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, 2002

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


                       Commission File Number: 000-1170902




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





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


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


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



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



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

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

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


<PAGE>

                                INTRODUCTORY NOTE

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





             [The remainder of this page intentionally left blank.]


                                       2

<PAGE>


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

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                           Page No.
Part I - Financial Information

  Item 1 - Consolidated Financial Statements (Unaudited)

           Consolidated Statements of Financial Condition as of September 30, 2002
<S>                        <C> <C>                                                                             <C>
              and December 31, 2001.......................................................................     4

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

           Consolidated Statements of Income For The Nine Months Ended
              September 30, 2002 and 2001.................................................................     6

           Consolidated Statement of Shareholders' Equity For The Nine Months
              Ended September 30, 2002....................................................................     7

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

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

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

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

  Item 4 - Controls and Procedures........................................................................    22

Part II - Other Information

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

Signatures

Certification of Periodic Financial Reports
</TABLE>


                                       3

<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements


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

                                                                                  September 30,
                                                                                      2002           December 31,
                                                                                   (Unaudited)           2001
                                                                                ----------------  -----------------
Assets
<S>                                                                             <C>               <C>
Cash and due from banks......................................................   $     11,984,326  $      15,193,797
Interest-bearing deposits with banks.........................................            461,756          7,845,331
Federal funds sold...........................................................          3,750,000                 --
                                                                                ----------------  -----------------
       Cash and Cash Equivalents.............................................         16,196,082         23,039,128

Interest-bearing time deposits with banks....................................                 --          2,500,000
Securities available-for-sale................................................          2,374,977          1,960,475
Securities held-to-maturity, fair value of $41,734,519 and $33,290,686.......         40,940,805         33,041,035

Loans, net of unearned income................................................        390,768,491        318,665,591
Allowance for loan losses....................................................         (5,519,105)        (3,802,836)
                                                                                ----------------  -----------------
       Net Loans.............................................................        385,249,386        314,862,755

Premises and equipment, net..................................................          9,519,556          7,938,850
Accrued interest.............................................................          2,974,557          2,688,165
Other assets.................................................................          2,266,755          2,030,264
                                                                                ----------------  -----------------

       Total Assets..........................................................   $    459,522,118  $     388,060,672
                                                                                ================  =================

Liabilities and Shareholders' Equity


Liabilities
Deposits
   Non-interest-bearing......................................................   $     55,740,416  $      60,160,766
   Interest-bearing..........................................................        317,794,911        257,700,574
                                                                                ----------------  -----------------
       Total Deposits........................................................        373,535,327        317,861,340

Short-term borrowings........................................................                 --          1,086,000
Long-term Federal Home Loan Bank advances....................................         40,000,000         32,500,000
Subordinated capital note....................................................                 --          5,000,000
Other long-term debt.........................................................             53,311             79,761
Guaranteed preferred beneficial interests in the company's
   subordinated debentures...................................................         10,000,000                 --
Deferred compensation........................................................            435,063            473,267
Accrued interest.............................................................          1,825,041          1,688,813
Other liabilities............................................................            926,975            232,836
                                                                                ----------------  -----------------
       Total Liabilities.....................................................        426,775,717        358,922,017

Shareholders' Equity
Common stock-par value $.01 per share, 10,000,000 shares
   authorized, 2,602,764 shares issued and outstanding.......................             26,028             26,028
Paid-in capital..............................................................         16,685,260         16,685,260
Retained earnings............................................................         16,035,113         12,427,367
                                                                                ----------------  -----------------
       Total Shareholders' Equity............................................         32,746,401         29,138,655
                                                                                ----------------  -----------------

Total Liabilities and Shareholders' Equity...................................   $    459,522,118  $     388,060,672
                                                                                ================  =================

</TABLE>
                 See notes to consolidated financial statements

                                        4


<PAGE>


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


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

Interest Income
<S>                                                                             <C>               <C>
   Interest and fees on loans................................................   $      7,722,266  $       6,148,876
   Interest and dividends
     Taxable securities......................................................            554,528            594,397
   Tax-exempt securities.....................................................                979              3,054
   Interest on federal funds sold and other interest income..................             26,391            104,898
                                                                                ----------------  -----------------
       Total Interest Income.................................................          8,304,164          6,851,225
                                                                                ----------------  -----------------

Interest Expense
   Interest on deposits......................................................          2,500,246          2,673,305
   Interest on borrowed funds................................................            450,723            257,736
                                                                                ----------------  -----------------
       Total Interest Expense................................................          2,950,969          2,931,041
                                                                                ----------------  -----------------

Net Interest Income..........................................................          5,353,195          3,920,184

Provision for loan losses....................................................          1,100,000            150,000
                                                                                ----------------  -----------------

Net Interest Income After Provision for Loan Losses..........................          4,253,195          3,770,184

Noninterest Income
   Customer service fees.....................................................            293,400            234,361
   Insurance commissions.....................................................              9,465             12,189
   Other non-interest income.................................................            146,076             79,206
                                                                                ----------------  -----------------
       Total Noninterest Income..............................................            448,941            325,756
                                                                                ----------------  -----------------

Noninterest Expenses
   Salaries and employee benefits............................................          1,492,150          1,405,042
   Occupancy and equipment expense...........................................            397,940            297,614
   Other non-interest expenses...............................................            421,824            409,620
                                                                                ----------------  -----------------
       Total Noninterest Expenses............................................          2,311,914          2,112,276
                                                                                ----------------  -----------------

Income before income taxes...................................................          2,390,222          1,983,665
Provision for income tax expense.............................................            902,005            797,499
                                                                                ----------------  -----------------

Net Income...................................................................   $      1,488,217  $       1,186,166
                                                                                ================  =================

Earnings Per Common Share
   Basic.....................................................................   $           0.57  $           0.46
   Diluted...................................................................               0.57              0.46

Weighted Average Shares Outstanding
   Basic.....................................................................          2,602,764          2,602,764
   Diluted...................................................................          2,631,120          2,602,764
</TABLE>


                 See notes to consolidated financial statements

                                       5

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                           Nine Months
                                                                                        Ended September 30,
                                                                                -----------------------------------
                                                                                      2002               2001
                                                                                ----------------  -----------------

Interest Income
<S>                                                                             <C>               <C>
   Interest and fees on loans................................................   $     21,240,816  $      18,856,442
   Interest and dividends
     Taxable securities......................................................          1,665,684          1,809,749
     Tax-exempt securities...................................................              3,855             17,450
   Interest on federal funds sold and other interest income..................            202,864            537,402
                                                                                ----------------  -----------------
       Total Interest Income.................................................         23,113,219         21,221,043
                                                                                ----------------  -----------------

Interest Expense
   Interest on deposits......................................................          7,463,671          8,457,449
   Interest on borrowed funds................................................          1,209,177            739,810
                                                                                ----------------  -----------------
       Total Interest Expense................................................          8,672,848          9,197,259
                                                                                ----------------  -----------------

Net Interest Income..........................................................         14,440,371         12,023,784

Provision for loan losses....................................................          1,710,000            450,000
                                                                                ----------------  -----------------

Net Interest Income After Provision for Loan Losses..........................         12,730,371         11,573,784

Noninterest Income
   Customer service fees.....................................................            894,584            756,286
   Insurance commissions.....................................................             27,589             31,788
   Other non-interest income.................................................            513,999            324,129
   Security gains............................................................             36,083                 --
                                                                                ----------------  -----------------
       Total Noninterest Income..............................................          1,472,255          1,112,203
                                                                                ----------------  -----------------

Noninterest Expenses
   Salaries and employee benefits............................................          4,201,363          4,214,861
   Occupancy and equipment expense...........................................          1,170,300            858,685
   Other non-interest expenses...............................................          1,305,671          1,182,572
                                                                                ----------------  -----------------
       Total Noninterest Expenses............................................          6,677,334          6,256,118
                                                                                ----------------  -----------------

Income before income taxes...................................................          7,525,292          6,429,870
Provision for income tax expense.............................................          2,824,385          2,454,780
                                                                                ----------------  -----------------

Net Income...................................................................   $      4,700,907  $       3,975,090
                                                                                ================  =================

Earnings Per Common Share
   Basic.....................................................................   $           1.81  $           1.53
   Diluted...................................................................               1.80              1.53

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

Weighted Average Shares Outstanding
   Basic.....................................................................          2,602,764          2,602,764
   Diluted...................................................................          2,610,696          2,602,764
</TABLE>


                 See notes to consolidated financial statements

                                       6
<PAGE>


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


<TABLE>
<CAPTION>


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

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

Net income - Nine months ended
   September 30, 2002.....................                --               --         4,700,907           4,700,907

Cash dividends - Nine months ended
   September 30, 2002.....................                --               --        (1,093,161)         (1,093,161)
                                               -------------    -------------    --------------    ----------------

Balance at September 30, 2002.............     $      26,028    $  16,685,260    $   16,035,113    $     32,746,401
                                               =============    =============    ==============    ================
</TABLE>


                 See notes to consolidated financial statements

                                       7

<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months Ended September 30, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                           Nine Months
                                                                                        Ended September 30,
                                                                                -----------------------------------
                                                                                      2002               2001
                                                                                ----------------  -----------------

Operating Activities
<S>                                                                             <C>               <C>
   Net Income................................................................   $      4,700,907  $       3,975,090
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Provision for loan losses.............................................          1,710,000            450,000
       Depreciation, amortization, and accretion, net........................            509,535            353,619
       (Increase) decrease in accrued interest receivable....................           (286,392)           835,518
       Increase in accrued interest payable..................................            136,228            587,396
       Other, net............................................................            354,110           (135,615)
                                                                                ----------------  -----------------
       Net Cash Provided By Operating Activities.............................          7,124,388          6,068,008
                                                                                ----------------  -----------------

Investing Activities
   Net (increase) decrease in held-to-maturity securities....................         (7,934,370)         2,284,089
   Net increase in available-for-sale securities.............................           (414,502)                --
   Net decrease in interest-bearing time-deposits at banks...................          2,500,000                 --
   Loans made to customers, net of repayments................................        (72,096,630)       (46,788,669)
   Purchase of fixed assets, net.............................................         (2,040,096)        (1,156,388)
   Sale of branch premises...................................................                 --          1,855,000
   Net (increase) decrease in other real estate owned........................             49,788            (16,295)
                                                                                ----------------  ------------------
       Net Cash Used In Investing Activities.................................        (79,935,810)       (43,822,263)
                                                                                ----------------  -----------------

Financing Activities
   Net decrease in noninterest-bearing deposits..............................         (4,420,350)        (5,405,190)
   Net increase in interest-bearing deposits.................................         60,094,337         21,663,266
   Dividends paid............................................................         (1,093,161)        (1,084,485)
   Increase (decrease) in short-term borrowings..............................         (1,112,450)        12,588,000
   Repayment of subordinated note............................................         (5,000,000)                --
   Net increase in Federal Home Loan Bank advances...........................          7,500,000          4,500,000
   Issuance of subordinated floating rate deferrable interest debentures.....         10,000,000                 --
                                                                                ----------------  -----------------
       Net Cash Provided By Financing Activities.............................         65,968,376         32,261,591
                                                                                ----------------  -----------------

Net Increase in Cash and Cash Equivalents....................................         (6,843,046)        (5,492,664)

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

Cash and Cash Equivalents at End of Period...................................   $     16,196,082  $      11,354,319
                                                                                ================  =================

Supplemental Disclosure of Non-cash Transactions

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

                 See notes to consolidated financial statements

                                       8
<PAGE>


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

Note A - Basis of Presentation

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

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

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


Note B - Income Taxes

The  effective tax rates of  approximately  37.7% and 40.2% for the three months
ended  September 30, 2002 and 2001 and 37.5% and 38.2% for the nine months ended
September 30, 2002 and 2001,  respectively,  are more than the federal statutory
tax rate for  corporations  principally  because of the  effect of state  income
taxes, net of federal tax benefit.


Note C - Securities

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


                                       9

<PAGE>

Note C - Securities - Continued

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


Note D - Shareholders' Equity

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


Note E - Segment Information

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


Note F - Business Combination

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

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

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


                                       10

<PAGE>

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

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


Note H - Stock Options

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


Note I - Term Loan Agreement

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


Note J - Recently Passed Legislation

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


                                       11

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                               September 30, 2002


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

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

Forward-Looking Information

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


FINANCIAL CONDITION

September 30, 2002 compared to December 31, 2001

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


                                       12

<PAGE>


Loans

Loans comprised the largest single  category of the Company's  earning assets on
September 30, 2002.  Loans,  net of unearned income and reserve for loan losses,
totaled  83.8% of total assets at September  30, 2002 compared to 82.1% of total
assets at  December  31,  2001.  During  the first  nine  months of 2002,  loans
increased  approximately  $72  million  with $2.5  million of that  increase  in
agricultural,  commercial and industrial loans and the remainder of the increase
in loans  secured by real estate.  The rapid influx of  population  to southwest
Florida  continued to influence the demand for real estate  loans,  particularly
construction and development loans.

The company has a significant  investment  in loans to finance land  development
and  construction.  At  September  30,  2002 the  Company  had $124  million  in
construction,  land development and other land loans outstanding,  compared to a
total loan portfolio of $391 million.

Investment Securities and Other Earning Assets

The investment securities portfolio is used to provide a source of liquidity, to
serve as collateral for borrowings  and to secure certain  government  deposits.
Federal  funds sold are the most liquid  earning asset and is used to manage the
daily cash position of the Company.  Investment  securities and other short-term
investments  increased  $8.3 million during the first nine months of 2002 as the
investment portfolio increased in response to normal growth in assets.

Asset Quality

From  December  31, 2001 to September  30, 2002,  the  Company's  asset  quality
deteriorated due to the increase in non-performing loans. The ratio of loan loss
allowance to total nonperforming assets (defined as nonaccrual loans, loans past
due 90 days or greater,  restructured loans,  nonaccruing securities,  and other
real estate)  decreased from 1.61:1 to 0.53:1.  The percentage of  nonperforming
assets to total assets  increased  from 0.61% to 2.27%,  and the  percentage  of
nonperforming  loans to total loans increased from 0.74% to 2.67%.  These ratios
were  affected by a $9.1 million  increase in loans  secured by real estate that
were  nonperforming  loans at September 30, 2002. In response to the increase in
non-performing  loans,  the  allowance for loan losses was increased by charging
$1,710,000  to the  provision  for  possible  loan losses  during the first nine
months of 2002 compared to $450,000 during the same period in 2001.

During the first nine months of 2002, recoveries on loans previously charged-off
exceeded the amount of loans charged-off by $6 thousand.

Deposits

Total deposits of $373.5  million at September 30, 2002  represented an increase
of $55.6 million (17.5%) from total deposits of $317.9 million at year-end 2001.
The majority of the increase was attributable to two deposit  sources:  Internet
certificates  of deposit  (gathered  by posting the Bank's  rates on an Internet
bulletin board accessed by various financial  institutions in the United States)
and  brokered  certificates  of deposit.  At September  30,  2002,  brokered and
Internet certificates of deposit totaled approximately $83.7 million.


                                       13

<PAGE>

Shareholders' Equity

Consolidated  shareholders' equity increased $3.6 million from December 31, 2001
to September  30, 2002,  due to net income during the first nine months of 2002,
less dividends paid.

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 also can provide a return to
its shareholders. Daily monitoring of the sources and uses of funds is necessary
to maintain an acceptable position that meets both requirements. To the Company,
both assets and liabilities are considered sources of liquidity funding and both
are, therefore, monitored on a daily basis.

The asset portion of the balance sheet provides liquidity primarily through loan
principal repayments and maturities of investment securities.  Loans that mature
in one year or less equaled  approximately $122.6 million at September 30, 2002,
and there are  approximately  $3.0  million of  investment  securities  maturing
within one year.  In  addition,  Federal  funds sold (an  overnight  investment)
totaled $3.8 million at September 30, 2002.

The liability  portion of the balance sheet provides  liquidity through deposits
to various customers' interest-bearing and noninterest-bearing deposit accounts.
At September 30, 2002, funds also were available through the purchase of federal
funds  from  correspondent  commercial  banks from  available  lines of up to an
aggregate of $22.5 million and credit availability at the Federal Home Loan Bank
of Atlanta (up to 15% of assets, approximately $69 million) of which $29 million
is available and unused.  At September 30, 2002, the Bank had unused  collateral
totaling  approximately  $24.8 million,  thus limiting the advances  potentially
available to that amount.

Capital Resources

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

On June 21, 2002,  FCBI Capital  Trust I ("FCBI  Trust"),  a Delaware  statutory
trust established by the Company,  received  $10,000,000 in proceeds in exchange
for $10,000,000  principal amount of FCBI Trust's floating rate cumulative trust
preferred  securities (the "preferred  securities") in a trust preferred private
placement.  The  proceeds  of that  transaction  were then used by FCBI Trust to
purchase an equal


                                       14

<PAGE>

amount of floating rate subordinated debentures (the "subordinated  debentures")
of the  Company.  The  Company  has fully  and  unconditionally  guaranteed  all
obligations of FCBI Trust on a subordinated  basis with respect to the preferred
securities.  The Company  accounts for the FCBI Trust preferred  securities as a
minority  interest.  Subject to certain  limitations,  the preferred  securities
qualify as Tier 1 capital and are  presented in the  Consolidated  Statements of
Financial  Condition  as  "Guaranteed  preferred  beneficial  interests  in  the
Company's  subordinated  debentures."  The  sole  asset  of  FCBI  Trust  is the
subordinated  debentures issued by the Company. Both the preferred securities of
FCBI  Trust  and  the   subordinated   debentures   of  the  Company  each  have
approximately  30-year  lives.  However,  both the Company and FCBI Trust have a
call option of five years, subject to regulatory capital requirements.

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

Regulatory  authorities  are placing  increased  emphasis on the  maintenance of
adequate capital.  Capital strength is measured in two tiers,  which are used in
conjunction  with  risk-adjusted  assets to  determine  the  risk-based  capital
ratios.  The  Company's  Tier I capital,  which  consists of common  equity less
goodwill and the newly issued guaranteed  preferred  beneficial  interest in the
Company's subordinated debentures,  subject to limitation, totaled $42.7 million
at September 30, 2002. Tier II capital components include  supplemental  capital
components  such as qualifying  allowance for loan losses and the portion of the
guaranteed   preferred   beneficial  interest  in  the  Company's   subordinated
debentures  which exceeds the allowable  Tier I capital  amount.  Tier I capital
plus the Tier II capital  components is referred to as Total Risk-Based  capital
and was $48.3 million at September 30, 2002.

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


RESULTS OF OPERATIONS

Three months ended September 30, 2002 and 2001

Summary

Net  earnings of the Company for the three  months  ended  September  30,  2002,
totaled  $1,488,217  compared  to  $1,186,166  for  the  same  period  in  2001,
representing a 25.5% increase. The increase was due principally to the after-tax
effect of a $1.4 million increase in net interest income,  partially offset by a
$950 thousand increase in the provision for loan losses. As explained more fully
below,  the  increase in net interest  income was due to an increased  volume of
loans and  interest-bearing  deposits,  each  offset by a decline in rates.  The
increase  in the  provision  in loan  losses was in  response  to a  significant
increase in non-performing loans secured by real estate.

Net Interest Income

Net interest  income,  the difference  between interest earned on assets and the
cost of interest-bearing  liabilities, is the largest component of the Company's
income.  Net interest  income  during the three months ended  September 30, 2002
increased  $1,433,011  thousand  (36.6%)  from the  same  period  in 2001.

                                       15

<PAGE>

This  increase was due primarily to the increase in loan interest and fee income
with a  significantly  lower  increase  in  interest  expense.  Interest  income
increased  due to  greater  volume,  partially  offset by a decline in the rate.
Interest expense increased due to greater volume, almost all of which was offset
by the declines in the rate paid for deposits.  Lower deposit rates available in
the brokered  certificate of deposit markets  prompted the Company to seek funds
from that source.

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

Provision for Loan Losses

The provision for loan losses  represents  the charge against  current  earnings
necessary  to maintain  the reserve for loan losses at a level which  management
considers appropriate. This level is determined based upon the Bank's historical
charge-offs,   management's  assessment  of  current  economic  conditions,  the
composition  of the loan  portfolio and the levels of  nonaccruing  and past due
loans.  The provision for loan losses was  $1,100,000 for the three months ended
September  30,  2002  compared  to  $150,000  during  the same  period  in 2001.
Charge-offs  exceeded  recoveries  by  approximately  $10 thousand for the three
months ended  September  30, 2002.  During the three months ended  September 30,
2001,  recoveries  exceeded net charge-offs by approximately  $10 thousand.  The
reserve  for loan  losses as a percent of  outstanding  loans,  net of  unearned
income, was 1.41% at September 30, 2002, compared to 1.19% at year-end 2001.

Noninterest Income

Noninterest  income for the three months ended  September 30, 2002, was $448,941
compared to  $325,756  for the same  period of 2001,  an increase of 37.8%.  The
increase  was  primarily  due to an  increase in  customer  service  fees of $59
thousand.

Noninterest Expenses

Noninterest  expenses  for the three  months  ended  September  30,  2002,  were
$2,311,914 reflecting an 9.5% increase from the same period of 2001. The primary
components of  noninterest  expenses are salaries and employee  benefits,  which
increased $87 thousand for the three months ended September 30, 2002 compared to
the same period in 2001, caused by the offsetting  effects of an increase in the
deferral  of  employee  related  loan  origination  expenses  and  added  staff.
Occupancy  costs  increased  $100  thousand.  Both employee cost (other than the
deferred  portion) and occupancy  cost  increased due to the new branch  offices
opened during 2001and 2002.

Income Taxes

The provision for income taxes of $902,005 for the three months ended  September
30, 2002,  increased  $105 thousand  compared to the same period of 2001, due to
higher  taxable  earnings.  The effective tax rate for both periods is more than
the statutory federal rate principally because of state income taxes, net of the
federal tax benefit.


                                       16

<PAGE>

Nine months ended September 30, 2002 and 2001

Summary

Net  earnings  of the  Company for the nine months  ended  September  30,  2002,
totaled  $4,700,907  compared  to  $3,975,090  for  the  same  period  in  2001,
representing  an  18.3%  increase.  The  increase  was  due  principally  to the
after-tax  effect  of an  increase  in net  interest  income  of $2.42  million,
partially offset by an increase in the loan loss provision of $1.26 million.

Net Interest Income

Net interest  income of the Company  during the nine months ended  September 30,
2002 increased $2.42 million (20.1%) from the same period in 2001. This increase
was due  primarily to the increase in loan interest and fee income and decreased
deposit  interest  expense.  The increase loan interest was caused  primarily by
volume  increases  and the  decrease in deposit  interest  expense was caused by
lower rates paid on a higher volume of certificates of deposit.

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

Provision for Loan Losses

The provision for loan losses was $1,710,000 for the nine months ended September
30, 2002 and $450,000 for the comparable  period in 2001. Net recoveries  during
the nine months  ending  September  30,  2002  totaled $6  thousand.  During the
comparable  period during 2001 net  charge-offs  totaled $27 thousand.  As noted
previously,  the  increase  in the  provision  during 2002 was in response to an
increase in non-performing loans and due to loan portfolio growth since December
31, 2001.

Noninterest Income

Noninterest  income for the nine months ended September 30, 2002, was $1,472,255
compared to  $1,112,203  for the same period of 2001.  The  increase  was caused
primarily by an increase in charges for cash services to customers.

Noninterest Expenses

Noninterest  expenses for the nine months  ended  September  30,  2002,  totaled
$6,677,334  and  reflected a 6.7%  increase  from the same period of 2001.  Both
employee  costs  (before  deferral  of  loan  origination  salary  expense)  and
occupancy  expenses  increased due to a new branch  offices  opening in 2001 and
2002.

Income Taxes

The provision for income taxes of $2,824,385 for the nine months ended September
30,  2002  increased  $369  thousand  compared to the same period of 2001 due to
higher  earnings.  The effective tax rates of  approximately  37.5% for 2002 and
38.2% in 2001 were  higher  than the federal tax rate due to the effect of state
income tax, net of federal tax benefit.


                                       17

<PAGE>

Other Accounting Issues

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

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

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

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

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

                                       18

<PAGE>

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

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

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

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

In  January  2002,  the  Auditing  Standards  Board  issued  SAS No.  96,  Audit
Documentation.  This statement  supersedes SAS No. 41, Working Papers and amends
SAS No. 47,  Audit Risk and  Materiality  in  Conducting  an Audit,  SAS No. 56,
Analytical Procedures and SAS No. 59, The Auditor's Consideration of an Entity's
Ability to Continue as a Going Concern. This statement provides revised guidance
to the  independent  auditor as to the type,  purpose and  requirements of audit
documentation.  This SAS is  effective  for audits of financial  statements  for
periods beginning on or after May 15, 2002.


                                       19

<PAGE>

In June 2002,  the  Auditing  Standards  Board  issued SAS No. 97,  Amendment to
Statement on Auditing Standards No. 50, Reports on the Application of Accounting
Principles.  This  statement  prohibits an accountant  from  providing a written
report on the  application  of accounting  principles  not  involving  facts and
circumstances of a specific entity.

The impact of SAS No.  95,  SAS No. 96 and SAS 97 on the audit of the  Company's
consolidated  financial statements resulting from the issuance of these auditing
standards is not expected to be material.

In September  2002,  the  Auditing  Standards  Board issued SAS No. 98,  Omnibus
Statement  on  Auditing  Standards  - 2002.  This  statement  revises and amends
several previously issued Statements on Auditing Standards. The changes required
impose  enhanced  quality  controls  and  audit  considerations  on  a  firm  of
independent  auditors in the  conduct of their  audit of a  company's  financial
statements.  The additional  requirements  primarily  relate to more descriptive
guidance on the  application  of auditing  procedures,  the auditors  report and
related disclosures and supplementary  information.  Although the impact of this
statement may require  additional  auditor  procedures and  documentation in the
conduct of the audit of the Company's consolidated  financial statements,  it is
not  expected  to have a material  impact on the  overall  timing,  issuance  or
content of the Company's consolidated financial statements.

Recently Passed Legislation

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


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

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


                                       20

<PAGE>

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.

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

<TABLE>
<CAPTION>

                                                             Estimated Fair Value of Financial Instruments
                                                   ----------------------------------------------------------------
                                                       Down             Up              Down               Up
                                                     1 Percent       1 Percent        2 Percent         2 Percent
                                                   ------------    -------------    -------------    --------------
                                                                        Dollars in Thousands
Interest-earning Assets:
<S>                                                <C>             <C>              <C>              <C>
   Loans.........................................  $    392,771    $     383,250    $     397,063    $      378,695
   Federal funds sold............................         4,112            4,112            4,112             4,112
   Securities....................................        42,464           40,865           43,056            39,926
                                                   ------------    -------------    -------------    --------------
     Total Interest-earning Assets...............       439,347          428,227          444,231           422,733
                                                   ------------    -------------    -------------    --------------

Interest-bearing Liabilities
   Deposits - Savings and demand.................       113,645          109,733          115,602           107,776
   Deposits - Time...............................       207,903          204,307          209,702           202,508
   Other borrowings..............................        40,580           39,526           41,107            38,999
                                                   ------------    -------------    -------------    --------------
     Total Interest-bearing Liabilities..........       362,128          353,566          366,411           349,283
                                                   ------------    -------------    -------------    --------------

Net Difference in Fair Value.....................  $     77,219    $      74,661    $      77,820    $       73,450
                                                   ============    =============    =============    ==============

Change in Net Interest Income....................  $       (420)   $         392    $        (948)   $          775
                                                   ============    =============    =============    ==============
</TABLE>

                                       21

<PAGE>


Item 4.  Controls and Procedures

The Company's chief executive officer and chief financial officer have evaluated
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls and procedures (as defined in Exchange Act  Rule13a-14(c)) as of a date
within  90 days of the  filing  date of this  quarterly  report.  Based  on that
evaluation,  the chief  executive  officer  and  chief  financial  officer  have
concluded that the Company's disclosure controls and procedures are effective to
ensure that  material  information  relating  to the  Company and the  Company's
consolidated  subsidiaries is made known to such officers by others within these
entities,  particularly during the period this quarterly report was prepared, in
order to allow timely decisions regarding required disclosure.

There have not been any significant  changes in the Company's  internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.


                                       22

<PAGE>


PART II - Other Information

   Item 6 - Exhibits and Reports on Form 8-K
<TABLE>

<S>                                                       <C>                                              <C>
Exhibit No.                                               Exhibit                                          Page

(a)  Financial Statements, Financial Schedules and Exhibits.

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

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

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

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

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

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

10.3 Amended and Restated Trust Agreement among Florida Community Banks, Inc. as
     depositor,  Wilmington Trust Company as property trustee,  Wilmington Trust
     Company, as Delaware trustee,  and Stephen L. Price, and Thomas V. Ogletree
     as  administrators,  dated as of June 21, 2002 (included as Exhibit 10.3 to
     the  Company's  Form  10-Q  for  the  quarter  ended  June  30,  2002,  and
     incorporated herein by reference).

10.4 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).

10.5 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).

</TABLE>


                                       23

<PAGE>

<TABLE>
<S>                                                       <C>                                              <C>
Exhibit No.                                               Exhibit                                          Page

10.6 Term Loan Agreement  between Florida  Community Banks, Inc. and The Bankers
     Bank,  Atlanta,  Georgia,  dated June 13, 2002 (included as Exhibit 10.6 to
     the  Company's  Form  10-Q  for  the  quarter  ended  June  30,  2002,  and
     incorporated herein by reference).

11   Statement of computation of earnings per common share                                                  25

(b)  Reports on Form 8-K

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

99.1 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                                   26

99.2 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                                   27

</TABLE>



             [The remainder of this page intentionally left blank.]


                                       24

<PAGE>


Exhibit 11 - Statements Re: Computation of Per Share Earnings


                          FLORIDA COMMUNITY BANKS, INC.

                    COMPUTATION OF EARNINGS PER COMMON SHARE



The following  tabulation presents the calculation of basic and diluted earnings
per common share for the three-month  and six-month  periods ended September 30,
2002 and 2001. Average shares outstanding have been retroactively adjusted on an
equivalent  share  basis for the  effects of the stock  dividends  and splits as
discussed in the notes to the financial statements.

<TABLE>
<CAPTION>

                                                                Three Months                   Nine Months
                                                             Ended September 30,           Ended September 30,
                                                     ------------------------------   -----------------------------
                                                          2002            2001             2002           2001
                                                     -------------    -------------   -------------  --------------

Basic Earnings Per Share:
<S>                                                  <C>              <C>             <C>            <C>
   Net income....................................    $   1,488,217    $   1,186,166   $   4,700,907  $    3,975,090
                                                     =============    =============   =============  ==============

   Earnings on common shares.....................    $   1,488,217    $   1,186,166   $   4,700,907  $    3,975,090
                                                     =============    =============   =============  ==============

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

   Basic earnings per common share...............    $        0.57    $        0.46   $        1.81  $         1.53
                                                     =============    =============   =============  ==============

Diluted Earnings Per Share:
   Net income....................................    $   1,488,217    $   1,186,166   $   4,700,907  $    3,975,090
                                                     =============    =============   =============  ==============

   Weighted average common shares
     outstanding - diluted.......................        2,631,120        2,602,764       2,610,696       2,602,764
                                                     =============    =============   =============  ==============

   Diluted earnings per common share.............    $        0.57    $        0.46   $        1.80  $         1.53
                                                     =============    =============   =============  ==============
</TABLE>


                                       25

<PAGE>

Exhibit 99.1




                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, 2002  ("Report"),  each of the
undersigned certify that:

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

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




Date:   November 7, 2002                By:/s/ Stephen L. Price
                                           -------------------------------------
                                           Stephen L. Price
                                           President and Chief Executive Officer


                                       26

<PAGE>

Exhibit 99.2



                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, 2002  ("Report"),  each of the
undersigned certify that:

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

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




Date:   November 7, 2002                  By:/s/ Thomas V. Ogletree
                                             -----------------------------------
                                             Thomas V. Ogletree
                                             Chief Financial Officer


                                       27

<PAGE>


                                   SIGNATURES




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


                           FLORIDA COMMUNITY BANKS, INC.



   By:  /s/ Stephen L. Price                              November 7, 2002
      -------------------------------------          ---------------------------
      Stephen L. Price                               Date
      President and Chief Executive Officer




        /s/ Thomas V. Ogletree                            November 7, 2002
      --------------------------------------         ---------------------------
      Thomas V. Ogletree                             Date
      Chief Financial Officer


                                       28

<PAGE>


CERTIFICATIONS


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  quarterly  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 quarterly 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
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 7, 2002

/s/    Stephen L. Price
-----------------------
Stephen L. Price
Chief Executive Officer

                                       29

<PAGE>


CERTIFICATIONS


I, Thomas V. Ogletree, certify that:

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

2.   Based on my knowledge,  this  quarterly  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 quarterly 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
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  November 7, 2002

/s/    Thomas V. Ogletree
-------------------------
Thomas V. Ogletree
Chief Executive Officer


                                       30