial Officer
</TABLE>


                                       26