SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C.  20549





FORM
      10-KSB





[
      X
      ]                      ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF
      1934




For
      the Fiscal Year Ended December 31, 2007





[     ]                      TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF
      1934





For
      the
      transition period from _______________________ to _____________





Commission
      File No. 000-33351





**FPB
      BANCORP, INC.**


(Name
      of
      small business issuer in its charter)





**FLORIDA**
            **65-1147861**


(State
      or other jurisdiction of incorporation or
      organization)                                                                                                                            (I.R.S.
      Employer Identification No.)





**1301 SE Port St. Lucie Boulevard**


**Port St. Lucie, FL**
            **34952**


(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
      Telephone Number **(772) 398-1388**





Securities
      Registered Under Section 12(b) of the Exchange Act:





Title
                of each class
            Name
                of each exchange on which
                registered





N.A.
            N.A.





Securities
      Registered Under Section 12(g) of the Exchange Act:





**Common
      Stock, $0.01 Par Value**


(Title
      of
      Class)







Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Act. [] Yes []No




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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. [X] Yes [ ]
      No




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will 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-KSB
      or any amendment to this Form 10-KSB. [   ]




The
      issuer's revenues for its most recent fiscal year: $1,584,000.







State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.)




As
      of
      February 29, 2008, the aggregate market value of the voting and non-voting
      common equity held by non-affiliates was $19,551,447.




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




As
      of
      February 29, 2008, the Issuer had 2,058,047 shares of common stock
      outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE:









Portions
      of the definitive Proxy Statement for the 2008 Annual Meeting of Shareholders
      and the 2007 Annual Report, filed electronically with the Securities and
      Exchange Commission on March 14, 2008 are incorporated in Part III of this
      Form
      10-KSB by reference.









Transitional
      Small Business Disclosure Format (Check one): Yes __ No X








**FPB
      BANCORP, INC.**




**2007
      Form 10-KSB Annual Report**




**TABLE
      OF CONTENTS**











****
            PART**I.**
            **Page**




**Item
                1.**
            Description
                of Business
            1




**Item
                2.**
            Description
                of Property
            13




**Item
                3.**
            Legal
                Proceedings
            14




**Item
                4.**
            Submission
                of Matters to a Vote of Security Holders
            14







**PART
                II.**





**Item
                5.**
            Market
                for Common Equity and Related Stockholder Matters
            14




**Item
                6.**
            Management’s
                Discussion and Analysis or Plan of Operation
            14




**Item
                7.**
            Financial
                Statements
            14




**Item
                8.**
            Changes
                in and Disagreements with Accountants on
                Accounting


and
                Financial
                Disclosure                                                                                                                                                                                                                                                  
                15




**Item
                8A.**Controls
                and Procedures
            
            15





**Item
                8B.**Other
                Information
            
            15





**PART
                III.**





**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


and
                Related Stockholder
                Matters                                                                                                                                                                                                                                   
                16





**Item
                12.**Certain
                Relationships and Related Transactions
            
            16





**Item
                13.**Exhibits
            
            17





**Item
                14.**Principal
                Accountants Fees and Services
            
            17





**SIGNATURES**
            
            18





i


**PART
      I**





**Forward-Looking
      Statements**





This
      document contains forward-looking
      statements as defined by Section 21E of the Securities Exchange Act of
      1934.  These forward-looking statements involve substantial risks and
      uncertainties.  When used in this document, or in the documents
      incorporated by reference, the words “anticipate”, “believe”, “estimate”, “may”,
“intend” and “expect” and similar expressions are some of the forward-looking
      statements used in these documents.  Actual results, performance, or
      achievements could differ materially from those contemplated, expressed or
      implied by the forward-looking statements.  Factors which may cause
      results to change materially include competition, inflation, general economic
      conditions, changes in interest rates, and changes in the value of collateral
      securing loans First Peoples Bank has made, among other things.





**ITEM
      1.                          BUSINESS**





**FPB
      Bancorp, Inc.**





FPB
      was incorporated on September 5,
      2001. On December 3, 2001, we acquired all of the issued and outstanding stock
      of First Peoples Bank in a one-for-one share exchange.****As
      of December 31, 2007, we had total consolidated assets of $196.8 million, and
      total consolidated stockholders’ equity of $21.9 million.





**First
      Peoples Bank**





The
      Bank commenced banking operations
      in Port St. Lucie, Florida, on April 26, 1999, as a state-chartered commercial
      bank. Our customers are primarily individuals, professionals, small and medium
      size businesses, and seasonal retirees located predominantly in St. Lucie,
      Martin and Indian River counties, Florida. We currently have five retail
      full-service banking offices located in Port St. Lucie, Stuart, Palm City
      (opened in January, 2008) Fort Pierce, and Vero Beach, Florida. Our Stuart
      branch office opened for business in December 2003, the Fort Pierce branch
      office opened in June 2004, the Vero Beach branch office opened in March 2006,
      and the Palm City branch office opened in January, 2008. The Bank also opened
      an
      Operations Center in March of 2007.  A sixth branch on Gatlin
      Boulevard in Port St. Lucie, Florida is expected to open in the second quarter
      of 2008. Our primary business is attracting deposits from the general public
      and
      using those deposits, together with borrowings and other funds, to originate
      loans and to 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. As part of our community bank approach,
      officers are encouraged to actively participate in community activities and
      organizations.





**Operating
      and Business Strategy**





We
      are organized as a locally-owned,
      locally managed community financial institution, owned and managed by people
      who
      are actively involved in our market area and committed to our economic growth
      and development. With local ownership, management, and directors, we believe
      that we can be more responsive to the communities we serve. Local ownership
      allows faster, more responsive and flexible decision-making which is not
      generally available at the majority of financial institutions in or near our
      market area which mainly consist of branch offices of large regional holding
      company banks with headquarters located elsewhere in the United
      States.




1
 *Table
          of Contents*




Our principal business is to attract deposits from the general public and to
      invest those funds in various types of loans and other interest-earning assets.
      Funds are provided for the operations from the proceeds from the sale of
      investments, from amortization and repayment of outstanding loans and
      investments, from net deposit inflow, and from borrowings. Our earnings depend
      primarily upon the difference between (1) non-interest income, and the interest
      and fees we receive from loans, the securities held in our investment portfolio
      and other investments, and (2) the expenses we incur in connection with
      obtaining funds for lending (including interest paid on deposits and other
      borrowings) and expenses relating to day-to-day operations.





To
      the extent market conditions permit,
      our strategy is intended to insulate our interest rate gap from adverse changes
      in interest rates by maintaining spreads through the adjustability of our
      interest-earning assets and interest-bearing liabilities. Our ability to reduce
      interest-rate risk in our loan and investment portfolios depends upon a number
      of factors, many of which are beyond our control, including among others,
      competition for loans and deposits in our market area and conditions prevailing
      in the economy.





Our
      primary sources of funds for loans
      and for other general business purposes are our capital, deposits and loan
      repayments. We expect that loan repayments will be a relatively stable sources
      of funds, while deposit inflows and outflows will be significantly influenced
      by
      prevailing interest rates, money market rates, and general economic conditions.
      Generally, short-term borrowings may be used to compensate for reductions in
      normal sources of funds while longer-term borrowings may be used to support
      expanded lending activities.





We
      continually seek to develop new
      business through an ongoing program of personal calls on both present and
      potential customers. As a local independent bank, we utilize traditional local
      advertising media to promote and develop loans and deposits. In addition, all
      of
      our directors have worked and lived in or near our market area for a number
      of
      years. We believe that these factors, coupled with the past and continued
      involvement of the directors, officers and staff in various local community
      activities, will further promote our image as a locally-owned independent
      institution, which we believe is an important factor to our targeted customer
      base.





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





***Dedicated
      Employees*****.**  We believe that the key to
      our success lies with our employees, because it is through our employees that
      we
      are 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*****.** Our first branch office opened in
      December of 2003 at 715 Colorado Avenue in Stuart, Florida, in a 6,100 square
      foot leased facility.





Our
      second branch office opened in June
      of 2004 in a two-story branch building at 2500 Virginia Avenue in Fort Pierce,
      Florida. The bank occupies 3,733 square feet on the first floor, as well as
      649
      square feet on the second floor. We are leasing 4,376 square feet on the second
      floor to unaffiliated parties.




2
 *Table
          of Contents*




In March 2006, we opened a full-service branch office at 4000 20th Street,
      Vero
      Beach, Florida, in a former bank branch building.  An 11,000 square
      foot Operations Center, which is leased, opened in March of 2007, in Jensen
      Beach, Florida, and a fifth branch office at 3001 Martin Downs Boulevard in
      Palm
      City, Florida opened in January of 2008.  A sixth branch office is
      anticipated to open in the second quarter of 2008 on Gatlin Boulevard, in Port
      St. Lucie, Florida.





We
      have established a courier program
      which consists of six persons. This program currently enables us to service
      commercial deposit and loan customers in Martin, St. Lucie and Indian River
      Counties who are not in close proximity to the Bank. This has proven to be
      a
      great convenience to our customers, especially the small business
      owners.





***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 have shifted their focus 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. In addition, we are
      active in the Small Business Administration lending program earning our
      Preferred Lender Status in 2002.





***Residential
      Loans*****.** In order to be a full service bank, we
      engage in residential lending activities which include the origination of
      residential mortgage loans. Our strategy is to sell, to the extent practical,
      all of our fixed-rate and adjustable-rate residential mortgage loan
      originations. 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. Typically none of these loans are held
      in
      our portfolio.





***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 and needs of our local community.





**Primary
      Market Areas**





We
      are the only financial institution
      headquartered in Port St. Lucie, Florida. Our geographic market area encompasses
      Martin County, St. Lucie County, and Indian River County, Florida. St. Lucie
      and
      Martin Counties have a total combined year-round adult population of
      approximately 392,000.  From 2000 to 2006, the population of St. Lucie
      County grew at a compound annual rate of 31.2%, while Martin County grew by
      10%.
      Indian River County has a population of approximately 135,000, with an estimated
      growth rate of 4% per year. Of Indian River County’s total employment, 20% is in
      service industries, 23% in retail trade, 7.3% in construction, 5.9% in
      manufacturing, agriculture, forestry and fishing, and 5.7% in
      government.





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 Florida’s Turnpike
      and Interstate 95.





St.
      Lucie West is home to the spring
      training facility for the New York Mets, the St. Lucie Mets and the PGA training
      center, one of the best golf training centers in the world.





Port
      St. Lucie is home to one of two
      family-oriented Club Med’s in the world. Major employers include St. Lucie
      County, Liberty Medical, Indian River Community College, Walmart Distribution
      Center, Tropicana, QVC and Florida Power and Light Company.




3
 *Table
          of Contents*




The newest major development in St. Lucie County is the Town of Tradition,
      which
      is a master-planned, mixed-use community.  Upon completion, Tradition
      will house 7,000 residences, 675,512 of retail, 1.3 million square-feet of
      office space, a 200-bed hospital and 300 hotel rooms.  The community
      is set to expand to eventually include more than 8,000 acres along a five-mile
      long employment corridor, featuring a total of 18,000 residences and 8 million
      square feet of commercial space.  The Florida Center for Innovation at
      Tradition is a 120-acre research park under development, anchored by the new
      100,000 square-foot headquarters for Torrey Pines Institute for Molecular
      Studies, set to open by early 2009.  In addition, the Oregon Health
& Science University’s Vaccine and Gene Therapy Institute will be expanding
      into a 130,000 square-foot facility, and the Mann Research Center, a
      six-building life sciences complex adjacent to both facilities is planned,
      along
      with a new medical campus for Martin Memorial Health Systems.  This
      local expansion is estimated to bring hundreds of new job opportunities to
      the
      St. Lucie County area.   Our sixth branch office, estimated to
      open in the second quarter of 2008, will be located on Gatlin Boulevard, just
      outside of the Tradition development.





In
      Martin County, some of the major
      employers include Martin Memorial Health Systems, Martin County School Board,
      and Armellini Express Lines. In Indian River County, Vero Beach is the home
      of
      the Los Angeles Dodgers Spring-training facilities. The major employers in
      the
      area are the school district, the local hospital, county government, the
      Sheriff’s Department, Publix Supermarkets and Piper Aviation.





**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, Martin and Indian River
      Counties. Our competitors include institutions such as Riverside National Bank
      of Florida, Bank of America, SunTrust, Wachovia Bank, Seacoast National Bank,
      National City Bank, Gulfstream Business Bank, Indian River National 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 are able to 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 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, because we believe that
      the large out-of-state financial institutions continue to shift the focus away
      from these business opportunities.





**Loan
      Activities**





***General*****.**  Our
      primary business emphasis is on making commercial business, commercial real
      estate and consumer loans. As of December 31, 2007, the net loan portfolio
      totaled $172.3 million, or 88% 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.




4
 *Table
          of Contents*




***General Loan Policies*****.**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 $150,000
      are approved by certain authorized officers. The President has individual loan
      authority up to $250,000. Loans up to $500,000 are approved by an officer’s loan
      committee, and loans between $500,000 and $1,000,000 are approved by a
      directors’ loan committee.  All loans over $1,000,000 require approval
      by the board of directors.





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.





We
      are permitted to lend up to 100% of
      the appraised value of the real property securing a single family residential
      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, we are required by federal regulations to obtain
      private mortgage insurance on that portion of the principal amount of the loan
      that exceeds 80% of the value of the property or 65% on “raw” land
      loans.  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 90%, including the amount of the first
      mortgage, of the collateral. With respect to home loans granted for construction
      or combination construction/permanent financing, we 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 80% 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 we could have
      loaned to one borrower and the borrower’s related entities as of December 31,
      2007, was approximately $4.5 million on a secured basis, according to the
      Florida Banking Statutes, 658.48 or $2.5 million on a secured basis, based
      on
      our in-house policy limit. Our largest loan to a single borrower is a $2.7
      million loan to a Florida corporation, secured by a first commercial real estate
      mortgage on a gas station/convenience store.  The loan is
      current.





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, Martin and Indian River Counties. These types of loans amounted to $83
      million or 47% of the total loan portfolio as of December 31, 2007. Commercial
      real estate loans may be amortized for up to 25 years, but frequently mature
      in
      three to six years.





Commercial
      and multi-family real estate
      loans are originated with a loan-to-value ratio generally not exceeding
      80%.  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,
      2007, the largest commercial and multi-family real estate loan was approximately
      $2.7 million secured by 2.34 acres of land and improvements for thirteen
      condominium units. The loan is current.





5
 *Table
          of Contents*




***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, 2007, the largest commercial loan
      not
      secured by real estate was $1.5 million loan to a corporation, secured by
      corporate stock.****While we have made Small Business
      Administration loans, we generally will underwrite commercial loans for our
      own
      portfolio utilizing other sources of collateral and a maximum of 80% loan to
      value. The majority of our commercial loans are adjustable-rate loans with
      adjustment periods ranging from daily to 5 years. As of December 31, 2007 we
      had
      $60 million in commercial loans, which was 34% of the total loan
      portfolio.





***Residential  Real
      Estate Loans*****.**  We currently originate
      fixed-rate residential mortgage loans and adjustable-rate mortgage loans for
      terms of up to 30 years. As of December 31, 2007, $48,000 or less than 0.25%
      of
      our total loan portfolio consisted of one-to-four family residential real estate
      loans.  As of such date, all of these loans were adjustable-rate
      mortgage loans.





The
      residential adjustable-rate
      mortgage 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
      adjustable-rate mortgage 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. We may offer adjustable-rate mortgage 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 adjustable-rate mortgage 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
      adjustable-rate mortgage loans include features that allow the borrower, under
      special conditions, to convert the loan to a fixed rate at the then prevailing
      market rates.





Adjustable-rate
      mortgage loans reduce
      our risk of changes in interest rates, but involve other risks 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 always enforced.





We
      generally sell all fixed rate,
      30-year home loans in the secondary market.  No such loans are held in
      our loan portfolio.





***Consumer
      Loans*****.**  We make various types of
      consumer loans, the majority of which are installment loans, which also include
      automobile and boat loans, and home equity loans.  Consumer loans are
      originated in order to provide a range of financial services to customers and
      to
      create stronger ties to our 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 our cost of funds. The terms of installment consumer
      loans generally range from one to five years and are typically at a fixed rate
      of interest, while home equity loans are at a variable rate of
      interest.  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 some cases, repossessed collateral may not provide full 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, 2007, consumer loans amounted to $21 million,
      or
      12% of the total loan portfolio.





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***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.





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. Current accounting standards state that 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.





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





If
      foreclosure is required, when
      completed, the property is sold at a public auction in which we 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, 2007, we had $1.8
      million of non-accruing loans which were contractually past due 90 days or
      more,
      and some renegotiated debt.  As of December 31, 2007, we have never
      held real estate classified as “OREO”.





**Asset
      Classification**





Commercial
      banks are required to review
      and when appropriate classify their assets on a regular basis.  The
      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 full collection of principal and interest is doubtful, the insured
      institution establishes specific allowance for loan losses, in accordance with
      the guidelines established under FAS114.  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, 2007, we did not have a material amount of loans classified as
      substandard, doubtful, or loss.





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**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 full collection of principal and interest is doubtful or when an actual
      loss
      is incurred. 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 impaired loans, and current anticipated economic conditions that may
      affect the borrower’s ability to pay. While we use the best information
      available to us to recognize losses on loans, future additions to the provision
      may be necessary based on changes in economic conditions. At December 31, 2007,
      our total allowance for loan losses was approximately $2.4 million representing
      1.36% of total loans.





**Personnel**





As
      of December 31, 2007, we had 73
      full-time employees and 8 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, short and 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.





**SUPERVISION
      AND REGULATION**





**General**





As
      a one-bankholding company, we
      are
      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 affected by government monetary policy and by
      regulatory measures affecting the banking industry in general.





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 our business.




8
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**FPB
      Bancorp, Inc.**





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





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





·
            Acquiring
                all or substantially all of the assets of a
                bank;


·
            Acquiring
                direct or indirect ownership or control of more than 5% of the voting
                shares of any bank or bank holding company;
                or


·
            Merging
                or consolidating with another bank holding
                company.





The
      Bank Holding Company Act and the
      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, not a bank
      holding company, acquiring control of a bank holding company, 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.





Except
      as authorized by the Bank
      Holding Company Act and Federal Reserve regulations or order, 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:





·
            Making
                or servicing loans and certain types of
                leases;


·
            Engaging
                in certain insurance and discount brokerage
                activities;


·
            Performing
                certain data processing services;


·
            Acting
                in certain circumstances as a fiduciary or investment or financial
                advisor;


·
            Providing
                management consulting services;


·
            Owning
                savings associations; and


·
            Making
                investments in corporations or projects designed primarily to promote
                community welfare.





In
      accordance with Federal Reserve
      policy, a bank holding company is expected to act 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 the Bank 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 terminate any 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
      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.





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**First
      Peoples Bank**





As
      a state-chartered bank, the Bank is
      subject to the supervision and regulation of the Department and the FDIC. Our
      deposits are insured by the FDIC for a maximum of $100,000 per
      depositor.  Certain retirement accounts are insured up to $250,000.
      For this protection, we must pay a semi-annual statutory assessment and comply
      with the rules and regulations of the FDIC. The assessment levied on a bank
      for
      deposit insurance varies, depending on the capital position of each bank, and
      other supervisory factors. Currently, we are subject to the statutory
      assessment.





Areas
      regulated and monitored by the
      bank regulatory authorities include:





·
            Security
                devices and procedures;


·
            Adequacy
                of capitalization and loss
                reserves;


·
            Loans;


·
            Investments;


·
            Borrowings;


·
            Deposits;


·
            Mergers;


·
            Issuances
                of securities;


·
            Payment
                of dividends;


·
            Establishment
                of branches;


·
            Corporate
                reorganizations;


·
            Transactions
                with affiliates;


·
            Maintenance
                of books and records; and


·
            Adequacy
                of staff training to carry out safe lending and deposit gathering
                practices.





**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 $500 million, the capital adequacy guidelines
      issued by the Federal Reserve are applied to bank holding companies on a non-
      consolidated basis, unless the bank holding company is engaged in non-bank
      activities involving significant leverage, or it has a significant amount of
      outstanding debt held by the general public. The Department’s and the FDIC’s
      risk-based capital guidelines apply directly to insured state banks, regardless
      of whether they are subsidiaries of a bank holding company. Both agencies’
requirements, which are substantially similar, establish minimum capital ratios
      in relation to assets, both on an aggregate basis as adjusted for credit risks
      and off balance sheet exposures. 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.





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Capital is then classified into two categories, Tier 1 and Tier 2. 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 capital, and a limited amount of allowance for credit
      losses, up to a designated percentage of risk-weighted assets. Under the
      risk-based 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. In addition, the guidelines
      require banks to maintain a minimum leverage ratio standard of capital adequacy.
      The leverage standard requires top-rated institutions to maintain a minimum
      Tier
      1 leverage capital to assets ratio of 3%.  All other institutions are
      required to maintain a Tier 1 leverage capital ratio of 4% or greater, based
      upon their particular circumstances and risk profiles.





Federal
      banking regulators 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.





Federal
      bank regulatory agencies
      possess broad powers to take prompt corrective action as deemed appropriate
      for
      an insured depository institution and its holding company, based on the
      institution’s capital levels.  The extent of these powers depends upon
      whether the institution in question is considered “well-capitalized”,
“adequately capitalized”, “undercapitalized”, “significantly under-capitalized”,
      or “critically undercapitalized”. Generally, as an institution is deemed to be
      less well-capitalized, the scope and severity of the agencies’ powers increase,
      ultimately permitting the agency to appoint a receiver for the
      institution.  Business activities may also be influenced by an
      institution’s capital classification. For instance, only a “well-capitalized”
depository institution may accept brokered deposits without prior regulatory
      approval, and can engage in various expansion activities with prior notice,
      rather than prior regulatory approval. However, rapid growth, poor loan
      portfolio performance or poor earnings performance, or a combination of these
      factors, could change the capital position of our subsidiary banks in a
      relatively short period of time. Failure to meet these capital requirements
      could subject the subsidiary banks to prompt corrective action provisions of
      the
      FDIC, which may include filing 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 further cash
      dividends may 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 we may only pay dividends if the dividend
      payment would not render us insolvent, or unable to meet our obligations as
      they
      come due.





The
      Department limits a bank’s ability
      to pay dividends. As a state-chartered bank, we are 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 Department and the FDIC. Except with the prior approval of
      the
      Department, 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.




11
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**Other
      Laws**





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





·
            Federal
                Truth-In-Lending Act, which governs disclosures of credit terms to
                consumer borrowers;


·
            Community
                Reinvestment Act, which requires 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;


·
            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;


·
            Equal
                Credit Opportunity Act prohibiting discrimination on the basis of
                race,
                creed or other prohibitive factors in extending
                credit;





·
            Real
                Estate Settlement Procedures Act, which requires lenders to disclose
                certain information regarding the nature and cost of real estate
                settlements, and prohibits certain lending practices, as well as
                limits
                escrow account amounts in real estate
                transactions;


·
            Fair
                Credit Reporting Act governing the manner in which consumer debts
                may be
                collected by collection agencies;
                and


·
            The
                rules and regulations of various federal agencies charged with the
                responsibility of implementing such federal
                laws.





Our
      operations are also subject to the:





·
            The
                privacy provisions of the Gramm-Leach-Bliley Act of 1999, which requires
                us to maintain privacy policies intended to safeguard consumer financial
                information, to disclose these policies to our customers, and allow
                customers to “opt out” of having their financial service providers
                disclose their confidential financial information to non-affiliated
                third
                parties, subject to certain
                exceptions;


·
            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


·
            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 debit cards, 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. The Interstate Banking and Branching
      Efficiency Act also removed substantially all of the prohibitions on interstate
      branching by banks. The authority of a bank to establish and operate branches
      within a state, however, continues to be subject to applicable state branching
      laws.  Under current Florida law, we are permitted to establish branch
      offices throughout Florida with the prior approval of the Department and the
      FDIC.  In addition, with prior regulatory approval, we would be able
      to acquire existing banking operations in other states.





12
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**Financial
      Modernization**





The
      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 company”. We have no immediate plans to utilize the structural options
      created by the Gramm-Leach-Bliley Act, but may develop such plans in the
      future.





**Anti-Money
      Laundering**





After
      September 11, 2001, terrorist
      attacks in New York and Washington, D.C., the United States government acted
      in
      several ways to tighten control on activities perceived to be connected to
      money
      laundering and terrorist funding. A series of orders were issued which identify
      terrorists and terrorist organizations and require the blocking of property
      and
      assets of, as well as prohibiting all transactions or dealings with, such
      terrorists, terrorist organizations and those that assist or sponsor them.
      The
      USA Patriot Act enacted in 2001:


•
            Substantially
                broadens existing anti-money laundering legislation and the
                extraterritorial jurisdiction of the United
                States;


•
            Imposes
                new compliance and due diligence
                obligations;


•
            Creates
                new crimes and penalties;


•
            Compels
                the production of documents located both inside and outside the United
                States; including those of foreign institutions that have a correspondent
                relationship in the United States;
                and


•
            Clarifies
                the safe harbor from civil liability to
                customers.





In
      addition, the United States Treasury
      Department issued regulations in cooperation with the federal banking agencies,
      the Securities and Exchange Commission, the Commodity Futures Trading Commission
      and the Department of Justice to:





•
            Require
                customer identification and
                verification;


•
            Expand
                the money-laundering program requirement to the major financial services
                sectors; including insurance and unregistered investment companies,
                such
                as hedge funds; and


•
            Facilitate
                and permit the sharing of information between law enforcement and
                financial institutions, as well as among financial institutions
                themselves.





The
      United States Treasury Department
      also has created the Treasury USA PATRIOT Act Task Force to work with other
      financial regulators, the regulated community, law enforcement and consumers
      to
      continually improve the regulations. Recently, enforcement of the USA PATRIOT
      Act, the Bank Secrecy Act and other anti-money laundering laws and regulations
      has greatly increased from both State and Federal regulators.





**ITEM
      2.                      DESCRIPTION
      OF PROPERTY**





Our
      main office was purchased in 2002
      for approximately $1.1 million.  It is located at 1301 SE Port St.
      Lucie Boulevard, Port St. Lucie, Florida 34952.  We purchased land in
      2001 and built a two-story, 9,600 square foot branch building located at 2500
      Virginia Avenue, Fort Pierce, Florida.  The entire first floor and 649
      square feet of the second floor are occupied by the Bank, and it opened for
      business in June of 2004. The remaining 4,376 square feet on the second floor
      is
      leased to a third party. We also lease our Stuart, Palm City and Vero Beach
      branches. The Bank’s Operations Center, located in Jensen Beach, Florida opened
      in March of 2007, and is also leased.  The Gatlin Boulevard, Port St.
      Lucie, Florida branch office is anticipated to open in the second quarter of
      2008, and will be owned by the Company, with a 50-year ground
      lease.





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**ITEM
      3.**                      **LEGAL
      PROCEEDINGS**





There
      are no material proceedings to
      which FPB or the Bank is a party or to which any of our properties are subject
      which are not in the ordinary course of business.





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





Our
      shareholders voted on no matters
      during the fourth quarter of 2007.





**PART
      II**





**ITEM
                5.**
            **MARKET
                FOR THE REGISTRANT’S COMMON EQUITY AND
                RELATED**


**STOCKHOLDER
                MATTERS**





As
      of February 28, 2007, we had
      approximately 1,500 shareholders. On July 21, 2005, FPB became listed on the
      Nasdaq Capital Market under the symbol “FPBI.” Prior to that, there was no
      public market for the stock. The table below shows the high, low and closing
      bid
      prices on the NASDAQ SmallCap Market for the periods indicated. These
      over-the-counter market quotations reflect inter-dealer prices, without retail
      mark-up, markdown, or commission and may not necessarily reflect actual
      transactions.




Calendar
              Quarter Ended
            
            High
            
            
            Low
            
            
            ClosingSeptember
              30, 2006
            
            $
            18.30
            
            
            $
            16.00
            
            
            $
            16.50December
              31,
              2006
            
            $
            18.20
            
            
            $
            16.20
            
            
            $
            17.50March
              31,
              2007
            
            $
            17.14
            
            
            $
            15.70
            
            
            $
            16.19June
              30,
              2007
            
            $
            16.66
            
            
            $
            14.19
            
            
            $
            15.75September
              30,
              2007
            
            $
            15.89
            
            
            $
            13.24
            
            
            $
            13.40December
              31,
              2007
            
            $
            13.35
            
            
            $
            9.71
            
            
            $
            9.80





On
      June
      15, 2007 and May 17, 2006, FPB paid a 5% stock dividend.




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


FPB
      hereby incorporates by reference
      the sections entitled “Selected Financial Data” contained at page 2 of the 2007
      Annual Report and the section entitled “Management’s Discussion and Analysis of
      Financial Condition and Results of Operations” contained at pages 3 through 18
      of the 2007 Annual Report. The 2007 Annual Report is attached hereto as Exhibit
      13.





**ITEM
      7.                    FINANCIAL
      STATEMENTS**





FPB
      hereby incorporates by reference
      the sections entitled “Selected Financial Data” contained at page 2 of the 2007
      Annual Report and the section entitled “Consolidated Financial Statements”
contained at pages 19 through 46 of the 2007 Annual Report. The 2007 Annual
      Report is attached hereto as Exhibit 13.





14
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          of Contents*




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


Neither
      FPB nor the Bank has had any
      disagreements with its accountants.





**ITEM
      8A(T).CONTROLS
      AND PROCEDURES**





**(a)**   ***Evaluation
      of disclosure controls and procedures.***





FPB
      maintains controls and procedures
      designed to ensure that information required to be disclosed in the reports
      that
      FPB files or submits under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified in the
      rules and forms of the Securities and Exchange Commission. Based upon their
      evaluation of those controls and procedures performed within 90 days of the
      filing date of this report, the Chief Executive and Chief Financial Officer
      of
      FPB concluded that FPB’s disclosure controls and procedures were
      adequate.





***(b)***
            ***Management’s
                Annual Report on Internal Control over Financial
                Reporting***





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rule 13a-15(f) under the
      Securities Exchange Act of 1934). Our internal control over financial reporting
      is a process designed to provide reasonable assurance regarding the reliability
      of financial reporting and the preparation of financial statements for external
      purposes of accounting principles generally accepted in the United
      States.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Therefore, even those systems determined to
      be
      effective can provide only reasonable assurance of achieving their control
      objectives.




Our
      management, with the participation of the Chief Executive Officer and Chief
      Financial Officer, evaluated the effectiveness of FPB’s internal control over
      financial reporting as of December 31, 2007.  In making this
      assessment, our management used the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in Internal
      Control — Integrated Framework. Based on this evaluation, our management,
      with the participation of the Chief Executive Officer and Chief Financial
      Officer, concluded that, as of December 31, 2007, our internal control over
      financial reporting was effective.





**(c)**
            ***Changes
                in internal controls***





FPB
      made no significant changes in its
      internal controls or in other factors that could significantly affect these
      controls subsequent to the date of the evaluation of those controls by the
      Chief
      Executive and Chief Financial Officer.





**ITEM
      8B.                     OTHER
      INFORMATION**





FPB
      experienced no events during the
      fourth quarter of 2007, which were required to be reported on Form 8-K which
      were not so reported.








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**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” of the
      definitive Proxy Statement and “Compliance with Section 16(a) of the Securities
      Exchange Act of 1934” of the definitive Proxy Statement relating to the annual
      meeting of shareholders, scheduled to be held on April 30, 2008, is incorporated
      herein by reference.  None of the officers and directors named in
      those sections has been involved in any material legal
      proceedings.  We have adopted a code of ethics that applies to our
      executive officers, a copy of which was been filed with our 2005 Form 10-KSB
      as
      Exhibit 14.  Persons who would like a copy of such code of ethics may
      receive one without charge upon request made to Nancy E. Aumack, Chief Financial
      Officer, FPB Bancorp, Inc., 1792 NE Jensen Beach Blvd., Jensen Beach, Florida
      34957.





**ITEM
      10.                      EXECUTIVE
      COMPENSATION**





The
      information appearing under the
      heading “Executive Compensation” of the definitive Proxy Statement is
      incorporated herein by reference.





**ITEM
        11.                      SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
        MATTERS**




The
      information appearing under the
      heading “Beneficial Ownership of Directors and Executive Officers” of the
      definitive 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” of the definitive Proxy
      Statement is incorporated herein by reference.





16
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**ITEM
                13.**
            **EXHIBITS**





***Exhibits.***
      The following exhibits are filed with or incorporated by reference into this
      report. The exhibits marked with an (a) were previously filed as a part of
      the Company’s Registration Statement on Form SB-1, filed with the Federal
      Deposit Insurance Corporation on April 30, 2000; those marked with a (b)
      were filed with the Company’s From 10-KSB on March 31, 2003; those marked
      with a (c) were filed with the Company’s Definitive Schedule 14A on October 26,
      2005; those marked with a (d) were filed with the Company's Form 8-A on November
      16, 2001; those marked with an (e) were filed with the Company's Form 10-QSB/A
      on August 2, 2007; those marked with an (f) were filed with the Company’s Form
      10-Q on November 6, 2007; and those marked with a (g) were filed with the
      Company’s Form 10-KSB on March 28, 2005.


**Exhibit No.**
            
            **Description
                of Exhibit**(d)3.1
            
            Articles
                of Incorporation(d)3.2
            
            Bylaws(f)
                3.3
            
            Amendment
                to Bylaws(d)4.1
            
            Specimen
                copy of certificate evidencing shares of the Company’s common capital
                stock, $0.01 par value(a)4.2
            
            First
                Peoples Bank Stock Option Plan dated January 14, 1999(b)4.5
            
            Amendment
                to First Peoples Bank Stock Option Plan(c)4.6
            
            2005
                Stock Compensation Plan(a)10.1
            
            First
                Peoples Bank Qualified 401(k) Profit Sharing Plan, dated May 1,
                1999(f)10.2
            
            Amended
                and Restated Employment Agreement for David W. Skiles(e)10.3
            
            Amended
                and Restated Change in Control Agreement for Nancy E.
                Aumack(e)10.4
            
            Amended
                and Restated Change in Control Agreement for Stephen J.
                Krumfolz(e)10.5
            
            Amended
                and Restated Change in Control Agreement for Marge
                Riley13
            
            2007
                Annual Report(g)14
            
            Code
                of Ethics31.1
            
            Certification
                of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under
                the
                Exchange Act31.2
            
            Certification
                of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under
                the
                Exchange Act32.1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of Sarbanes-Oxley Act of
                200232.2
            
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of Sarbanes-Oxley Act of
                2002





**ITEM
      14.                     PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES.**





FPB
      hereby incorporates the section entitled “Ratification Of The Appointment Of
      Auditors For Fiscal Year Ending December 31, 2007” contained in the Proxy
      Statement.


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**SIGNATURES**





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






**FPB
      BANCORP, INC.**








Date:
      March 12,
      2008                                                                           By:
/s/ David W. Skiles


David
      W.
      Skiles


Principal
      Executive
      Officer, President and Director








Date:
      March 12,
      2008                                                                           By:
/s/ Nancy E. Aumack


Nancy
      E.
      Aumack


Principal
      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/
                Gary A.
                BergerGary
                A. Berger
            
            Chairman
              of the Board
            
            March
              6, 2008Donald
                J. Cuozzo
            
            Director
            
            March
              __, 2008/s/
                Ann L.
                DeckerAnn
                L. Decker
            
            Corporate
                Secretary and Director
            
            March
              10, 2008Paul
                J. Miret
            
            Director
            
            March
              __, 2008/s/
                Robert L. SchweigerRobert
                L. Schweiger
            
            Director
            
            March
              6, 2008/s/
                Robert L.
                SeeleyRobert
                L. Seeley
            
            Director
            
            March
              6, 2008/s/
                David W.
                Skiles
            
            Chief
                Executive OfficerDavid
                W. Skiles
            
            President
                and Director
            
            March
              12, 2008Paul
                A.
                Zinter
            
            Vice
              Chairman of the Board
            
            March
              __, 2008






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