**UNITED
      STATES**


**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 September 30,
                2006





OR





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





For
                the transition period from _____ to
                _____





Commission
      File Number: 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  o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.







Large
      accelerated filer  o  Accelerated
      filer x  Non-accelerated
      filer o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b
      of the Exchange Act).





Yes  o  No  x





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
            Outstanding
                at November 6, 2006: 6,570,190





1


**Form
      10-Q**


**FLORIDA
      COMMUNITY BANKS, INC.**


**September
      30, 2006**











**TABLE
      OF CONTENTS**







Page
                No.**Part
                I - Financial Information**Item
                1 - Consolidated Financial Statements (Unaudited)Consolidated
                Statements of Financial Condition as of
                September 30, 2006and
                December 31, 2005
            3Consolidated
                Statements of Income for the Three Months and
                Nine MonthsEnded
                September 30, 2006 and 2005
            4Consolidated
                Statement of Shareholders’ Equity for the
                Nine MonthsEnded
                September 30, 2006
            5Consolidated
                Statements of Cash Flows for the Nine MonthsEnded
                September 30, 2006 and 2005
            6Notes
                to Consolidated Financial Statements
            7Item
                2 - Management’s Discussion and Analysis ofFinancial
                Condition and Results of Operations
            13Item
                3 - Quantitative and Qualitative Disclosures about Market
                Risk
            19Item
                4 - Controls and Procedures
            20**Part
                II - Other Information**Item
                1 - Legal Proceedings
            21Item
                1A - Risk Factors
            21Item
                5 - Other Information
            21Item
                6 - Exhibits
            22Signatures





2


**PART
      I - FINANCIAL INFORMATION**


**Item
      1 - Financial Statements**


Table


**FLORIDA
      COMMUNITY BANKS, INC.**


**CONSOLIDATED
      STATEMENTS OF FINANCIAL
      CONDITION**


**September
      30, 2006 (Unaudited) and December 31, 2005**





September
                30,
            
            December
                312006
            
            2005(Unaudited)**Assets**Cash
                and due from banks
            
            $
            15,554,603
            
            $
            27,177,610Interest-bearing
                demand deposits with banks
            
            
            1,290,345
            
            
            5,002,739Federal
                funds sold
            
            
            17,396,000
            
            
            188,000**Cash
                and Cash Equivalents**
            
            
            34,240,948
            
            
            32,368,349Securities
                held-to-maturity, fair value of $76,356,616 in2006
                and $59,290,254 in 2005
            
            
            77,806,636
            
            
            61,033,171Other
                investment securities
            
            
            6,095,465
            
            
            5,209,265Loans
                held-for-sale
            
            
            —
            
            
            300,000Loans,
                net of unearned income
            
            
            891,088,523
            
            
            791,308,855Allowance
                for loan losses
            
            
            (16,054,376
            )
            
            (11,522,910
            )**Net
                Loans**
            
            
            875,034,147
            
            
            779,785,945Premises
                and equipment, net
            
            
            13,938,676
            
            
            13,776,233Accrued
                interest
            
            
            6,032,312
            
            
            4,941,241Foreclosed
                real estate
            
            
            2,203,435
            
            
            2,203,435Deferred
                taxes, net
            
            
            7,299,278
            
            
            5,830,225Other
                assets
            
            
            1,775,557
            
            
            1,633,670**Total
                Assets**
            
            $
            1,024,426,454
            
            $
            907,081,534**Liabilities
                and Shareholders’ Equity****Liabilities****Deposits**Noninterest-bearing
            
            $
            113,320,983
            
            $
            129,559,895Interest-bearing
            
            
            733,486,359
            
            
            607,695,861**Total
                Deposits**
            
            
            846,807,342
            
            
            737,255,756Short-term
                borrowings
            
            
            100,000
            
            
            25,088,000Accrued
                interest
            
            
            2,944,389
            
            
            2,399,280Deferred
                compensation
            
            
            255,384
            
            
            281,629ESOP
                note payable
            
            
            520,585
            
            
            —FHLB
                advances
            
            
            55,000,000
            
            
            60,000,000Subordinated
                debentures
            
            
            30,929,000
            
            
            10,310,000Income
                taxes payable
            
            
            804,289
            
            
            626,130Other
                liabilities
            
            
            2,523,684
            
            
            1,044,957**Total
                Liabilities**
            
            
            939,884,673
            
            
            837,005,752**Shareholders’
                Equity**Common
                stock - par value $0.01 per share, 10,000,000shares
                authorized, 6,591,769 shares issued and 6,570,190outstanding
                at September 30, 2006; and 6,591,769issued
                and outstanding at December 31, 2005
            
            
            65,918
            
            
            65,918Paid-in
                capital
            
            
            18,426,556
            
            
            18,353,825Retained
                earnings
            
            
            66,569,892
            
            
            51,656,039Unearned
                ESOP shares
            
            
            (520,585
            )
            
            —**Total
                Shareholders’ Equity**
            
            
            84,541,781
            
            
            70,075,782**Total
                Liabilities and Shareholders’ Equity**
            
            $
            1,024,426,454
            
            $
            907,081,534






3


**FLORIDA
      COMMUNITY BANKS, INC.**


**CONSOLIDATED
      STATEMENTS OF INCOME**


**Three
      Months and Nine Months Ended September 30, 2006 and 2005**


**(Unaudited)**


Table


Three
                Months
            
            Nine
                MonthsEnded
                September 30,
            
            Ended
                September 30,2006
            
            2005
            
            2006
            
            2005**Interest
                Income**Interest
                and fees on loans
            
            $
            21,768,673
            
            $
            14,299,095
            
            $
            60,827,003
            
            $
            38,067,635Interest
                and dividends on securities
            
            
            790,170
            
            
            698,747
            
            
            2,200,582
            
            
            2,150,596Interest
                on federal funds soldand
                other interest income
            
            
            305,061
            
            
            114,694
            
            
            688,564
            
            
            295,384**Total
                Interest Income**
            
            
            22,863,904
            
            
            15,112,536
            
            
            63,716,149
            
            
            40,513,615**Interest
                Expense**Interest
                on deposits
            
            
            7,880,959
            
            
            3,691,790
            
            
            21,406,336
            
            
            9,146,828Interest
                on borrowed funds
            
            
            1,307,290
            
            
            885,508
            
            
            3,271,542
            
            
            2,422,757**Total
                Interest Expense**
            
            
            9,188,249
            
            
            4,577,298
            
            
            24,677,878
            
            
            11,569,585**Net
                Interest Income**
            
            
            13,675,655
            
            
            10,535,238
            
            
            39,038,271
            
            
            28,944,030Provision
                for loan losses
            
            
            1,225,000
            
            
            32,000
            
            
            4,615,000
            
            
            32,000**Net
                Interest Income After****Provision
                for Loan Losses**
            
            
            12,450,655
            
            
            10,503,238
            
            
            34,423,271
            
            
            28,912,030**Noninterest
                Income**Customer
                service fees
            
            
            410,939
            
            
            362,156
            
            
            1,255,705
            
            
            1,070,567Secondary
                market loan fees
            
            
            207,830
            
            
            228,848
            
            
            570,906
            
            
            728,743Other
                noninterest income
            
            
            325,285
            
            
            256,177
            
            
            1,180,993
            
            
            950,466Gain
                on sale of premisesand
                equipment
            
            
            —
            
            
            —
            
            
            —
            
            
            21,216**Total
                Noninterest Income**
            
            
            944,054
            
            
            847,181
            
            
            3,007,604
            
            
            2,770,992**Noninterest
                Expenses**Salaries
                and employee benefits
            
            
            2,336,964
            
            
            2,150,627
            
            
            6,935,967
            
            
            5,875,199Occupancy
                and equipment expense
            
            
            649,177
            
            
            529,997
            
            
            1,701,155
            
            
            1,499,450Other
                noninterest expenses
            
            
            776,067
            
            
            672,890
            
            
            2,327,748
            
            
            2,025,376**Total
                Noninterest Expenses**
            
            
            3,762,208
            
            
            3,353,514
            
            
            10,964,870
            
            
            9,400,025Income
                before income taxes
            
            
            9,632,501
            
            
            7,996,905
            
            
            26,466,005
            
            
            22,282,997Provision
                for income tax expense
            
            
            3,699,239
            
            
            3,079,595
            
            
            10,178,866
            
            
            8,584,351**Net
                Income**
            
            $
            5,933,262
            
            $
            4,917,310
            
            $
            16,287,139
            
            $
            13,698,646Weighted
                average common sharesoutstanding
                - basic
            
            
            6,570,190
            
            
            6,592,220
            
            
            6,576,386
            
            
            6,560,286Weighted
                average common sharesoutstanding
                - diluted
            
            
            6,671,807
            
            
            6,668,058
            
            
            6,664,149
            
            
            6,636,277Basic
                earnings per common share
            
            $
            0.90
            
            $
            0.75
            
            $
            2.48
            
            $
            2.09Diluted
                earnings per common share
            
            
            0.89
            
            
            0.74
            
            
            2.44
            
            
            2.06Cash
                dividends declaredper
                common share
            
            
            0.21
            
            
            0.17
            
            
            0.21
            
            
            0.17


See
          notes
          to consolidated financial statements
 4


**FLORIDA
      COMMUNITY BANKS, INC.**


**CONSOLIDATED
      STATEMENT OF SHAREHOLDERS’
EQUITY**


**Nine
      Months Ended September 30, 2006**


**(Unaudited)**











Table


Common
            
            Paid-in
            
            Retained
            
            UnearnedStock
            
            Capital
            
            Earnings
            
            ESOP
                shares
            
            TotalDecember
                31, 2005
            
            $
            65,918
            
            $
            18,353,825
            
            $
            51,656,039
            
            $
            —
            
            $
            70,075,782Unearned
                ESOP shares
            
            
            —
            
            
            —
            
            
            —
            
            
            (520,585
            )
            
            (520,585
            )Cash
                dividends - Common$0.21
                per share
            
            
            —
            
            
            —
            
            
            (1,373,286
            )
            
            —
            
            
            (1,373,286
            )Compensation
                effect of stock options
            
            
            —
            
            
            72,731
            
            
            —
            
            
            —
            
            
            72,731Net
                income - nine months endedSeptember
                30, 2006
            
            
            —
            
            
            —
            
            
            16,287,139
            
            
            —
            
            
            16,287,139Balance
                at September 30, 2006
            
            $
            65,918
            
            $
            18,426,556
            
            $
            66,569,892
            
            $
            (520,585
            )
            $
            84,541,781











See
          notes
          to consolidated financial statements
 5


**FLORIDA
      COMMUNITY BANKS, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**Nine
      Months Ended September 30, 2006 and 2005**


**(Unaudited)**





Table


Nine
                MonthsEnded
                September 30,2006
            
            2005**Operating
                Activities**Net
                Income
            
            $
            16,287,139
            
            $
            13,698,646Adjustments
                to reconcile net income to net cashprovided
                by operating activities:Provision
                for loan losses
            
            
            4,615,000
            
            
            32,000Depreciation,
                amortization, and accretion, net
            
            
            832,490
            
            
            888,030Increase
                in accrued interest receivable
            
            
            (1,091,071
            )
            
            (710,162
            )Increase
                in accrued interest payable
            
            
            545,109
            
            
            883,687Increase
                in deferred tax asset, net
            
            
            (1,469,053
            )
            
            (673,254
            )Loss
                on disposal (gain on sale) of premises and equipment
            
            
            33,911
            
            
            (21,216
            )Other,
                net
            
            
            1,362,723
            
            
            338,316**Net
                Cash Provided By Operating Activities**
            
            
            21,116,248
            
            
            14,436,047**Investing
                Activities**Proceeds
                from pay-downs of investment securities held-to-maturity
            
            
            4,069,380
            
            
            5,892,335Purchase
                of investment securities held-to-maturity
            
            
            (20,990,219
            )
            
            —Purchase
                of other securities
            
            
            (267,200
            )
            
            (274,188
            )Net
                increase in loans to customers
            
            
            (99,479,668
            )
            
            (190,535,367
            )Purchase
                of premises and equipment
            
            
            (916,252
            )
            
            (1,098,355
            )Proceeds
                from the sale of premises and equipment
            
            
            —
            
            
            41,000**Net
                Cash Used in Investing Activities**
            
            
            (117,583,959
            )
            
            (185,974,575
            )**Financing
                Activities**Net
                increase in demand deposits, NOW accounts,and
                savings accounts
            
            
            34,175,519
            
            
            13,121,057Net
                increase in certificates of deposit
            
            
            75,376,067
            
            
            153,635,699Proceeds
                from (repayment of) short-term borrowings
            
            
            (24,988,000
            )
            
            10,593,000Proceeds
                from other debt
            
            
            67,279
            
            
            26,415Issuance
                of subordinated debentures
            
            
            20,010,000
            
            
            —Net
                decrease in FHLB advances
            
            
            (5,000,000
            )
            
            —Sale
                of common stock...
            
            
            —
            
            
            1,162,233Dividends
                paid
            
            
            (1,373,286
            )
            
            (1,144,482
            )Compensation
                associated with the issuance of options, net of tax
            
            
            72,731
            
            
            52,722**Net
                Cash Provided By Financing Activities**
            
            
            98,340,310
            
            
            177,446,644**Net
                Increase in Cash and Cash Equivalents**
            
            
            1,872,599
            
            
            5,908,116Cash
                and Cash Equivalents at Beginning of Period
            
            
            32,368,349
            
            
            19,614,078**Cash
                and Cash Equivalents at End of Period**
            
            $
            34,240,948
            
            $
            25,522,194








See
            notes
            to consolidated financial statements
 6


**FLORIDA
      COMMUNITY BANKS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**September
      30, 2006**


**(Unaudited)**


**Note
      A - Basis of Presentation**





Florida
      Community Banks, Inc. (“FCBI” or the “Company”) is a bank holding company, which
      owns all of the common stock of Florida Community Bank (“Bank” or “FCB”) and
      special purpose business trusts organized to issue Trust Preferred Securities.
      The special purpose business trusts are not consolidated in the financial
      statements that are included elsewhere herein. 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 disclosures required
      by accounting principles generally accepted in the United States 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 nine-month period ended September
      30,
      2006, are not necessarily indicative of the results that may be expected for
      the
      year ending December 31, 2006.





The
      statement of financial condition at December 31, 2005, has been derived from
      the
      audited financial statements at that date, but does not include all of the
      information and disclosures required by accounting principles generally accepted
      in the United States for complete financial statements.





The
      interim statements should be read in conjunction with the financial statements
      and disclosures thereto
      included in Florida Community Banks, Inc.'s Form 10-K for the year ended
      December 31, 2005.





Some
      items in the September 30, 2005, financial information have been reclassified
      to
      conform to the September 30, 2006, presentation.





**Note
      B - Critical Accounting Policies**





Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





The
      determination of the adequacy of the allowance for loan losses is based on
      estimates that are particularly susceptible to significant changes in the
      economic environment and market conditions. In connection with the determination
      of the estimated losses on loans, management obtains independent appraisals
      for
      significant collateral. While management uses available information to recognize
      losses on loans, further reductions in the carrying amounts of loans may be
      necessary based on changes in local economic conditions. In addition, regulatory
      agencies, as an integral part of their examination process, periodically review
      the estimated losses on loans. Such agencies may require the Bank to recognize
      additional losses based on their judgments about information available to them
      at the time of their examination. Because of these factors, it is reasonably
      possible that the estimated losses on loans may change materially in the near
      term. However, the amount of the change that is reasonably possible cannot
      be
      estimated.


7
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **September
          30, 2006**
 **(Unaudited)**


**Note
      B - Critical Accounting Policies - Continued**





Recently
      Adopted Accounting Standards





We
      adopted Statement of Financial Accounting Standards ("SFAS") No. 123(R), *Share-based
      Payment* ,
      as of
      January 1, 2006, using the modified prospective approach. The adoption of this
      standard did not have a material effect on the financial statements nor is
      it
      expected to have a material effect on any future periods.





**Note
      C - Income Taxes**





The
      effective tax rate of approximately 38.46% for the nine months ended September
      30, 2006 and 2005 is more than the federal statutory tax rate for corporations;
      this is principally because of the effect of state income taxes, net of federal
      tax benefit.





**Note
      D - Securities**





The
      Company applies the accounting and reporting requirements of SFAS No. 115, *Accounting
      for Certain Investments in Debt and Equity Securities* as
      amended. 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).





The
      carrying amounts of securities held-to-maturity as shown in the consolidated
      statements of financial condition and their approximate fair values at September
      30, 2006 and December 31, 2005 were as follows:





Gross
            
            Gross
            
            EstimatedAmortized
            
            Unrealized
            
            Unrealized
            
            FairCost
            
            Gains
            
            Losses
            
            ValueSeptember
                30, 2006:U.
                S. Government andagency
                securities
            
            $
            9,022,997
            
            $
            37,856
            
            $
            50,953
            
            $
            9,009,900Municipal
                securities
            
            
            9,566,555
            
            
            55,939
            
            
            17,993
            
            
            9,604,501Mortgage-backed
                securities
            
            
            59,217,084
            
            
            10,305
            
            
            1,485,174
            
            
            57,742,215$
            77,806,636
            
            $
            104,100
            
            $
            1,554,120
            
            $
            76,356,616December
                31, 2005:U.
                S. Government andagency
                securities
            
            $
            1,997,481
            
            $
            —
            
            $
            58,681
            
            $
            1,938,800Mortgage-backed
                securities
            
            
            59,035,690
            
            
            18,534
            
            
            1,702,770
            
            
            57,351,454$
            61,033,171
            
            $
            18,534
            
            $
            1,761,451
            
            $
            59,290,254


8
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **September
          30, 2006**
 **(Unaudited)**


**Note
      D - Securities - Continued**





The
      following tables show our investments' gross unrealized losses and fair value,
      aggregated by investment category and length of time that individual securities
      have been in a continuous unrealized loss position, at September 30,
      2006.


Less
                than 12 Months
            
            12
                Months or More
            
            TotalFair
            
            Unrealized
            
            Fair
            
            Unrealized
            
            Fair
            
            UnrealizedDescription
                of Securities
            
            Value
            
            Losses
            
            Value
            
            Losses
            
            Value
            
            LossesU.S.
                Government andagency
                securities
            
            $
            —
            
            $
            —
            
            $
            1,947,200
            
            $
            50,953
            
            $
            1,947,200
            
            $
            50,953Municipal
                securities
            
            
            2,100,053
            
            
            17,993
            
            
            —
            
            
            —
            
            
            2,100,053
            
            
            17,993Mortgage-backedsecurities
            
            
            5,388,013
            
            
            17,107
            
            
            49,591,087
            
            
            1,468,067
            
            
            54,979,100
            
            
            1,485,174Total
                TemporarilyImpaired
                Securities
            
            $
            7,488,066
            
            $
            35,100
            
            $
            51,538,287
            
            $
            1,519,020
            
            $
            59,026,353
            
            $
            1,554,120





Management
      evaluates securities for other-than-temporary impairment at least on a quarterly
      basis, and more frequently when economic or market concerns warrant such
      evaluation. Consideration is given to (1) the length of time and the extent
      to
      which the fair value has been less than cost, (2) the financial condition and
      near-term prospects of the issuer, and (3) the intent and ability of the Company
      to retain its investment in the issuer for a period of time sufficient to allow
      for any anticipated recovery in fair value.





The
      Company believes all individual securities at September 30, 2006, that were
      in
      an unrealized loss position or impaired for the timeframes indicated above
      are
      deemed not to be other-than-temporary impairments. Substantially all of these
      positions are backed by 1-4 family mortgages and the unrealized loss of these
      securities is based solely on interest rate changes and not due to credit
      ratings. Management intends to hold these securities until
      maturity.








**Note
      E - Subordinated Debentures**





On
      May
      12, 2006, FCBI Capital Trust II (“Trust II”) was established as a Delaware
      statutory trust. Trust II received $20,000,000 in proceeds. The proceeds of
      the
      Trust II transaction and the $10,000,000 in proceeds from the prior statutory
      trust established June 21, 2002, FCBI Capital Trust I (“Trust I”) transaction
      were then used by the trusts 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 the trusts
      on a subordinated basis with respect to the preferred securities. Subject to
      certain limitations, the preferred securities qualify as Tier 1 capital and
      are
      presented in the Consolidated Statements of Financial Condition as subordinated
      debentures. The sole assets of the trusts are the subordinated debentures issued
      by the Company. Both the preferred securities of the trusts and the subordinated
      debentures of the Company have approximately 30-year lives. However, both the
      Company and the trusts have call options of five years, subject to regulatory
      capital requirements.


9
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **September
          30, 2006**
 **(Unaudited)**


**Note
      F- Shareholders’ Equity**





In
      October 2006, the Company declared a stock split of 1.2 shares for each of
      the
      Company's outstanding shares of common stock. This effect of this stock split
      has been retroactively reflected in the financial statements. All references
      to
      weighted average shares outstanding and per share amounts included in the
      accompanying financial statements and notes reflect the stock split and its
      retroactive effects. In March and June 2006 the ESOP plan acquired shares in
      a
      leveraged transaction (see Note J for further explanation).








**Note
      G** **- Segment Information**





All
      of
      the Company’s offices offer similar products and services, are located in the
      same geographic region, and serve the same customer 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
      H** **- Stock-Based Compensation**





The
      Company has a stock-based employee compensation plan. Prior to January 1, 2006,
      the plan has been accounted for under the provisions of SFAS No. 123, *Accounting
      for Stock-Based Compensation* ,
      as
      provided by SFAS No. 148, *Accounting
      for Stock-Based Compensation - Transition and Disclosure.* SFAS No.
      148 allows for a prospective method of adoption of SFAS No. 123, whereas, the
      Company can prospectively account for the current expense of options granted
      during 2003 and thereafter. The compensation cost recognized for stock options
      granted in prior years was calculated based on the fair value at the date of
      grant. In accordance with the transition provisions of SFAS No. 148, this
      compensation expense was included in net income for all periods as presented.
      On
      January 1 st of 2006,
      the Company adopted SFAS No. 123(R), *Share-Based
      Payment* .
      The
      Company adopted SFAS No. 123(R) using the modified prospective method for
      interim periods for stock option expense. The adoption of SFAS No. 123(R) is
      not
      expected to have a material effect on the Company's consolidated operating
      results.





The
      Company has used the Black-Scholes option pricing model for all grant date
      estimations of fair value under SFAS No. 123 and will continue to use this
      model
      as the Company believes that its stock options have characteristics for which
      the Black-Scholes model provides an acceptable measure of fair value. The
      expected term of an option represents the period of time that the Company
      expects the options granted to be outstanding. The Company bases this estimate
      on a number of factors including vesting period, historical data, expected
      volatility, and blackout periods. The expected volatility used in the option
      pricing calculation is estimated considering historical volatility. The Company
      believes that historical volatility is a good predictor of the expected
      volatility. The expected dividend yield represents the expected dividend rate
      that will be paid out on the underlying shares during the expected term of
      the





10
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **September
          30, 2006**
 **(Unaudited)**


**Note
      H** **- Stock-Based Compensation - Continued**





option,
      taking into account any expected dividend increases. The Company's options
      do
      not permit option holders to receive dividends and therefore the expected
      dividend yield was factored into the calculation. The risk-free rate is assumed
      to be a short-term treasury rate on the date of grant, such as a U.S. Treasury
      zero-coupon issue with a term equal to the expected term of the option.





The
      additional disclosure requirements of SFAS 123(R) have been omitted due to
      immateriality.








**Note
      I - Commitments and Contingencies**





In
      the
      normal course of business the Company enters into commitments to extend credit,
      which are agreements to lend to customers as long as there is no violation
      of
      any condition established in the contract. Commitments generally have fixed
      expiration dates or other termination clauses and generally require a payment
      of
      fees. Since commitments may expire without being drawn upon, the total reported
      above do not necessarily represent expected future cash flows.





Standby
      letters of credit are commitments issued by the Company to guarantee the
      performance of a customer to a third party. These guarantees are primarily
      issued to support public and private borrowing arrangements, including
      commercial paper, bond financing and similar transactions, and expire in
      decreasing amounts with terms ranging from one to four years. The credit risk
      involved in issuing letters of credit is essentially the same as that involved
      in extending loan facilities to customers.





The
      following represents the Company’s commitments to extend credit and standby
      letters of credit as of September 30, 2006 and December 31, 2005:


September
                30,
            
            December
                31,2006
            
            2005Commitments
                to extend credit
            
            $
            208,708,000
            
            $
            208,082,000Standby
                and commercial letters of credit
            
            
            3,003,000
            
            
            2,771,000Total
                commitments and contingencies
            
            $
            211,711,000
            
            $
            210,853,000





Florida
      Community Bank, as part of its retail mortgage loan production activities,
      routinely enters into short-term commitments to originate fixed rate loans.
      Most
      of the loans will be sold to third party correspondent banks upon closing.
      For
      those loans, the Company enters into individual forward sales commitment’s at
      the same time the commitment to originate is finalized. While the forward sales
      commitments function as an economic hedge and effectively eliminate the
      Company's financial risk of rate changes during the rate lock period, both
      the
      commitment to originate mortgage loans that will be sold and the commitment
      to
      sell the mortgage loans are derivatives, the fair values of which are
      essentially equal and offsetting, whereas the Company primarily acts as
      intermediary between the borrower and the ultimate lender.





11
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **September
          30, 2006**
 **(Unaudited)**


**Note
      J - Benefit Plans**





The
      Company sponsors a defined contribution employee stock ownership plan ("ESOP")
      for the benefit of its employees. The ESOP provides for contributions, as the
      Board of Directors determines annually, made to a trust for the benefit of
      participating employees which contribution shall be invested primarily in the
      Company's common stock. The shares for this purpose are provided principally
      by
      the Company's ESOP, supplemented as needed by newly issued shares. On March
      15,
      2006, the ESOP incurred $445,535 of debt to purchase 15,365 shares of the
      Company; on June 7, 2006, the ESOP incurred an additional $75,000 in debt to
      purchase 2,618 shares. The ESOP shares are accounted for as collateral for
      its
      debt. As the debt is repaid, shares are released from collateral and allocated
      to employees' accounts based on the proportion of debt service paid in the
      year.
      The Company accounts for its ESOP in accordance with Statement of Position
      93-6.
      Accordingly, the shares related to debt are reported as unearned ESOP shares
      in
      the statement of financial condition. Dividends on allocated ESOP shares are
      recorded as a reduction of retained earnings; dividends on unallocated ESOP
      shares are recorded as a reduction of debt and accrued interest. Management
      intends to repay the debt before December 31, 2006.








**Note
      K - Provision for Loan Losses**





During
      2006 the company provided $4,615,000 in provision for loan losses compared
      to
      $32,000 provision for the same period of 2005. The 2006 provision was considered
      necessary by management to maintain an adequate allowance to cover a potential
      increase in estimated loan losses.








**Note
      L - Subsequent Events**





On
      October 19, 2006, the Board of Directors declared a dividend payable on November
      17, 2006, of $0.25 per share, to all shareholders of record as of November
      3,
      2006. The Company also declared a stock split of 1.2 shares for each of the
      Company's outstanding shares of common stock on December 1, 2006, to
      stockholders of record on November 3, 2006. The effect of this stock split
      has
      been retroactively reflected in the financial statements. All references to
      weighted average shares outstanding and per share amounts included in the
      accompanying financial statements and notes reflect the stock split and its
      retroactive effects.








12
 **FLORIDA
            COMMUNITY BANKS, INC.**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **September
            30, 2006**
 **(Unaudited)**


**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 September 30, 2006, Form 10-Q, and “Management’s Discussion and Analysis
      of Financial Condition and Results of Operations,” appearing in the Company’s
      Annual Report on Form 10-K for the year ended December 31, 2005.





**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 real estate development, 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**





**September
      30, 2006** **compared to December 31, 2005**





The
      Bank
      continued its operations concentrating in the origination of loans in
      southwestern and other areas of Florida. As discussed more fully below, loans
      increased 12.61% during the first nine months of 2006, while equity capital
      grew
      at a higher rate (20.64%). No significant changes in operating goals or policies
      occurred during 2006.





**Loans**





Loans
      comprised the largest single category of the Company’s earning assets on
      September 30, 2006. Loans, net of unearned income, totaled 86.98% of total
      assets at September 30, 2006 compared to 87.24% of total assets at December
      31,
      2005. During the first nine months of 2006, loans increased approximately $99.8
      million, a smaller increase than the $190.6 million during the same time period
      in 2005. In early 2005, management anticipated that a slow down in the economy
      was coming and took advantage of the tremendous growth that Southwest Florida
      was experiencing to increase its loan portfolio, knowing that as rates rose
      the
      demand for real estate would subside and the construction and development loans
      would being to payoff. While new loan business is down, loans already on the
      books continue to fund and add to the portfolio.





**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. With interest rates increasing, management
      decided it was time to increase the investment portfolio with a mixture of
      securities that would provide “rates down” protection in the event that interest
      rates declined. As of September 30, 2006, approximately $21 million in new
      securities had been purchased; total investments were $77.8 million compared
      to
      $61 million at December 31, 2005.





**Asset
      Quality**





From
      December 31, 2005 to September 30, 2006, the Bank’s asset quality remained
      satisfactory as measured by three key ratios. The ratio of loan loss allowance
      to total nonperforming assets (defined as non-accrual loans, loans past due
      90
      days or greater, restructured loans, non-accruing securities, and other real
      estate) decreased from 367.31% to 128.90%. The percentage of nonperforming
      assets to total assets increased from 0.35% to 1.22%, and the percentage of
      nonperforming loans to total loans increased from 0.12% to 1.15%. These ratios
      were affected by a $9.3 million increase in nonperforming loans during the
      first
      nine months of 2006; the increase was primarily due to one loan ($8.2 million)
      that was put on non-accrual in March. Management has increased the reserve
      for
      loan losses, and as a percent of loans, the allowance was 1.46% at December
      31,
      2005, and was 1.80% at September 30, 2006.





During
      the first nine months of 2006, charge-offs totaled $103 thousand and recoveries
      $20 thousand.






13


**FLORIDA
        COMMUNITY BANKS, INC.**
 **September
        30, 2006**







**Deposits**





Total
      deposits of $846.8 million at September 30, 2006, represented an increase of
      $109.5 million (14.86%) from total deposits of $737.3 million at year-end 2005.
      The increase was attributable to increases of $74 million in broker certificate
      of deposits and $64 million in money market accounts; checking, NOW accounts
      and
      savings balances all declined a combined $30.1 million. At September 30,
      2006, brokered and internet certificates of deposit totaled approximately $393.9
      million and money market accounts totaled approximately $190.5
      million.





**Shareholders’
      Equity**




Shareholders’
      equity increased $14.5 million from December 31, 2005 to September 30, 2006,
      due
      to the retention of earnings, less $1.4 million in dividends paid. On September
      30, 2006, the Company and the Bank exceeded the regulatory **** minimums
      and qualified as well-capitalized under the regulations of the Federal Reserve
      System, the State of Florida, and the FDIC.





**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 maturities
      and
      the repayment of loan and investment principal. Loans that mature in one year
      or
      less equaled approximately $447.4 million at September 30, 2006, and there
      are
      approximately $9.6 million of investment security repayments expected within
      one
      year.





The
      liability portion of the balance sheet provides liquidity through deposits
      to
      various customers’ interest-bearing and Noninterest-bearing deposit accounts,
      brokered and internet certificated of deposits. At September 30, 2006, the
      Bank
      had funds available through the purchase of federal funds from correspondent
      commercial banks up to an aggregate of $55 million; the Company had $5 million
      available through a separate line with a commercial bank. The Bank also has
      available a credit line with the Federal Home Loan Bank of Atlanta of up to
      15%
      of assets (approximately $152 million) of which $97 million is available and
      unused. At September 30, 2006, the bank had unused collateral totaling
      approximately $49 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 (“Trust I”), a Delaware statutory trust
      established by the Company, received $10,000,000 in proceeds in exchange for
      $10,000,000 principal amount of Trust I floating rate cumulative trust preferred
      securities (the “preferred securities”) in a trust preferred private placement.
      On May 12, 2006, FCBI Capital Trust II (“Trust II”) was established also as a
      Delaware statutory trust. Trust II received $20,000,000 in similar proceeds.
      The
      proceeds of both transactions were then used by the trusts 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 the trusts on a subordinated basis with respect to the preferred
      securities. Subject to certain limitations, the preferred securities qualify
      as
      Tier 1 capital and are presented in the Consolidated Statements of Financial
      Condition as subordinated debentures. The sole assets of the trusts are the
      subordinated debentures issued by the Company. Both the preferred securities
      of
      the trusts and the subordinated debentures of the Company have approximately
      30-year lives. However, both the Company and the trusts have call options of
      five years, subject to regulatory capital requirements.





FCBI
      Capital Trust II was established for two reasons; to increase the capital of
      the
      Bank (by $8.5 million) and to potentially payoff the original $10,000,000 (Trust
      I) when it is callable next year (July 2007). The Company will participate
      $10,000,000 in loans until (Trust I) is paid off.





Regulatory
      authorities are placing increased emphasis on the maintenance of adequate
      capital. In 1990, new risk-based capital requirements became effective. The
      guidelines take into consideration risk factors, as defined by regulators,
      associated with various categories of assets, both on and off the balance sheet.
      Under the guidelines, 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 plus qualifying Trust Preferred securities issued, amounted to $112.5
      million at September 30, 2006. Tier II capital components include supplemental
      capital components such as qualifying allowance for loan losses and Trust
      Preferred securities not qualifying as Tier I capital. Tier I capital plus
      the
      Tier II capital components are referred to as Total Risk-Based capital and
      was
      $127.1 million at September 30, 2006.





Management
      will continue to monitor the Company's asset mix and the loan loss allowance,
      which are the areas most affected by the capital requirements.





14


**FLORIDA
          COMMUNITY BANKS, INC.**
 **September
          30, 2006**


**RESULTS
      OF OPERATIONS**





**Three
      months ended September 30, 2006 and 2005**





**Summary**





Net
      earnings of the Company for the three months ended September 30, 2006, totaled
      $5,933,262 compared to $4,917,310 **** for
      the
      same period in 2005, representing a 20.6% increase. The increase was due
      primarily to loan growth, which generated interest and fee income that was
      $7.5
      million or 52.2% higher than last year.





**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 for the three months ended September 30, 2006,
      increased **** $3.1
      million (29.8%) from the same period in 2005. This increase was due to an
      increase in interest from loans, securities and fed funds sold of $7.7 million,
      which offset an increase in interest expense from deposits and borrowed funds
      of
      $4.6 million. Loan income increased due to higher rates and fees, and the build
      up in volume from 2005 (actual loans decreased **** $9.3
      million this quarter, compared to a $74.5 million increase last year, however,
      interest rates are up approximately 175 basis points from September 2005).
      Interest expense also increased (100%) due to volume and rates, compared to
      the
      same period last year; higher volumes and rates primarily in money market and
      certificate of deposits, contributed to the overall increase. During the third
      quarter of 2006, earning assets averaged $982.7 million compared to $777.4
      million during the third quarter in 2005, with loans averaging $194 million
      higher. Interest-bearing liabilities averaged $783.5 million during the third
      quarter of 2006 compared to $612.6 million in 2005; certificate of deposits
      averaged $135 million higher, NOWs, savings and money market accounts were
      $48
      million higher and borrowed funds were $13.5 million lower.





The
      Company’s net interest margin for the three months ended September 30, 2006 was
      5.65%, compared to 5.38% for the third quarter last year. The higher margin
      was
      due to higher rates, but was also due to a higher volume of loan payoffs that
      occurred during the third quarter which resulted in higher deferred fee income
      being earned. When loans payoff early, the deferred fees that were being earned
      over the life of the loan are credited to income immediately which increases
      the
      yield for that month, but unless the loans are replaced with higher rates and
      fees, future income and yields will be lower.





**Provision
      for Loan Losses**





The
      provision for loan losses represents the charge against current earnings
      necessary to maintain the allowance 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 $1.25 million for the three months
      ended September 30, 2006 compared to $32 thousand during the same period in
      2005. Loans charged off exceeded recoveries by approximately $21 thousand for
      the three months ended September 30, 2006, compared to a $20 thousand net
      recovery for the three-month period ended September 30, 2005. The reserve for
      loan losses as a percent of outstanding loans, net of unearned income, was
      1.80%
      at September 30, 2006 and was 1.34% at September 30, 2005.





**Noninterest
      Income**





Noninterest
      income for the three months ended September 30, 2006, was $944 thousand compared
      to $847 thousand for the same period of 2005, an increase of $97 thousand
      (11.43%). The increase was primarily due to a $49 thousand increase in deposit
      service charges and a $77 thousand increase in other fees related to check
      cashing fees, check up-charges, and other loan and deposit fees.





**Noninterest
      Expenses**





Noninterest
      expenses for the three months ended September 30, 2006, were $3.8 million
      reflecting a 12.19% increase from the same period of 2005. Salaries and benefit
      costs for the three months ended September 30, 2006 were $186 thousand or 8.66%
      higher, compared to the same period in 2005, due to the addition of new
      employees. Occupancy costs were $119 thousand or 22.49% higher, due to higher
      maintenance and depreciation expenses. Other expenses (advertising and promotion
      expenses, professional fees, data processing expenses, etc.) were $69 thousand
      or 26.98% higher, due to higher marketing expenses and professional fees.





**Income
      Taxes**





The
      provision for income taxes of $3.7 million for the three months ended September
      30, 2006, increased $620 thousand compared to the same period of 2005, 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.





15


**FLORIDA
          COMMUNITY BANKS, INC.**
 **September
          30, 2006**


**Nine
      months ended September 30, 2006 and 2005**





**Summary**





Net
      earnings of the Company for the nine months ended September 30, 2006, totaled
      $16,287,139 compared to $13,698,646 for the same period in 2005, representing
      an
      18.90% increase. The increase was due primarily to loan growth which generated
      interest and fee income that was $22,759,368 or 59.79% higher than last
      year.





**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 net
      income. Net interest income during the nine months ended September 30, 2006,
      increased $10.1 million (34.88%) from the same period in 2005. This increase
      was
      due primarily to higher rates and volumes on loans, fed funds sold balances
      and
      to a lesser extent securities, which together increased $23.2 million or 57.27%.
      Interest expense on deposits increased $12.3 million or 134% and interest on
      borrowed funds increased $848.8 thousand or 35%; both increases were due to
      higher rates and volumes. Earning assets averaged $960.7 million during the
      first nine months of 2006 compared to $719.5 million in 2005, with the increase
      due to loans which increased $237 million and investments and federal funds
      sold
      that increased $4.2 million. For the first nine months of 2006, interest-bearing
      liabilities averaged $787.3 million compared to $566.5 million in 2005. Interest
      bearing savings accounts (money market and savings accounts) averaged $45.6
      million higher in 2006 compared to the second quarter of 2005 reflecting an
      increase of 30.11%; as did average certificates of deposit (up $168.8 million)
      increasing 57.43%.





With
      the
      Federal Reserve increasing the federal funds rate seven times since September
      2005, the cost of funds rose faster as a percentage than interest income;
      however, with a higher average loan volume, the net interest margin increased
      from 5.38% at September 30, 2005, to 5.43% at September 30, 2006.





The
      Company is in an asset sensitive position, with $352.7 million more in
      interest-earning assets subject to re-pricing than interest-bearing liabilities
      over a 12 month period. This is usually a good position to be in when interest
      rates are rising (as you saw with the net interest margin increasing), but
      in a
      declining rate environment the net interest margin is at risk due the volume
      of
      loans that will immediately re-price down; certificate of deposits that will
      re-price down, but a slower rate based on their maturities. To protect the
      net
      interest margin, there are floor rates on most of the variable rate loans that
      will help to keep the loan rates from dropping too low. Management has recently
      purchased securities that have better “down rate” protection, meaning that they
      will not prepay as fast when rates fall and management is also shortening the
      maturities on the broker certificate of deposits, so that if rates do drop
      suddenly, we will be able to recover much more quickly.





**Provision
      for Loan Losses**





The
      provision for loan losses represents the charge against current earnings
      necessary to maintain the allowance for loan losses at a level which management
      considers adequate. 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 non-accruing and past-due
      loans. The provision for loan losses was $4,615,000 for the nine months ended
      September 30, 2006, and $32,000 for the comparable period in 2005. Charge-offs
      exceeded recoveries by approximately $84 thousand during the nine months of
      2006
      compared to recoveries that exceeded charge-offs by approximately $108 thousand
      during the same time period in 2005. The level of non-performing loans increased
      significantly (from $3.1 million to $12.5 million) during the period from
      December 31, 2005 to September 30, 2006; with one large ($8.2 million)
      non-accrual loan accounting for the majority of the increase.





**Noninterest
      Income**





Noninterest
      income for the nine months ended September 30, 2006, was $3.0 million compared
      to $2.8 million for the same period of 2005, an increase of 8.54% (2005’s income
      included a $21 thousand gain from the sale of a fixed asset compared to a $0
      thousand gain in 2006). Without the effect of the gains, noninterest income
      actually increased 9.38%, with increases of $185 thousand in service charges
      on
      deposit accounts and $237 thousand in other income related to check cashing
      fees
      ($132 thousand) check up-charges ($29 thousand) and other loan fees ($25
      thousand); the increases were based both on the volume of accounts and on
      increases in certain check cashing fees. Secondary market loan fees were down
      $158 thousand from last year, due to higher mortgage rates which slowed the
      refinancing market down.





**Noninterest
      Expenses**





Noninterest
      expenses for the nine months ended September 30, 2006, totaled $10.9 million
      reflecting a 16.65% increase from the same period of 2005. The primary
      components of noninterest expenses are salaries and employee benefits, which
      increased $1.1 million for the nine months ended September 30, 2006, compared
      to
      the same period in 2005. This increase was due to the growth of the bank
      (additional employees and the related expenses like medical insurance, etc.),
      but it also reflected the slow down in loan growth as measured by a decrease
      ($293 thousand) in loan costs that are deferred. Occupancy expenses
      (depreciation, taxes, insurance, electricity, etc.) increased $202 thousand,
      due
      to higher maintenance ($138 thousand), real estate taxes ($57 thousand) and
      depreciation expenses ($31 thousand). Other expenses (advertising and promotion
      expenses, professional fees, assessment fees, data processing expenses, other
      real estate owned expenses, etc.) were $428 thousand higher; with $202 thousand
      due to higher accounting fees and $113 thousand due to higher advertising and
      promotion expenses.





**Income
      Taxes**





The
      provision for income taxes of $10.2 million for the nine months ended September
      30, 2006, increased $1.6 million compared to the same period of 2005, due to
      higher pre-tax income. 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


**FLORIDA
        COMMUNITY BANKS, INC.**
 **September
        30, 2006**




**Other
      Accounting Issues**




In
      March
      2004, the Emerging Issues Task Force ("EITF") reached a consensus on the
      remaining portions of EITF 03-01, *The
      Meaning of Other-Than-Temporary Impairment and It's Application to Certain
      Investments* ,
      effective for the first fiscal year or interim period beginning after June
      15,
      2004. EITF 03-01 provides guidance for determining when an investment is
      considered impaired, whether impairment is other-than-temporary, and measurement
      of an impairment loss. An investment is considered impaired if the
      fair
      value of the investment is less than its cost. Generally, an impairment is
      considered other-than-temporary unless: (1) the investor has the ability and
      intent to hold an investment for a reasonable period of time sufficient for
      an
      anticipated recovery of fair value up to (or beyond) the cost of the investment,
      and (2) evidence indicating that the cost of the investment is recoverable
      within a reasonable period of time outweighs evidence to the contrary. If
      impairment is determined to be other-than-temporary, then an impairment loss
      should be recognized equal to the difference between the investment's cost
      and
      its fair value. Certain disclosure requirements of EITF 03-01 were adopted
      in
      2003 and the Company began presenting the new disclosure requirements in its
      consolidated financial statements for the year ended December 31, 2003. The
      recognition and measurement provisions were initially effective for
      other-than-temporary impairment evaluations in reporting periods beginning
      after
      June 15, 2004. In June 2005, the Financial Accounting Standards Board decided
      not to provide additional guidance on the meaning of other-than-temporary
      impairment, but directed the staff to issue proposed FSP EITF 03-1-a, *Implementation
      Guidance for the Application of Paragraph 16 of EITF Issue No.
      03-1* as
      final. However, in November 2005 FASB issued FASB Staff Position (retitled
      FSP
      115-1/124-1), *The
      Meaning of Other-Than-Temporary Impairment and its Application to Certain
      Investments* .
      This
      FSP provides additional guidance on when an investment in a debt or equity
      security should be considered impaired and when that impairment should be
      considered other-than-temporary and recognized as a loss in earnings.
      Specifically, the guidance clarifies that an investor should recognize an
      impairment loss no later than when the impairment is deemed
      other-than-temporary, even if a decision to sell has not been made. The FSP
      also
      requires certain disclosures about unrealized losses that have not been
      recognized as other-than-temporary impairments. The Company applied the guidance
      in this FSP in 2005 and there was no material affect to the results of
      operations or the statement of financial position.





On
      December 16, 2004, the FASB issued SFAS No. 153, *Exchanges
      of Nonmonetary Assets* ,
      an
      amendment of Accounting Principles Board ("APB") Opinion No. 29. SFAS No. 153
      amends the principle that exchanges of nonmonetary assets should be measured
      based on the fair value of the assets exchanged and more broadly provides
      exceptions regarding exchanges of nonmonetary assets that do not have commercial
      substance. A nonmonetary exchange has commercial substance when the future
      cash
      flows of the entity are expected to change significantly as a result of the
      exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset
      exchanges occurring in periods beginning after June 15, 2005. Management
      does not believe that the adoption of this standard will have a material impact
      on the financial condition or the operating results of the Company.





In
      May
      2005, the FASB issued SFAS No. 154, *Accounting
      Changes and Error* *Corrections* ,
      which
      replaces APB Opinion No. 20, *Accounting
      Changes* ,
      and
      SFAS No. 3,  *Reporting
      Accounting Changes in Interim Financial Statements--An Amendment
      of* *APB
      Opinion No. 28* .
      SFAS
      No. 154 changes the requirements for the accounting and reporting of a change
      in
      accounting principle. It applies to all voluntary changes
      in accounting principle as well as to changes required by an
      accounting pronouncement that does not include specific transition provisions. SFAS No.
      154
      eliminates the requirement in APB Opinion No. 20 to include the cumulative effect
      of
      changes in accounting principle in the income statement in the
      period of
      change. Instead, to enhance the comparability of prior period financial
      statements, SFAS No. 154 requires that changes in accounting principle be
      retrospectively applied. Under retrospective application, the new accounting
      principle is applied as of the beginning of the first period presented as if
      that principle had always been used. The cumulative effect of the change is
      reflected in the carrying value of assets and liabilities as of the first period
      presented and the offsetting adjustments are recorded to opening retained
      earnings. Each period presented is adjusted to reflect the period-specific
      effects of applying the change. SFAS No. 154 also redefines "restatement" as
      the
      revising of previously issued financial statements to reflect the correction
      of
      an error. Only direct effects of the change will be included in the
      retrospective application;
      all indirect effects will be recognized in the period of change. If it is
      impracticable to determine the cumulative effect for all prior periods,
      the new accounting principle should be applied as if it were adopted prospectively from the earliest date practicable. The Company does not expect
      the adoption of this statement to have a material effect on the consolidated
      financial statements.





In
      February 2006, the FASB issued SFAS No. 155 entitled *Accounting
      for Certain Hybrid Financial Instruments.* SFAS
      No.
      155 amends SFAS No. 133, entitled *Accounting
      for Derivative Instruments and Hedging Activities* ,
      and
      SFAS No. 140, entitled *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* .
      This
      statement permits fair value remeasurement of certain hybrid financial
      instruments containing embedded derivatives and requires evaluation of
      securitized financial assets for purposes of identifying items of a derivative
      nature. The statement includes further clarification as to the derivative
      classification of selected financial instruments. The provisions of SFAS No.
      155
      are effective for all financial instruments acquired or issued after the
      beginning of the first fiscal year that begins after September 15, 2006. The
      fair value "election" within the literature may be utilized upon adoption of
      the
      guidance related to hybrid financial instruments. Earlier adoption is permitted
      as of the beginning of a fiscal year, provided that reporting entities have
      not
      yet issued financial statements. The provisions within SFAS No. 155 may be
      applied to instruments "held" at the date of adoption on an
      instrument-by-instrument basis. At adoption, any difference between the total
      carrying amount of the individual components of the existing hybrid financial
      instrument and the fair value of the combined hybrid financial instrument should
      be recognized as a cumulative-effect adjustment to beginning retained earnings.
      Reporting entities should separately disclose the gross gains and losses that
      make up the cumulative-effect adjustment, determined on an
      instrument-by-instrument basis. Prior periods should not be restated. The
      Company does not expect the adoption of this statement to have a material effect
      on the consolidated financial statements.





In
      March
      2006, the FASB issued FASB No. 156, *Accounting
      for Servicing of Financial Assets,* ("FAS
      156 " ) ** which
      amends FASB No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities.* This
      statement addresses the recognition and measurement of separately recognized
      servicing assets and liabilities, such as those common with mortgage
      securitization activities, and provides an approach to simplify efforts to
      obtain hedge-like accounting. It also clarifies when an obligation to service
      financial assets should be separately recognized as a servicing asset or
      servicing liability and requires that those separately recognized assets or
      liabilities be initially measured at fair value, if practicable. FASB No. 156
      permits an entity to choose either the amortization method or the fair value
      method for subsequent measurement and also permits a servicer that uses
      derivative financial instruments to offset risks on servicing to report both
      the
      derivative financial instrument and related servicing asset or liability by
      using a consistent measurement attribute - fair value. This statement shall
      be
      effective for all separately recognized servicing assets and liabilities
      acquired or issued after the beginning of an entity ' s
      first
      fiscal year beginning after September 15, 2006, with early adoption permitted.
      Management believes this Statement will not have a material effect on the
      Company's consolidated financial statements.





In
      June
      2006, the FASB issued Financial Interpretation No. 48 ("FIN 48"), *Accounting
      For Uncertainty in Income Taxes.* FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise's financial statements in accordance with FASB Statement No. 109, *Accounting
      for Income Taxes* .
      This
      interpretation prescribes a recognition threshold and measurement attribute
      for
      the financial statement recognition and measurement of a tax position taken
      or
      expected to be taken in a tax return. This interpretation is effective for
      fiscal years beginning after December 15, 2006. The Company is evaluating any
      impact that the adoption of this interpretation may have on the Company's
      consolidated financial statements.





17


**FLORIDA
        COMMUNITY BANKS, INC.**
 **September
        30, 2006**


**Other
      Accounting Issues - Continued**




In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* .
      SFAS
      157 defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS 157 is effective for the Company on January 1,
      2008. The Company does not expect the adoption of this statement to have a
      material effect on the consolidated financial statements.





In
      September 2006, the FASB issued SFAS No. 158, *Employers'
      Accounting for Defined Benefit Pension and Other Postretirement
      Plans* ("SFAS
      158"), which amends SFAS 87 and SFAS 106 to require recognition of the
      overfunded or underfunded status of pension and other postretirement benefit
      plans on the balance sheet. Under SFAS 158, gains and losses, prior service
      costs and credits, and any remaining transition amounts under SFAS 87 and SFAS
      106 that have not yet been recognized through net periodic benefit cost will
      be
      recognized in accumulated other comprehensive income, net of tax effects, until
      they are amortized as a component of net periodic cost. The measurement date
      -
      the date at which the benefit obligation and plan assets are measured - is
      required to be the company's fiscal year end. SFAS 158 is effective for
      publicly-held companies for fiscal years ending after December 15, 2006, except
      for the measurement date provisions, which are effective for fiscal years ending
      after December 15, 2008. The Company is currently analyzing the effects of
      SFAS
      158 but does not expect its implementation will have a significant impact on
      the
      Company's financial conditions or results of operations.





In
      September, 2006, The FASB ratified the consensuses reached by the FASB's
      Emerging Issues Task Force relating to EITF 06-4 *Accounting
      for the Deferred Compensation and Postretirement Benefit Aspects of Endorsement
      Split-Dollar Life Insurance Arrangements* .
      EITF
      06-4 addresses employer accounting for endorsement split-dollar life insurance
      arrangements that provide a benefit to an employee that extends to
      postretirement periods should recognize a liability for future benefits in
      accordance with FASB Statement of Financial Accounting Standards (SFAS) No.
      106, *Employers'
      Accounting for Postretirement Benefits Other Than Pensions* ,
      or
      Accounting Principles Board Opinion No. 12, *Omnibus
      Opinion-1967* .
      EITF
      06-4 is effective for fiscal years beginning after December 15, 2006. Entities
      should recognize the effects of applying this Issue through either (a) a change
      in accounting principle through a cumulative-effect adjustment to retained
      earnings or to other components of equity or net assets in the statement of
      financial position as of the beginning of the year of adoption or (b) a change
      in accounting principle through retrospective application to all prior periods.
      The Company does not believe the adoption of EITF 06-4 will have a material
      impact on its financial position, results of operations and cash flows.





On
      September 13, 2006, the SEC issued Staff Accounting Bulleting No.108 ("SAB
      108"). SAB 108 provides interpretive guidance on how the effects of the
      carryover or reversal of prior year misstatements should be considered in
      quantifying a potential current year misstatement. Prior to SAB 108, Companies
      might evaluate the materiality of financial statement misstatements using either
      the income statement or balance sheet approach, with the income statement
      approach focusing on new misstatements added in the current year, and the
      balance sheet approach focusing on the cumulative amount of misstatement present
      in a company's balance sheet. Misstatements that would be material under one
      approach could be viewed as immaterial under another approach, and not be
      corrected. SAB 108 now requires that companies view financial statement
      misstatements as material if they are material according to either the income
      statement or balance sheet approach. The Company has analyzed SAB 108 and
      determined that upon adoption it will have no impact on the reported results
      of
      operations or financial conditions.


18
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **September
          30, 2006**


**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.














[The
      remainder of this page intentionally left blank.]


19
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **September
          30, 2006**


As
      of
      September 30, 2006, the Company ’s
      simulation analysis indicated that the Company is
      at
      greatest risk in a sudden decreasing interest rate environment. This analysis
      assumes that rates will change suddenly on a specific date. The Company believes
      that there is still a possibility of another rate increase by the Federal
      Reserve Bank, but it’s more likely that the next move they make will be to lower
      rates, probably sometime next year; but even if they do lower rates, the general
      feeling is it won’t be by more than 100 basis points. In any event, rates should
      remain fairly stable over the next year or so. The table below depicts the
      results of the simulation assuming a one and two percent decrease and increase
      in market interest rates.


Estimated
                Fair Value of Financial InstrumentsDown
            
            Up
            
            Down
            
            Up1
                Percent
            
            1
                Percent
            
            2
                Percent
            
            2
                PercentDollars
                in Thousands**Interest-earning
                Assets:**Loans
            
            $
            882,403
            
            $
            877,568
            
            $
            884,675
            
            $
            875,079Federal
                funds sold and cash equivalents
            
            
            —
            
            
            —
            
            
            —
            
            
            —Securities
            
            
            97,840
            
            
            92,061
            
            
            100,516
            
            
            88,982**Total
                Interest-earning Assets**
            
            
            980,243
            
            
            969,629
            
            
            985,191
            
            
            964,061**Interest-bearing
                Liabilities**Deposits
                - Demand and savings
            
            
            331,906
            
            
            327,510
            
            
            334,104
            
            
            325,312Deposits
                - Time
            
            
            481,626
            
            
            474,798
            
            
            485,040
            
            
            471,384Other
                borrowings
            
            
            56,979
            
            
            53,055
            
            
            58,941
            
            
            51,093**Total
                Interest-bearing Liabilities**
            
            
            870,511
            
            
            855,363
            
            
            878,085
            
            
            847,789**Net
                Difference in Fair Value**
            
            $
            109,732
            
            $
            114,266
            
            $
            107,106
            
            $
            116,272**Change
                in Net Interest Income**
            
            $
            (2,274
            )
            $
            2,567
            
            $
            (4,578
            )
            $
            5,107








**Item
      4. Controls and Procedures**





**Evaluation
      of Disclosure Controls and Procedures**


The
      Company has evaluated the effectiveness of its disclosure controls and
      procedures pursuant to Rule 13a-15(e) under the Securities Exchange Act of
      1934
      (the “Exchange Act”), the Company’s chief executive officer and chief financial
      officer have concluded that as of the end of the period covered by this
      Quarterly Report of Form 10-Q such disclosure controls and procedures are
      effective to ensure that information required to be disclosed by the Corporation
      in reports that it files or submits under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in
      Securities and Exchange Commission rules and forms.





**Changes
      in Internal Controls**


During
      the quarter under report, there was no change in the Company’s internal control
      over financial reporting that has materially affected, or is reasonably likely
      to materially affect, the Company’s internal control over financial
      reporting.





20
 **FLORIDA
            COMMUNITY BANKS, INC.**
 **September
            30, 2006**


**PART
      II - Other Information**





**Item
      1 - Legal Proceedings**





On
      October 20, 2006, the Florida Office of Financial Regulation served an
      Administrative Complaint and Notice of Rights (“Complaint”) on Florida Community
      Banks, Inc.’s wholly-owned subsidiary, Florida Community Bank (“Bank”). The
      Complaint alleges that the Bank has unsafe and unsound practices with regard
      to
      its lending activities, liquidity management, Bank Secrecy Act and Anti-Money
      Laundering compliance program, Board of Directors and management deficiencies
      in
      overseeing Bank affairs, and violations of laws and regulations related to
      bank
      operations. The Bank believes that it has been operating in a safe and sound
      fashion with regard to these functions. The Bank further intends to vigorously
      defend itself before the Florida Division of Administrative Hearings and
      believes that it will be successful.




In
        the
        ordinary course of business, the Company is subject to legal proceedings,
        which
        involve claims for substantial monetary relief. However, based upon the advice
        of legal counsel, management is of the opinion that any legal proceedings,
        individually or in the aggregate, will not have a material adverse effect
        on the
        Company’s financial condition or results of operations.









**Item
      1A - Risk Factors**





There
      are
      no material changes from risk factors as previously disclosed.





**Item
      5** **- Other Information**





In
      October 2006, the Company declared a stock split and issued 1.2 shares for
      each
      share outstanding of the Company's common stock. The 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 consolidated financial statements and accompanying
      notes
      reflect the stock split and its retroactive effect. Additionally, the Company
      declared a cash dividend payable on November 17, 2006 for stockholders of record
      on November 3, 2006 of $0.25 per share.














[The
      remainder of this page intentionally left blank]





21
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **September
          30, 2006**


**Item
      6 - Exhibits**


Table


The
      following Exhibits are filed with this report:





**Exhibit
                No.**
            **Exhibit**
            **Page**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
            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).10.2
            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 (included as Exhibit
                10.3 to
                the Company’s Form 10-Q for the quarter ended June 30, 2002, and
                incorporated herein by reference).10.3
            Guarantee
                Agreement between Florida Community Banks, Inc. as guarantor, and
                Wilmington Trust Company as guarantee trustee, dated as of June 21,
                2002
                (included as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended
                June 30, 2002, and incorporated herein by reference).10.4
            Junior
                Subordinated Indenture between Florida Community Banks, Inc. (as
                Company)
                and Wilmington Trust Company (as trustee), dated as of June 21, 2002(included
                as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30,
                2002, and incorporated herein by reference).10.5
            Employee
                Stock Ownership Plan (included as Exhibit 10.5 to the Company’s Form S-8
                filed May 6, 2004 and incorporated herein by reference).10.6
            Amended
                and Restated Declaration of Trust, dated as of May 12, 2006, by and
                among
                the Company, as Depositor, Wells Fargo Bank, National Association,
                as
                Institutional Trustee and Delaware Trustee, and the Administrators
                named
                therein (included as Exhibit 10.3 to the Company's Form 8-K filed
                with the
                SEC on May 12, 2006, and incorporated herein by
                reference).


22
 **FLORIDA
          COMMUNITY BANKS, INC.**
 **September
          30, 2006**





**Exhibit
                No.**
            **Exhibit**
            **Page**10.7
            Guarantee
                Agreement, dated as of May 12, 2006, by and between the Company,
                as
                Guarantor, and Wells Fargo Bank, National Association, as Guarantee
                Trustee (included as Exhibit 10.2 to the Company's Form 8-K filed
                with the
                SEC on May 12, 2006, and incorporated herein by
                reference).10.8
            Indenture,
                dated as of May 12, 2006, by and between the Company and Wells Fargo
                Bank,
                National Association, as Trustee (included as Exhibit 10.1 to the
                Company's Form 8-K filed with the SEC on May 12, 2006, and incorporated
                herein by reference).11
            Statement
                re: computation of earnings per common share
            2814
            Code
                of Ethics (included as Exhibit 99.1 to the Company’s Form 8-K filed on
                March 3, 2003, and incorporated herein by reference.)31.1
            Chief
                Executive Officer - Certification of principal executive officer
                pursuant
                to the Exchange Act Rule 13(a)-14(a) or 15(d)-14(a).
            2931.2
            Chief
                Financial Officer - Certification of principal financial officer
                pursuant
                to the Exchange Act Rule 13(a)-14(a) or 15(d)-14(a).
            3032.1
            Chief
                Executive Officer - Certification pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.
            3132.2
            Chief
                Financial Officer - Certification pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.
            31














[The
      remainder of this page intentionally left blank.]








23
 **FLORIDA
            COMMUNITY BANKS, INC.**
 **September
            30, 2006**


**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.By:
            /s/
                Stephen L. Price
            November
                8, 2006Stephen
                L. Price
            DatePresident,
                Chief Executive Officerand
                Chairman of the Board of Directors/s/
                Guy W. Harris
            November
                8, 2006Guy
                W. Harris
            DateChief
                Financial Officer








24


**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 nine-month periods ended September 30,
      2006
      and 2005. 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.











Three
                Months
            
            Nine
                MonthsEnded
                September 30,
            
            Ended
                September 30,2006
            
            2005
            
            2006
            
            2005**Basic
                Earnings Per Share:**Net
                income
            
            $
            5,933,262
            
            $
            4,917,310
            
            $
            16,287,139
            
            $
            13,698,646Earnings
                on common shares
            
            $
            5,933,262
            
            $
            4,917,310
            
            $
            16,287,139
            
            $
            13,698,646Weighted
                average common sharesoutstanding
                - basic
            
            
            6,570,190
            
            
            6,592,220
            
            
            6,576,386
            
            
            6,560,286Basic
                earnings per common share
            
            $
            0.90
            
            $
            0.75
            
            $
            2.48
            
            $
            2.09**Diluted
                Earnings Per Share:**Net
                income
            
            $
            5,933,262
            
            $
            4,917,310
            
            $
            16,287,139
            
            $
            13,698,646Weighted
                average common sharesoutstanding
                - diluted
            
            
            6,671,807
            
            
            6,668,058
            
            
            6,664,149
            
            
            6,636,277Diluted
                earnings per common share
            
            $
            0.89
            
            $
            0.74
            
            $
            2.44
            
            $
            2.06








25


**Exhibit
      31.1**





**CERTIFICATION
      OF CHIEF EXECUTIVE OFFICER**





I,
      Stephen L. Price, certify that:





1.
            I
                have reviewed this quarterly report on Form 10-Q of Florida Community
                Banks, Inc.





2.
            Based
                on my knowledge, this report does not contain any untrue statement
                of a
                material fact or omit to state a material fact necessary to make
                the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this quarterly report, fairly present in all material
                respects
                the financial condition, results of operations and cash flows of
                the
                registrant, as of, and for, the periods presented in this report;





4.
            The
                registrant’s other certifying officer and I are responsible for
                establishing and maintaining disclosure controls and procedures (as
                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
                control over financial reporting (as defined in Exchange Act Rules
                13a-15(f) and 15d-15(f)) for the registrant and
                have:




a)
            designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within those
                entities, particularly during the period in which this report is
                being
                prepared;




b)
            designed
                such internal control over financial reporting, or caused such internal
                control over financial reporting to be designed under our supervision,
                to
                provide reasonable assurance regarding the reliability of financial
                reporting and the preparation of financial statements for external
                purposes in accordance with generally accepted accounting
                principles;




c)
            evaluated
                the effectiveness of the registrant’s disclosure controls and procedures
                and presented in this report our conclusions about the effectiveness
                of
                the disclosure controls and procedures, as of the end of the period
                covered by this report based on such evaluation;
                and




d)
            disclosed
                in this report any change in the registrant’s internal control over
                financial reporting that occurred during the registrant’s most recent
                quarter that has materially affected or is reasonably likely to materially
                affect, the registrant’s internal control over financial reporting;





5.
            The
                registrant’s other certifying officer and I have disclosed, based on our
                most recent evaluation of internal control over financial reporting,
                to
                the registrant’s auditors and the audit committee of registrant’s board of
                directors (or persons performing the equivalent
                functions):




a)
            all
                significant deficiencies and material weaknesses in the design or
                operation of internal control over financial reporting which are
                reasonably likely to adversely affect the registrant’s ability to record,
                process, summarize and report financial information;
                and




b)
            any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal control
                over financial reporting.








Date:
                November 8, 2006
            By*:*/s/ Stephen L. PriceStephen
                L. Price, President, Chief Executive Officerand
                Chairman of the Board of Directors





26


**Exhibit
      31.2**





**CERTIFICATION
      OF CHIEF FINANCIAL OFFICER**





I,
      Guy W.
      Harris, certify that:





1.
            I
                have reviewed this quarterly report on Form 10-Q of Florida Community
                Banks, Inc.





2.
            Based
                on my knowledge, this report does not contain any untrue statement
                of a
                material fact or omit to state a material fact necessary to make
                the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this quarterly report, fairly present in all material
                respects
                the financial condition, results of operations and cash flows of
                the
                registrant, as of, and for, the periods presented in this report;





4.
            The
                registrant’s other certifying officer and I are responsible for
                establishing and maintaining disclosure controls and procedures (as
                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
                control over financial reporting (as defined in Exchange Act Rules
                13a-15(f) and 15d-15(f)) for the registrant and
                have:




a)
            designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within those
                entities, particularly during the period in which this report is
                being
                prepared;




b)
            designed
                such internal control over financial reporting, or caused such internal
                control over financial reporting to be designed under our supervision,
                to
                provide reasonable assurance regarding the reliability of financial
                reporting and the preparation of financial statements for external
                purposes in accordance with generally accepted accounting
                principles;




c)
            evaluated
                the effectiveness of the registrant’s disclosure controls and procedures
                and presented in this report our conclusions about the effectiveness
                of
                the disclosure controls and procedures, as of the end of the period
                covered by this report based on such evaluation;
                and




d)
            disclosed
                in this report any change in the registrant’s internal control over
                financial reporting that occurred during the registrant’s most recent
                quarter that has materially affected or is reasonably likely to materially
                affect, the registrant’s internal control over financial reporting;





5.
            The
                registrant’s other certifying officer and I have disclosed, based on our
                most recent evaluation of internal control over financial reporting,
                to
                the registrant’s auditors and the audit committee of registrant’s board of
                directors (or persons performing the equivalent
                functions):




a)
            all
                significant deficiencies and material weaknesses in the design or
                operation of internal control over financial reporting which are
                reasonably likely to adversely affect the registrant’s ability to record,
                process, summarize and report financial information;
                and




b)
            any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal control
                over financial reporting.








Date:November
                8, 2006
            By*:*/s/
                Guy W. HarrisGuy
                W. HarrisChief
                Financial Officer





27


**EXHIBIT
      32.1**





**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 September 30, 2006 (“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.








Date:
                November 8, 2006
            By*:*/s/ Stephen L. PriceStephen
                L. PricePresident,
                Chief Executive Officerand
                Chairman of the Board of Directors











**EXHIBIT
      32.2**





**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 September 30, 2006 (“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.











Date:November
                8, 2006
            By*:*/s/
                Guy W. HarrisGuy
                W. HarrisChief
                Financial Officer











28