SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   For the Fiscal Year Ended December 31, 2001

                          Commission File No. 000-33351

                                FPB BANCORP, INC.

       A Florida Corporation (IRS Employer Identification No. 65-1147861)
                        1301 SE Port St. Lucie Boulevard
                            Port St. Lucie, FL 34952
                                 (561) 398-1388

             Securities Registered Pursuant to Section 12(b) of the
                        Securities Exchange Act of 1934:

                                      NONE

             Securities Registered Pursuant to Section 12(g) of the
                        Securities Exchange Act of 1934:

                          Common Stock, $0.01 Par Value
                                (Title of Class)

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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-KSB. ____

The issuer's revenues for its most recent fiscal year were $2,733,000.

There is no established  trading market for the registrant's  capital stock. The
aggregate  market value of the stock held by  nonaffiliates of the registrant at
March 15, 2002 was  $3,847,130,  based on a per share price of $10.00,  which is
the price such stock was sold by registrant's predecessors or corporation in its
initial  public  offering.  Although  directors  and  executive  officers of the
registrant  were assumed to be  "affiliates"  of the  registrant for purposes of
this calculation, the classification is not to be interpreted as an admission of
such status.

At March 15, 2002,  there were 489,410 shares of the  Registrant's  Common Stock
outstanding.

Transitional Small Business Disclosure Format (check one):  Yes ____  No X

Documents Incorporated by Reference

Portions of the  registrant's  definitive  Proxy  Statement  for the 2002 Annual
Meeting of Shareholders and its 2001 Annual Report are incorporated by reference
into Part III of this report.

<PAGE>



                                FPB BANCORP, INC.
                         2001 Form 10-KSB Annual Report

<TABLE>

                                TABLE OF CONTENTS



    Item Number                                                                                         Page or
  in Form 10-KSB      Description                                                                       Location
  --------------      -----------                                                                       --------

   <S>                <C>                                                                                    <C>
   Item 1.            Business...............................................................................2
   Item 2.            Properties............................................................................15
   Item 3.            Legal Proceedings.....................................................................15
   Item 4             Submission of Matters to a Vote of Security Holders...................................15
   Item 5.            Market for the Registrant's Common Equity and Related
                      Shareholder Matters...................................................................15
   Item 6.            Management's Discussion and Analysis of Financial
                      Condition and Results of Operations...................................................15
   Item 7.            Financial Statements..................................................................16
   Item 8.            Changes in and Disagreements with Accountants on Accounting
                      and Financial Disclosure..............................................................16
   Item 9.            Directors, Executive Officers, Promoters and Control Persons;
                      Compliance with Section 16(a) of the Exchange Act.....................................16
   Item 10.           Executive Compensation................................................................16
   Item 11.           Security Ownership of Certain Beneficial Owners and Management........................16
   Item 12.           Certain Relationships and Related Transactions........................................16
   Item 13.           Exhibits and Reports on Form 8-K......................................................16
                      Signatures............................................................................18
</TABLE>







<PAGE>


                                     PART I

Forward-Looking Statements

This  report  contains  certain  "forward-looking"  statements,  as such term is
defined  in the  Private  Securities  Litigations  Reform  Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, which
represent the Company's expectations or beliefs,  including, but not limited to,
statements concerning the Company's operations, economic performance,  financial
condition, growth and acquisition strategies,  investments and future operations
plans. For this purpose,  any statement contained herein that are not statements
of  historical  fact may be deemed  to be  forward-looking  statements.  Without
limiting the generality of the foregoing, words such as "may," "will," "expect,"
"relieve,"  "anticipate," "intent," "could," "estimate," "might" or continue" or
the negative or other variations thereof or comparable terminology, are intended
to identify forward-looking statements. These statements by their nature involve
substantial  risks and  uncertainties,  certain of which are beyond our control,
and actual  results may differ  materially,  depending on a variety of important
factors,   including   uncertainty   related  to  our  operations,   mergers  or
acquisitions,  governmental regulation,  the value of these assets and any other
factors  discussed in this and other  company  filings with the  Securities  and
Exchange Commission.

ITEM 1.  BUSINESS

FPB Bancorp, Inc.

     FPB  Bancorp,  Inc.  ("FPB") was  incorporated  on  September  5, 2001.  On
December 3, 2001, it acquired all of the issued and  outstanding  stock of First
Peoples Bank ("Bank") in a one-for-one share exchange.  As of December 31, 2001,
we had total assets of $41.7 million,  total deposits of $34.0 million and total
stockholders' equity of $4.1 million. Net losses for the year ended December 31,
2001,  totaled $49,000 or $0.10 per basic and diluted share.  The loan portfolio
totaled $32.2  million,  of which 70.2%  consisted of commercial  and commercial
real estate loans,  3.8%  consisted of  residential  mortgage  loans,  and 26.0%
consisted of consumer loans.

First Peoples Bank

     First Peoples Bank commenced banking operations in Port St. Lucie, Florida,
on April 27, 1999, as a state-chartered commercial bank. Our primary business is
attracting  deposits from the general public and using those deposits,  together
with borrowings and other funds, to originate loans and purchase securities.

     We offer a broad range of retail and commercial banking services, including
various types of deposit  accounts and loans for businesses  and consumers.  The
primary source of business is customer referrals.  As part of our community bank
approach,   officers  are  encouraged  to  actively   participate  in  community
activities and organizations.

Operating and Business Strategy

     Our goal is to  become  one of the  leading  community  banks in St.  Lucie
County.  We expect to accomplish our goal through  steady and reasonable  growth
and a prudent operating  strategy.  We intend to grow internally by establishing
branch offices in our immediate market area.



                                       2
<PAGE>

     Our operating and business strategy emphasizes:

         o  providing  a  select  range  of  highly  personalized  products  and
            services;

         o local management and local decision making;

         o maintaining a professional staff of officers and employees;

         o growing and expanding our presence in St. Lucie County;

         o developing  commercial loan  relationships  with small to medium-size
           businesses located in our market;

         o emphasizing  mortgage  banking  activities by continuing to originate
           residential mortgage loans for our customers; and

         o maintaining a high credit quality.

     Personalized   Products  and  Service.  We  strive  to  provide  innovative
     financial  products,  high service levels and to maintain  strong  customer
     relationships.  We seek  customers  who prefer to conduct  business  with a
     locally owned and managed institution.

     Local  Management and Community Focus. We approach banking with a community
     focus,  emphasizing  local management and local  decision-making.  Our main
     office is  located in one of the  primary  business  districts  of Port St.
     Lucie on Port St.  Lucie  Boulevard.  Most of the  executive  officers  and
     directors  are  long-time  residents  of the Port St.  Lucie area,  and all
     management decisions are made in Port St. Lucie.

     Dedicated  Employees.  We believe that the key to our success lies with our
     employees,  because it is through our employees that FPB is able to provide
     our banking  customers with a very high level of service and attention.  To
     this end,  we seek to hire well  qualified  banking  professionals  who are
     committed to providing a superior level of banking  service and are willing
     to accept a significant degree of responsibility.  Each employee focuses on
     the  individual  customer's  needs and  strives  to  deliver  the  specific
     products  and  services  that are best  suited to  achieve  the  customer's
     financial goals.

     Internal Growth and Branch  Expansion.  FPB has grown to over $41.7 million
     in assets since its inception a little over two years ago.  Included in our
     plans  for the next  year is the  establishment  of a  full-service  branch
     office in the Ft.  Pierce area.  Plans have not been  finalized,  but it is
     expected that the branch will have four teller windows, a night depository,
     three drive-through  windows and an ATM. Before we begin  construction,  we
     will have to obtain regulatory approval for the branch. Regulatory approval
     will likely be  dependent  on our ability to sell a  significant  number of
     shares in this offering.

     Develop Commercial Loan  Relationships.  Since our inception,  we have been
     gradually  building our loan portfolio mix by purchasing,  originating  and
     retaining  commercial  and  commercial  real estate loans.  We believe that
     large regional and out-of-state financial institutions, which have acquired
     several local banks, have shifted the focus of the acquired banks away from
     lending to small and medium-sized business. As part of our lending efforts,
     we have been  developing,  within our market,  strong  commercial  loan and
     deposit  relationships with small to medium-sized  businesses which tend to
     value personalized service and attention to their specific borrowing needs.
     Timely  decisions and prompt,  courteous  service is very  important and we
     believe will foster long-term, quality loan and deposit relationships.



                                       3
<PAGE>


     Residential  Loans.  In order to be a full service bank, we actively engage
     in  residential  lending  activities  which  includes  the  origination  of
     residential  mortgage  loans.  Our  strategy  is to  sell,  to  the  extent
     practical,  all of our fixed- rate residential  mortgage loan  originations
     and a portion of our  adjustable-rate  loans. The sale of mortgage loans in
     the secondary market provides  additional non- interest  income,  including
     mortgage loan origination fees and gains on the sale of mortgage loans.

     Maintain  Strong  Credit  Quality.  We place a great  deal of  emphasis  on
     maintaining strong asset quality.  The asset quality we are experiencing to
     date  is  principally  due  to  our  strict  underwriting   criteria,   the
     relationship  of our senior  officers and  directors to our  customers  and
     their knowledge of the demographics of our local community.

Primary Market Area

     FPB is the only  financial  institution  headquartered  in Port St.  Lucie,
Florida.  Our extended  geographic  market also  encompasses  three  neighboring
cities, Stuart, St. Lucie West and Ft. Pierce, Florida. These cities are located
in southern  St.  Lucie,  northeast  Martin,  central St. Lucie and northern St.
Lucie Counties,  respectively.  These counties have a total combined  year-round
adult  population  of  approximately  305,000;  during  the  winter  season  the
population  increases by approximately 20%. From 1990 to 2000, the population of
St. Lucie County grew at a compound annual rate of 21.7%.

     Land development in the market area is primarily  residential in nature and
large tracts of land remain  available for residential  development.  The market
area  is  well  connected  to  and  easily  accessible  from  other  east  coast
communities  and is served by  Amtrak  train  service,  Florida's  Turnpike  and
Interstate 95.

     Among the major employers  located in St. Lucie County are St. Lucie County
Public Schools and Lawnwood Regional Medical Center. Other significant employers
in the area include,  St. Lucie County,  Florida Power & Light,  Wal-Mart,  Winn
Dixie, Indian River Community College and QVC Distribution and Telecommunication
Center.  The market area and St.  Lucie  County in general,  have below  average
unemployment rates, compared to other communities in the state.

Competition

     Competition for deposits and loans is intense among financial  institutions
in Florida and particularly in areas of high population  concentrations  such as
St.  Lucie  County.  Our  competitors  include  institutions,  such as Riverside
National Bank of Florida, Bank of America,  SunTrust, First Union/Wachovia Bank,
First  National Bank and Trust of the Treasure  Coast,  Harbor  Federal  Savings
Bank,  other  commercial  banks,  savings banks,  and credit unions.  Additional
competition for deposits comes from government  securities,  money-market funds,
mutual fund and  securities  brokerage  firms.  Many of these  competitors  have
substantially  greater resources,  higher lending limits, larger branch networks
and are able to offer a  broader  range of  products  and  services  than we can
offer.

     The primary factors in competing for deposits are interest rates, the range
of  financial  services  offered,  convenience  of  office  locations,  and  the
flexibility of office hours.  The primary factors in competing for loans include
interest rates, loan fees, flexible terms, and timely loan decisions. We compete
for deposits by offering a variety of deposit  programs  geared to our potential
customers. By developing strong ties in the local community and providing a high
quality of personal banking services to families, professionals,  retirees,  and


                                       4
<PAGE>

owner-operated  businesses with an emphasis on flexibility and timely  responses
to customer  demands we believe that we can  successfully  compete in our market
for deposits.

     With respect to loans, we have targeted small to medium-sized businesses as
our customer base, while the large out-of-state  financial  institutions,  which
have acquired  several local banks,  continue to shift the focus of the acquired
banks away from these  business  opportunities.  FPB also  originates  and sells
residential loans by offering various  adjustable-rate  and fixed-rate  mortgage
loan products.

     Geographic  deregulation  has also had a material  impact on the  financial
industry.  Federally-chartered  savings  institutions  have  interstate  banking
authority.  As for commercial  banks, to date, all but three states have enacted
some form of interstate banking legislation.  The most common form of interstate
banking statutes have either regional limitations or reciprocity requirements. A
growing number of states,  however,  now provide for unrestricted  entry. A bank
holding  company is now permitted to acquire  existing  banks across state lines
and may consolidate its interstate subsidiary banks into branches and merge with
a bank in another state,  depending upon state laws. Florida has removed most of
the final barriers to interstate banking.

Loan Activities

     General.  Our primary business emphasis is on making  commercial  business,
commercial real estate and consumer loans. As of December 31, 2001, the net loan
portfolio totaled $32.2 million, or 77.2% of total assets.

     Loan  Underwriting.  Loan activities are subject to underwriting  standards
and  loan  origination  procedures  prescribed  by the  board of  directors  and
management.  Loan applications are obtained to determine the borrower's  ability
to repay,  and the more  significant  items on these  applications  are verified
through the use of credit reports,  financial statements and confirmations.  Our
loan  policy  for real  estate  loans  generally  requires  that  collateral  be
appraised  by an  independent,  outside  appraiser  approved  by  the  board  of
directors.

     Loans are approved at various  management  levels up to and  including  the
board of directors, depending on the amount of the loan. Loan approvals are made
in  accordance  with  delegated  authority  approved by the board of  directors.
Generally loans less than $50,000 are approved by certain  authorized  officers.
The President has  individual  loan authority up to $100,000.  Generally,  loans
over $100,000 require approval by the board of directors.

     General Loan Policies.  For real estate loans our policy is to have a valid
mortgage  lien on real  estate  securing a loan and to obtain a title  insurance
policy, which insures the validity and priority of the lien. Borrowers must also
obtain hazard insurance policies prior to closing, and when the property is in a
flood prone area,  flood  insurance  is  required.  Most real estate  loans also
require the borrower to advance  funds on a monthly  basis,  together  with each
payment of  principal  and  interest,  to a mortgage  escrow  account from which
disbursements  are  made  for  items  such as real  estate  taxes  and  property
insurance.

     We are  permitted  to lend up to 100% of the  appraised  value  of the real
property  securing a mortgage loan.  However,  if the amount of a  conventional,
residential  loan (including a construction  loan or a combination  construction
and permanent loan) originated or refinanced  exceeds 80% of the appraised value
or of the purchase  price,  whichever  is less,  the Bank is required by federal
regulations  to  obtain  private  mortgage  insurance  on  that  portion  of the



                                       5
<PAGE>

principal  amount of the loan that exceeds 80% of the value of the property.  We
will  originate  single-family  residential  mortgage  loans  with  up  to a 90%
loan-to-value  ratio if the  required  private  mortgage  insurance is obtained.
Loans over 90%  loan-to-value  ratio are  limited to special  community  support
programs or one of the FHA,  VA, or Farmers  Home  Administration  guarantee  or
insurance  programs.  The loan-to-value ratio on a home secured by a junior lien
generally does not exceed 85%,  including the amount of the first  mortgage,  of
the  collateral.  With  respect  to  home  loans  granted  for  construction  or
combination  construction/permanent  financing,  the Bank will lend up to 80% of
the  appraised  value  of  the  property  on  an  "as  completed"   basis.   The
loan-to-value ratio on multi-family residential and commercial real estate loans
is generally limited to 75% of value.  Consumer loans are considered to be loans
to natural persons for personal,  family or household purposes,  and these loans
may be  unsecured,  secured  by  personal  property  or secured by liens on real
estate which, when aggregated with prior liens,  equals or exceeds the appraised
value of the collateral property.

     The maximum amount which the Bank could have loaned to one borrower and the
borrower's  related  entities as of December 31, 2001,  was  approximately  $1.0
million.  Our largest loan to a single  borrower is a $1,180,000 loan secured by
commercial real estate and business assets, which was made prior to December 31,
2001.

     Interest  rates charged on loans are affected  principally  by  competitive
factors, the demand for such loans and the supply of funds available for lending
purposes.  These factors are, in turn, affected by general economic  conditions,
monetary  policies  of the federal  government,  including  the Federal  Reserve
Board, legislative tax policies and government budgetary matters.

     Commercial  Real Estate  Loans.  Commercial  real estate  loans are secured
primarily by office, medical and retail business properties located in St. Lucie
and Martin counties.  These types of loans amounted to $11.2 million or 34.4% of
the total loan portfolio as of December 31, 2001.  Commercial  real estate loans
may be  amortized  for up to 25  years,  but  frequently  mature in three to six
years.  The Bank generally does not offer  fixed-rate  commercial real estate or
multi-family real estate loans.

     Commercial  and  multi-family  real  estate  loans  are  originated  with a
loan-to-value  ratio  generally not exceeding 75%. Loans secured by this type of
collateral will continue to be a part of our future loan program. Commercial and
multi-family real estate loans are generally larger and involve a greater degree
of risk than  residential  mortgage loans.  Because payments on loans secured by
commercial  property  depend to a large  degree on  results  of  operations  and
management  of the  properties,  repayment  of such  loans may be  subject  to a
greater  extent to adverse  conditions in the real estate market or the economy.
At December 31, 2001, the largest  commercial real estate loan was approximately
$900,000 secured by property located in St. Lucie County,  Florida.  The largest
multi-family  real estate  loan was  $676,000.  It is secured by 20  condominium
units in Riviera Beach, Florida. Both loans are current.

     Commercial Loans.  Commercial loans are business loans that are not secured
by real  estate and are  dependent  on  business  cash flows for  repayment.  At
December 31, 2001, the largest  commercial loan was $900,000 secured by accounts
receivable,  inventory  and  equipment.  While the Bank has made Small  Business
Administration  loans, we generally will underwrite commercial loans for our own
portfolio  utilizing  other sources of  collateral  and a maximum of 70% loan to
value. As of December 31, 2001, FPB had $11.7 million in commercial loans, which
was 35.8% of the total loan portfolio.

     Residential  Loans. The Bank currently  originates  fixed-rate  residential
mortgage  loans and ARM loans for terms of up to 30 years.  As of  December  31,
2001, $1.2 million or 3.8% of the total loan portfolio  consisted of one-to-four
family  residential  real  estate  loans.  As of such date,  approximately  $629
million, or 52% of these loans were ARM loans.

                                       6
<PAGE>


     The  residential ARM loans currently being offered have interest rates that
are fixed for a period of one,  three or five years and then  after the  initial
period the interest  rate is adjusted  annually  based upon an index such as the
yield on treasury  securities  adjusted to a one-year  maturity,  plus a margin.
Most of our ARM  loans  limit the  amount of any  increase  or  decrease  in the
interest  rate at each  adjustment  and  over  the  life  of the  loan.  Typical
limitations  are 2% for each  adjustment with a limit of 6% over the life of the
loan.  The Bank may offer ARM  loans  with  different  annual  and  life-of-loan
interest change limits,  shorter or longer adjustment periods and different base
indices as may be appropriate to meet market demands,  portfolio  needs, and our
interest-rate  risk management goals. While the initial rate on ARM loans may be
below a fully  indexed  rate,  the  loan is  always  underwritten  based  on the
borrower's  ability to pay at the  interest  rate which would be in effect after
adjustment of the loan. Some ARM loans include features that allow the borrower,
under  special  conditions,  to  convert  the  loan to a fixed  rate at the then
prevailing market rates.

     ARM loans reduce our risks of changes in interest rates,  but involve other
risk  because as interest  rates  increase,  the  borrower's  required  payments
increase,  thus  increasing  the  potential for default.  Marketability  of real
estate loans is also affected by the level of interest rates.

     Our fixed rate home loans are  originated for 30-year  amortization  terms.
Borrowers  requesting a term of 15 years or less are usually granted an interest
rate slightly lower than is offered for a 30-year  amortizing  loan. These loans
are originated in compliance with documentation and underwriting standards which
permit their sale in the secondary  market to  institutional  investors  such as
Fannie Mae. Fixed-rate home loans include a "due on sale" clause, which provides
us with the contractual right to declare the loan immediately due and payable in
the event the borrower transfers  ownership of the property without our consent.
The "due on sale"  provision  is  generally  enforced.  We sell all fixed  rate,
30-year home loans in the secondary  market.  No such loans are held in our loan
portfolio.

     Consumer Loans.  The Bank makes various types of consumer loans,  including
automobile and boat loans,  but primarily home equity loans.  Consumer loans are
originated in order to provide a range of financial services to customers and to
create  stronger ties to its customers and because the shorter term and normally
higher  interest  rates on such loans help maintain a profitable  spread between
our  average  loan  yield and its cost of funds.  The  terms of  consumer  loans
generally  range from one to five years.  Underwriting  standards  for  consumer
loans include an assessment of the applicant's  repayment history on other debts
and ability to meet  existing  obligations  and payments on the proposed  loans.
Although  the  applicant's  creditworthiness  is a  primary  consideration,  the
underwriting process also includes a comparison of the value of the security, if
any, to the proposed loan amount.  Consumer loans generally  involve more credit
risks than mortgage  loans  because of the type and nature of the  collateral or
absence of collateral.  Consumer loan repayments are dependent on the borrower's
continuing financial  stability,  and are likely to be adversely affected by job
loss, divorce and illness.  Furthermore,  the application of various federal and
state laws,  including  federal and state  bankruptcy and  insolvency  laws, may
limit the amount  which can be  recovered  on such  loans.  In most  cases,  any
repossessed  collateral  will not provide an adequate source of repayment of the
outstanding loan balance. Our belief is that the yields earned on consumer loans
are commensurate with the credit risk associated with such loans and, therefore,
we intend to continue to increase our investment in these types of loans.  As of
December 31, 2001,  consumer  loans  amounted to $8.5  million,  or 26.0% of the
total loan portfolio.

     Income  from  Loan  Activities.  Fees are  earned in  connection  with loan
commitments and  originations,  loan  modifications,  late payments,  changes of
property ownership and for miscellaneous services related to loans.  Income from
these activities  varies from period to period with the volume and type of loans
originated,  sold and  purchased,  which in turn is  dependent  upon  prevailing
interest  rates and their effect on the demand for loans in our primary  service
area.

                                       7
<PAGE>

     Loan fees typically are charged at the time of loan  origination and may be
a flat fee or a percentage of the amount of the loan.  Under current  accounting
standards the total amount of such fees cannot typically be recognized as income
immediately,  rather a portion of the fees are  deferred  and taken into  income
over the contractual life of the loan, using a level yield method.  If loans are
prepaid or  refinanced,  all remaining  deferred fees with respect to such loans
are taken into income at that time.

     Nonperforming  Loans and Real Estate Owned. When a borrower fails to make a
required  payment on a loan, our loan officers attempt to collect the payment by
contacting the borrower. If a payment on a loan has not been received by the end
of a grace period (usually 10 days from the payment due date),  notices are sent
at  that  time,  with  follow-up  contacts  made  thereafter.   In  most  cases,
delinquencies are cured promptly.  If the delinquency exceeds 29 days and is not
cured through normal collection procedures,  more formal measures are instituted
to remedy the default, including the commencement of foreclosure proceedings. We
will then  attempt to  negotiate  with the  delinquent  borrower to  establish a
satisfactory payment schedule.

     A loan is  generally  placed  on  nonaccrual  status  and  ceases  accruing
interest when loan payment performance is deemed unsatisfactory.  All loans past
due 90 days, however,  are placed on nonaccrual status,  unless the loan is both
well  collateralized  and in the process of collection.  Cash payments  received
while  a loan is  classified  as  nonaccrual  are  recorded  as a  reduction  of
principal as long as doubt exists as to collection.

     If  foreclosure  is  required,  when  completed,  the property is sold at a
public auction in which the Bank will generally  participate as a bidder.  If we
are the successful bidder, the acquired real estate property is then included in
the other real estate owned "OREO"  account  until it is sold.  We are permitted
under  federal  regulations  to finance  sales of real estate owned by "loans to
facilitate,"  which may involve  more  favorable  interest  rates and terms than
generally would be granted under normal underwriting guidelines.

     At December 31,  2001,  we had no accruing  loans which were  contractually
past due 90 days or more and no troubled debt restructuring.

Asset Classification

     Commercial banks are required to review and when appropriate classify their
assets on a regular  basis.  FDIC and state banking  examiners have authority to
identify  problem  assets and, if  appropriate,  require them to be  classified.
There are three  classifications for problem assets:  "substandard,"  "doubtful"
and "loss."  Substandard  assets  have one or more  defined  weaknesses  and are
characterized  by the distinct  possibility  that the insured  institution  will
sustain some loss if the  deficiencies  are not corrected.  Doubtful assets have
the weaknesses of substandard assets with the additional characteristic that the
weaknesses  make  collection  or  liquidation  in full on the basis of currently
existing  facts,  conditions  and  values  questionable,  and  there  is a  high
possibility of loss. An asset classified as loss is considered uncollectible and
of such little  value that  continuance  as an asset of the  institution  is not
warranted.  If an asset or portion  thereof is classified  as loss,  the insured
institution  establishes  specific allowance for loan losses for the full amount
of the portion of the asset classified as loss. All or a portion of general loan
loss  allowances   established  to  cover  possible  losses  related  to  assets
classified   substandard   or  doubtful  may  be  included  in   determining  an
institution's  regulatory capital,  while specific valuation allowances for loan
losses  generally  do not  qualify as  regulatory  capital.  Assets  that do not
warrant  classification  in  one  of  the aforementioned categories, but possess
weaknesses,  are  classified as special  mention and are closely  monitored.  At
December 31, 2001, we had no loans classified as substandard, doubtful, or loss.



                                       8
<PAGE>



Provision for Losses on Loans

     The provision for loan losses is  established  through a provision for loan
losses charged against  income.  Loans are charged against the provision when we
believe that the  collectibility of the principal is unlikely.  The provision is
an estimated  amount that we believe will be adequate to absorb losses  inherent
in  the  loan  portfolio  based  on  evaluations  of  its  collectibility.   The
evaluations  take into  consideration  such factors as changes in the nature and
volume of the portfolio,  overall portfolio quality,  specific problem loans and
commitments,  and current  anticipated  economic  conditions that may affect the
borrower's  ability  to pay.  While we use our  best  information  available  to
recognize  losses on loans,  future  additions to the provision may be necessary
based on changes in economic  conditions.  At December 31, 2001,  we had a total
allowance for loan losses of approximately  $359,000 representing 1.10% of total
loans.

Personnel

     As of December 31, 2001, we had 17 full-time  employees and seven part-time
employees. The employees are not represented by any collective bargaining group.
We believe our relations with our employees to be good.

     Employees are covered by a  comprehensive  employee  benefit  program which
provides for, among other benefits, hospitalization and major medical insurance,
long-term disability insurance,  life insurance, and education assistance.  Such
employee benefits are considered by management to be generally  competitive with
employee  benefits  provided by other major  employers in our geographic  market
area.


                           REGULATION AND SUPERVISION

General

     FPB is subject to an extensive  body of state and federal  banking laws and
regulations which impose specific requirements and restrictions on virtually all
aspects of our  operations.  We are also affected by government  monetary policy
and by  regulatory  measures  affecting  the banking  industry  in general.  The
actions of the Federal  Reserve  affect the money  supply,  and in general,  the
lending   abilities  of  banks  by  increasing  or  decreasing   the  costs  and
availability of funds to the banks. Additionally,  the Federal Reserve regulates
the  availability  of  bank  credit  in  order  to  combat  recession  and  curb
inflationary pressures in the economy by open market operations in United States
government  securities,  changes in the discount  rate on bank  borrowings,  and
changes in the reserve requirements against bank deposits.

     The  following  is a  brief  summary  of some of the  statutes,  rules  and
regulations  which  affect our  operations.  This  summary is  qualified  in its
entirety by reference to the  particular  statutory  and  regulatory  provisions
referred to below and is not  intended to be an  exhaustive  description  of the
statutes or  regulations  applicable to our  business.  Any change in applicable
laws or  regulations  may have a material  adverse  effect on the  business  and
prospects of our subsidiary bank.

FPB Bancorp, Inc.

     FPB is a bank  holding  company  within  the  meaning of the  Federal  Bank
Holding Company Act of 1956. As such, we are required to file annual reports and
other   information   regarding  our  business   operations  and  those  of  our
subsidiaries.  We are  also  subject  to the  supervision  of,  and to  periodic
inspections by, the Federal Reserve.


                                       9
<PAGE>

     The Bank Holding  Company Act requires every bank holding company to obtain
the prior approval of the Federal Reserve before:

         o    acquiring all or substantially all of the assets of a bank;

         o    acquiring direct or indirect  ownership or control of more than 5%
              of the voting shares of any bank; or

         o    merging or consolidating with another bank holding company.

     Except as authorized by the  Gramm-Leach-Bliley Act of 1999, a bank holding
company  is  generally  prohibited  from  engaging  in, or  acquiring  direct or
indirect  control of more than 5% of the voting shares of any company engaged in
any  business  other than the  business of banking or managing  and  controlling
banks.  Some of the activities the Federal  Reserve has determined by regulation
to be proper incidents to the business of banking, and thus permissible for bank
holding companies, include:

         o    making or servicing loans and certain types of leases;

         o    engaging in certain insurance and discount brokerage activities;

         o    performing certain data processing services;

         o    acting in certain  circumstances  as a fiduciary or  investment or
              financial advisor;

         o    owning savings associations; and

         o    making  investments in corporations or projects designed primarily
              to promote community welfare.

     Generally,  bank holding companies are required to obtain prior approval of
the Federal Reserve to engage in any new activity not previously approved by the
Federal  Reserve.  Despite prior approval,  the Federal Reserve may order a bank
holding  company or its  subsidiaries  to terminate any activity or to terminate
its  ownership  or  control  of any  subsidiary  when the  Federal  Reserve  has
reasonable  cause to believe  that the holding  company's  continued  ownership,
activity  or  control  constitutes  a  serious  risk  to the  financial  safety,
soundness or stability of any of its bank subsidiaries.

     The Bank  Holding  Company Act and the Federal  Change in Bank Control Act,
together with  regulations  promulgated  by the Federal  Reserve,  require that,
depending on the particular circumstances, either the Federal Reserve's approval
must be  obtained  or notice must be  furnished  to the Federal  Reserve and not
disapproved  prior to any person or company  acquiring control of a bank holding
company,  such as FPB,  subject to certain  exemptions.  Control is conclusively
presumed  to exist when an  individual  or company  acquires  25% or more of any
class of voting  securities of the bank holding  company.  Control is rebuttably
presumed to exist if a person  acquires  10% or more,  but less than 25%, of any
class of voting  securities  and either the bank holding  company has registered
securities  under Section 12 of the Securities  Exchange Act of 1934 or no other
person owns a greater percentage of that class of voting securities  immediately
after the transaction.

     The  Federal   Reserve,   pursuant  to  regulation  and  published   policy
statements, has maintained that a bank holding company must serve as a source of
financial strength to its subsidiary banks. In adhering to the Federal Reserve's
policy, we may be required to provide financial support to one of our subsidiary
banks at a time when, absent such Federal Reserve policy, it might not be deemed
advisable to provide such  assistance.  Under the Bank Holding  Company Act, the
Federal Reserve may also require a bank holding company to terminateany activity
or relinquish control of a non-bank subsidiary, other than a non-bank subsidiary
of a bank, upon the Federal Reserve's determination that the activity or control
constitutes  a serious  risk to the  financial  soundness  or  stability  of any
subsidiary depository institution of the bank holding company.  Further, federal
bank regulatory authorities have additional discretion to require a bank holding

                                       10
<PAGE>

company  to  divest  itself of any bank or  non-bank  subsidiary  if the  agency
determines  that  divestiture  may aid the  depository  institution's  financial
condition.

First Peoples Bank

     As a state  chartered bank we are subject to the supervision of the Florida
Department of Banking and Finance and the FDIC.  Our deposits are insured by the
FDIC for a maximum of $100,000 per depositor. For this protection, we must pay a
semi-annual  statutory  assessment and comply with the rules and  regulations of
the FDIC.  Areas  regulated  and  monitored by the bank  regulatory  authorities
include:

         o    security devices and procedures;
         o    adequacy of capitalization and loss reserves;
         o    loans;
         o    investments;
         o    borrowing;
         o    deposits;
         o    mergers;
         o    issuances of securities;
         o    payment of dividends;
         o    interest rates payable on deposits;
         o    interest rates or fees chargeable on loans;
         o    establishment of branches;
         o    corporate reorganizations;
         o    maintenance of books and records; and
         o    adequacy of staff  training to carry out safe  lending and deposit
              gathering practices.


     In addition,  subsidiary  banks are generally  prohibited  from engaging in
tie-in  arrangements in connection with any extension of credit, or the offer of
any property or service.  Banks are also subject to  requirements  regarding the
eligibility and qualifications of their officers and directors.

Capital Adequacy Requirements

     Banks are subject to regulatory capital requirements imposed by the Federal
Reserve and the FDIC.  Until a bank and its holding  company's assets reach $150
million,  the capital  adequacy  guidelines  issued by the  Federal  Reserve are
applied to bank  holding  companies  on a non-  consolidated  basis.  The FDIC's
risk-based  capital  guidelines apply directly to insured state banks regardless
of  whether  they  are  subsidiaries  of  a  bank  holding  company.   The  FDIC
requirements provide that banking organizations must have capital (as defined in
the rules) equivalent to 10% of risk-weighted  assets. The risk weights assigned
to assets are based primarily on credit risks. Depending upon the riskiness of a
particular  asset,  it is assigned to a risk category.  For example,  securities
with an unconditional  guarantee by the United States government are assigned to
the lowest risk category.  The aggregate  amount of assets assigned to each risk
category is multiplied by the risk weight assigned to that category to determine
the weighted values,  which are added together to determine total  risk-weighted
assets.

     The FDIC has adopted minimum  capital  leverage ratios to be used in tandem
with the  risk-based  guidelines  in assessing the overall  capital  adequacy of
banks and bank  holding  companies.  The  guidelines  define a two-tier  capital
framework.   Tier  1  capital  consists  of  common  and  qualifying   preferred
shareholder's  equity,  less  goodwill  and  other  adjustments.  Tier 2 capital
consists of mandatory convertible, subordinated, and other qualifying term debt,
preferred stock not qualifying for Tier 1, and a limited amount of allowance for

                                       11
<PAGE>

credit losses,  up to a designated  percentage of  risk-weighted  assets.  Under
these guidelines, financial institutions must maintain a specified minimum ratio
of  "qualifying"   capital  to  risk-weighted   assets.   At  least  50%  of  an
institution's  qualifying  capital  must be "core" or "Tier 1" capital,  and the
balance may be  "supplementary"  or "Tier 2" capital.  The guidelines imposed on
the banks include a minimum  leverage  ratio standard of capital  adequacy.  The
leverage standard requires  top-rated  institutions to maintain a minimum Tier 1
capital to assets ratio of 4%, with institutions receiving less than the highest
rating  required  to  maintain  a  ratio  of 6% or  greater,  based  upon  their
particular circumstances and risk profiles.

     Federal bank regulatory  authorities have adopted regulations  revising the
risk-based  capital  guidelines  to  further  ensure  that the  guidelines  take
adequate account of interest rate risk. Interest rate risk is the adverse effect
that changes in market interest rates may have on a bank's  financial  condition
and is  inherent  to the  business  of  banking.  Under  the  regulations,  when
evaluating  a  bank's  capital  adequacy,  the  revised  capital  standards  now
explicitly  include a bank's  exposure to declines in the economic  value of its
capital  due to changes in interest  rates.  The  exposure of a bank's  economic
value generally  represents the change in the present value of its assets,  less
the change in the value of its liabilities,  plus the change in the value of its
interest rate off-balance sheet contracts.

     The foregoing capital  guidelines could affect our Bank in several ways. If
it grows rapidly,  the capital base may become insufficient to support continued
growth, making an additional capital infusion necessary.  The capital guidelines
could also impact the ability of our bank to pay dividends.  It is expected that
the capital levels of our subsidiary  bank is more than adequate.  Rapid growth,
poor loan portfolio performance or poor earnings  performance,  or a combination
of these factors, could change its capital position in a relatively short period
of time. Failure to meet these capital requirements would require our subsidiary
bank to develop and file with the appropriate bank regulatory authorities a plan
describing  the  means  and  a  schedule  for  achieving  the  minimum   capital
requirements.  In addition,  we would not be able to receive regulatory approval
of any application that required  consideration of capital  adequacy,  such as a
branch or merger  application,  unless we could demonstrate a reasonable plan to
meet the capital requirement within an acceptable period of time.

Dividends

     Our ability to pay cash  dividends  will depend  almost  entirely  upon the
amount  of  dividends  that  the  Bank  is  permitted  to  pay  by  statutes  or
regulations.  Additionally,  the Florida Business  Corporation Act provides that
FPB may only pay dividends if the dividend payment would not render us insolvent
or unable to meet our obligations as they come due.

     As a state-chartered  bank, the Bank is subject to regulatory  restrictions
on the payment of  dividends,  including a  prohibition  of payment of dividends
from the Banks' capital under certain  circumstances  without the prior approval
of the Florida  Department of Banking and Finance and the FDIC.  Except with the
prior approval of the Florida  Department of Banking and Finance,  all dividends
of any Florida  bank must be paid out of retained  net profits  from the current
period and the previous two years,  after deducting  expenses,  including losses
and bad debts.  In addition,  a  state-chartered  bank in Florida is required to
transfer at least 20% of its net income to surplus  until their  surplus  equals
the amount of paid-in capital.

Other Laws

     State  usury laws and  federal  laws  concerning  interest  rates limit the
amount of interest and various other charges  collected or contracted by a bank.
Our  loans  will  also  be  subject  to  federal  laws   applicable   to  credit
transactions, such as the:


                                       12
<PAGE>

         o    Federal Truth-In-Lending Act governing disclosures of credit terms
              to consumer borrowers;
         o    Community  Reinvestment  Act requiring  financial  institutions to
              meet their  obligations  to provide for the total  credit needs of
              the communities  they serve,  including  investing their assets in
              loans to low and moderate-income borrowers;
         o    Home Mortgage Disclosure Act requiring  financial  institutions to
              provide  information  to  enable  public  officials  to  determine
              whether a financial  institution is fulfilling its  obligations to
              meet the housing needs of the community it serves;
         o    Equal Credit  Opportunity  Act prohibiting  discrimination  on the
              basis of race,  creed or other  prohibitive  factors in  extending
              credit;
         o    Fair Credit  Reporting Act governing the manner in which  consumer
              debts may be collected by collection agencies; and
         o    the rules and regulations of various federal agencies charged with
              the responsibility of implementing such federal laws.

Our deposit operations are also subject to the:

         o    Right to Financial  Privacy Act,  which imposes a duty to maintain
              confidentiality  of  consumer  financial  records  and  prescribes
              procedures   for  complying  with   administrative   subpoenas  of
              financial records; and
         o    Electronic  Funds  Transfer  Act and  Regulation  E, which  govern
              automatic  deposits to, and withdrawals from, deposit accounts and
              customers'  rights  and  liabilities   arising  from  the  use  of
              automated teller machines and other electronic banking services.

Interstate Banking and Branching

     Under the Riegle-Neal  Interstate  Banking and Branching  Efficiency Act of
1994,  eligible bank holding companies in any state are permitted,  with Federal
Reserve approval,  to acquire banking organizations in any other state. As such,
all regional compacts and substantially all then-existing  regional  limitations
on interstate  acquisitions of banking  organizations have been eliminated.  The
Interstate Banking and Branching  Efficiency Act also removed  substantially all
of  the  then-existing  prohibitions  on  interstate  branching  by  banks.  The
authority of a bank to establish and operate  branches  within a state continues
to be subject to applicable state branching laws.

     Subject to these laws, a bank  operating in any state may now establish one
or more branches within any other state without the  establishment of a separate
banking  structure  within the other  state  through the merger with an existing
bank in that  state.  Under  current  Florida  law,  our  Bank is  permitted  to
establish  branch  offices  throughout  Florida  with the prior  approval of the
Florida Department of Banking and Finance and the FDIC. In addition,  with prior
regulatory approval,  we would be able to acquire existing banking operations in
other states.  Although the Interstate Banking and Branching  Efficiency Act has
the potential to increase the number of  competitors  in the  respective  market
areas of our Bank, we cannot  predict the actual impact of such  legislation  on
the competitive position of our operations.

Financial Modernization

     The  recently  enacted  Gramm-Leach-Bliley  Act of 1999  sought to  achieve
significant  modernization of the federal bank regulatory  framework by allowing
the consolidation of banking institutions with other types of financial services
firms,  subject  to various  restrictions  and  requirements.  In  general,  the
Gramm-Leach-Bliley  Act repealed most of the federal  statutory  barriers  which
separated  commercial  banking  firms from  insurance and  securities  firms and
authorized  the  consolidation  of such firms in a "financial  services  holding

                                       13
<PAGE>

company." We have no immediate  plans to utilize the structural  options created
by the  Gramm-Leach-Bliley  Act, but we may develop such plans in the future. In
the  meantime,  we do and  will  provide  our  customers  with a broad  range of
financial products and services.

Loans to One Borrower

     Florida  law  generally  allows a state  bank to  extend  credit to any one
borrower  in an amount up to 25% of its capital  accounts,  which are defined as
unimpaired capital,  surplus and undivided profits,  provided that the unsecured
portion may not exceed 15% of the capital  accounts of the bank.  Based upon the
Bank's capital, the maximum loan we are permitted to make is approximately $1.03
million,  provided the unsecured portion does not exceed approximately $617,000.
The law permits exemptions for loans  collateralized by accounts maintained with
the Bank and for loans  guaranteed  by the Small  Business  Administration,  the
Federal Housing Administration and the Veterans Administration.

Payment of Dividends

     A Florida  chartered  commercial bank may not pay cash dividends that would
cause the bank's capital to fall below the minimum amount required by federal or
Florida law. Otherwise,  a Florida commercial bank may pay a dividend out of the
total of current net profits  plus  retained  net profits of the  preceding  two
years to the  extent it deems  expedient,  except  as  described  below.  Twenty
percent of the net profits in the  preceding  two year period may not be paid in
dividends,  but must be retained to increase  capital surplus until such surplus
equals the amount of common  and  preferred  stock  issued and  outstanding.  In
addition,  no bank may pay a dividend at any time that net income in the current
year when  combined  with  retained  net  income  from the  preceding  two years
produces a loss. FPB's primary source of income is from the Bank. Our ability to
pay dividends will be limited by the Bank's performance. The ability of the Bank
to pay dividends  depends in part on the FDIC capital  requirements in effect at
such time and of its ability to comply with such requirements.

The Federal Reserve System

     Federal Reserve regulations require banks to maintain  non-interest-earning
reserves against their transaction  accounts (primarily NOW and regular checking
accounts). The Federal Reserve regulations generally require that reserves of 3%
must be maintained  against aggregate  transaction  accounts of $44.3 million or
less  (subject  to  adjustment  by the  Federal  Reserve)  plus 10%  (subject to
adjustment  by the Federal  Reserve  between 8% and 14%) against that portion of
total transaction accounts in excess of $44.3 million. The first $5.0 million of
otherwise  reservable  balances  (subject to adjustments by the Federal Reserve)
are exempted from the reserve requirements.  The balances maintained to meet the
reserve  requirements  imposed  by the  Federal  Reserve  may be used to satisfy
liquidity requirements. Because required reserves must be maintained in the form
of either vault cash, a  non-interest-bearing  account at a Federal Reserve Bank
or a pass-through  account as defined by the Federal  Reserve,  interest-earning
assets of FPB are reduced.

Effect of Governmental Monetary Policies

     The earnings of FPB are affected by domestic  economic  conditions  and the
monetary and fiscal  policies of the United States  government and its agencies.
The Federal  Reserve  monetary  policies  have had, and will likely  continue to
have,  an important  impact on the operating  results of financial  institutions
through its power to implement  national  monetary policy in order,  among other
things,  to curb inflation or combat a recession.  The monetary  policies of the
Federal  Reserve have major  effects upon the levels of loans,  investments  and
deposits  through  its  open  market  operations  in  United  States  Government
securities  and through its  regulation  of the discount  rate on  borrowings of
member banks and the reserve requirement against member bank deposits. It is not
possible  to predict  the nature or impact of future  changes  in  monetary  and
fiscal policies.


                                       14
<PAGE>

Selected Financial Data

     The information  appearing under the heading  "Selected  Financial Data" in
the 2001 Annual Report is incorporated herein by reference.


ITEM 2. PROPERTIES

     Our  main  office  is  leased  and is  located  at 1301 SE Port  St.  Lucie
Boulevard,  Port St. Lucie,  Florida 34952.  The lease is scheduled to expire in
September  2013.  We also own a  potential  branch  office  site in Ft.  Pierce,
Florida.

ITEM 3. LEGAL PROCEEDINGS

     There are no material proceedings to which FPB or the Bank is a party.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matters  were  submitted  to a vote of  shareholders  of FPB during the
fourth quarter of the fiscal year covered by this report.

     On October 17, 2001, the Bank held a Special Meeting of Shareholders at its
main  office.  At this  meeting,  the  Bank's  shareholders  approved  a Plan of
Reorganization  and Share Exchange  whereby:  (i) the Bank became a wholly-owned
subsidiary of FPB; and (ii) all of the  outstanding  shares of Bank common stock
were converted,  on a one-for-one basis, into outstanding shares of common stock
of FPB.  This  matter was  approved  with  294,557  votes in favor,  1,700 votes
against, and 8,900 abstentions.


                                     PART II

ITEM 5. MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  SHAREHOLDER
        MATTERS

     There is no  established  trading  market for our common  stock,  $0.01 par
value. It is not anticipated  that an active public market will develop for such
stock  because at this time,  we do not intend to seek a listing  for the common
stock on a national  securities  exchange or to qualify it for  quotation on the
National   Association  of  Securities   Dealers  Automated   Quotation  System.
Therefore, no reliable information is available as to trades of the common stock
or as to the prices at which Common Stock has traded.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The information  appearing under the heading  "Management's  Discussion and
Analysis of Financial  Condition and Results of  Operations"  in the 2001 Annual
Report is incorporated herein by reference.

                                       15
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

     The information  appearing under the heading "Financial  Statements" in the
2001 Annual Report is incorporated herein by reference.


ITEM 8. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON   ACCOUNTING  AND
        FINANCIAL DISCLOSURE.

     None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

     The  information  appearing  under the headings  "Election  of  Directors,"
"Executive  Compensation"  and "Compliance  with Section 16(a) of the Securities
Exchange Act of 1934" in the Proxy  Statement  relating to the annual meeting of
shareholders,  scheduled to be held on April 24, 2002, is incorporated herein by
reference.

ITEM 10. EXECUTIVE COMPENSATION

     The information appearing under the heading "Executive Compensation" in the
Proxy Statement is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information  appearing under the heading  "Principal  Stockholders" and
"Beneficial  Ownership  of  Directors  and  Executive  Officers"  in  the  Proxy
Statement is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

     The information  appearing  under the caption  "Certain  Relationships  and
Related   Transactions"  in  the  Proxy  Statement  is  incorporated  herein  by
reference.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits. The following exhibits are filed with or incorporated by
reference into this report.  The exhibits which are marked by a single  asterisk
(*) were previously filed as a part of FPB's Registration Statement on Form 8-A,
filed with the SEC on November  16,  2001.  The  exhibits  which are marked by a
double asterisk (**) were previously filed as a part of the Bank's  Registration
Statement on Form SB-1, filed with the Federal Deposit Insurance  Corporation on
April 30, 2000.  The exhibits  which are marked by a triple  asterisk (***) were
previously  filed as a part of the Bank's 2000 Form 10-KSB,  filed with the FDIC
on April 9, 2001. The exhibits which are marked by a quadruple  asterisk  (****)
were  previously  filed as a part of FPB's  Schedule  14-A filed with the SEC on
March 22, 2002.

                                       16
<PAGE>

         Exhibit No.       Description of Exhibit
         -----------       ----------------------



            *3.1           Articles of Incorporation

            *3.2           Bylaws

            *4.1           Specimen  copy of  certificate  evidencing  shares of
                           FPB's common stock, $0.01 par value

           **4.2           First  Peoples Bank Stock  Option Plan dated  January
                           14, 1999

           **4.3           Warrant Agreement

          ***4.4           Non-Qualified Stock Option Agreement

          **10.1           First Peoples Bank  Qualified  401(k) Profit  Sharing
                           Plan, dated May 1, 1999

         ***10.2           Employment Agreement for David W. Skiles

        ****99.1           FPB's 2002 Annual Meeting Proxy Statement

            99.2           FPB's 2001 Annual Report


        (b)          Reports on Form 8-K.  During the quarter ended December 31,
                     2001, no reports were filed by FPB on Form 8-K.






                                       17
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                  FIRST PEOPLES BANK


Date: March 29, 2002                              By: /s/ David W. Skiles
                                                      -------------------
                                                        David W. Skiles
                                                        Chief Executive Officer,
                                                        President and Director

Date: March 29, 2002                              By: /s/ Nancy Aumack
                                                      ----------------
                                                        Nancy Aumack
                                                        Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in capacities and on the dates indicated.

Signature                        Title                            Date
---------                        -----                            ----


/s/ James L. Autin, M.S.         Director                         March 29, 2002
------------------------
James L. Autin, M.D.

                                 Vice Chairman of the Board       March 29, 2002
----------------------
John R. Baker, Sr.

/s/ Gary A. Berger               Chairman of the Board            March 29, 2002
------------------
Gary A. Berger

                                 Director                         March 29, 2002
--------------------
Donald J. Cuozzo

/s/ Ann L. Decker                Director                         March 29, 2002
-----------------
Ann L. Decker

/s/ Paul J. Miret                Director                         March 29, 2002
-----------------
Paul J. Miret

                                 Corporate Secretary              March 29, 2002
-----------------------
Robert L. Schweiger              and Director

/s/ Robert L. Seeley             Director                         March 29, 2002
--------------------
Robert L. Seeley

/s/ David W. Skiles              Chief Executive Officer          March 29, 2002
-------------------
David W. Skiles                  President and Director

                                 Director                         March 29, 2002
--------------------
Thomas E. Warner

/s/ Paul A. Zinter               Director                         March 29, 2002
------------------
Paul A. Zinter



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