UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

              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.
                             PORT ST. LUCIE, FLORIDA

     The  undersigned  registrant  hereby amends Exhibit No. 99.2,  "2001 Annual
Report to  Shareholders"  incorporated  by  reference  in Item 6.  "Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operation"
("MD&A"), and Item 7. "Financial  Statements," of its original Form 10-KSB filed
on March 29, 2002.  This amendment  substitutes a modified MD&A for the MD&A and
also  substitutes  modified  Financial  Statements for the Financial  Statements
which were  included in our 2001 Annual Report to  Shareholders.  The purpose of
the  amendment  is to reflect  certain  changes to our MD&A , as well as certain
changes to the notes in our Financial  Statements.  These changes were requested
by representatives of the Securities and Exchange Commission during their review
of our SB-2 Registration Statement filed on April 8, 2002.

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


May 17, 2002                        By: /s/ David S. Skiles
                                        ----------------------------------------
                                          David S. Skiles,
                                          President and Chief Executive Officer



May 17, 2002                        By:/s/ Nancy E. Aumack,
                                        ----------------------------------------
                                          Nancy E. Aumack,
                                          Chief Financial Officer
                                          (Principal Accounting Officer)


                                        1

<PAGE>



                             SELECTED FINANCIAL DATA

December 31, 2001, 2000 and 1999 and the Years Ended  December 31, 2001 and 2000
                     and the Period Ended December 31, 1999
                (Dollars in thousands, except per share figures)


<TABLE>
                                                                                   2001          2000          1999
                                                                                   ----          ----          ----
At Year End:

<S>                                                                             <C>               <C>           <C>
Cash and cash equivalents....................................................   $   2,448         4,380         1,758
Securities...................................................................       5,479         6,987         7,415
Loans, net...................................................................      32,215        17,965         6,530
All other assets.............................................................       1,564         1,200           973
                                                                                ---------     ---------     ---------

     Total assets............................................................   $  41,706        30,532        16,676
                                                                                =========     =========     =========

Deposit accounts.............................................................      33,933        25,814        11,797
All other liabilities........................................................       3,683           574           555
Stockholders' equity.........................................................       4,090         4,144         4,324
                                                                                ---------     ---------     ---------

     Total liabilities and stockholders' equity..............................   $  41,706        30,532        16,676
                                                                                =========     =========     =========

For the Year:

Total interest income........................................................   $   2,519         1,755           472
Total interest expense.......................................................       1,046           815           172
                                                                                ---------     ---------     ---------

Net interest income..........................................................       1,473           940           300

Provision for loan losses....................................................         202           162            60
                                                                                ---------     ---------     ---------

Net interest income after provision for loan losses..........................       1,271           778           240
                                                                                ---------     ---------     ---------

Noninterest income...........................................................         214           141            30
Noninterest expenses.........................................................       1,557         1,282           780
                                                                                ---------     ---------     ---------

Loss before income tax credit................................................         (72)         (363)         (510)
Income tax credit............................................................         (23)         (136)         (173)
                                                                                ---------     ---------     ---------

Net loss.....................................................................   $     (49)         (227)         (337)
                                                                                =========     =========     =========

Net loss per share...........................................................   $    (.10)         (.46)         (.69)
                                                                                =========     =========     =========

Weighted-average number of shares outstanding................................     489,410       489,410       489,410
                                                                                =========     =========     =========

Ratios and Other Data:

Return on average assets.....................................................       (.14%)        (.93%)       (3.94%)
Return on average equity.....................................................       (1.17%)       (5.40%)      (10.50%)
Average equity as a percentage of average assets.............................       12.36%        17.19%        37.50%
Interest-rate spread during the period.......................................        3.27%         2.40%         2.96%
Net yield on average interest-earning assets.................................        4.59%         4.13%         3.95%
Noninterest expenses to average assets.......................................        4.60%         5.24%         9.12%
Ratio of average interest-earning assets to average
     interest-bearing liabilities............................................        1.40          1.48          1.43
Nonperforming loans and foreclosed real estate as a percentage of
     total assets at end of year.............................................         NIL           NIL           NIL
Allowance for loan losses as a percentage
     of total loans at end of year...........................................        1.10%         1.11%          .91%
Total number of banking offices..............................................           1             1             1
Total shares outstanding at end of year......................................     489,410       489,410       489,410
Book value per share at end of year..........................................   $    8.36     $    8.47     $    8.83

</TABLE>




                                       2
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  December 31, 2001 and 2000 and for the Years Ended December 31, 2001 and 2000


General

     FPB Bancorp, Inc. is a bank holding company. FPB Bancorp owns 100% of First
Peoples Bank.

     First Peoples is a bank whose  deposits are insured by the Federal  Deposit
Insurance  Corporation.  First Peoples provides a variety of banking services to
small  businesses and residents and individuals in St. Lucie County and Northern
Martin County, Florida. At December 31, 2001, FPB Bancorp had total consolidated
assets of $41.7  million  and total  consolidated  stockholders'  equity of $4.1
million.

Regulation and Legislation

     As a bank  holding  company  FPB  Bancorp  is  regulated  by the  Board  of
Governors of the Federal Reserve System. As a  state-chartered  commercial bank,
First Peoples is subject to extensive  regulation  by the Florida  Department of
Banking and Finance and the Federal Deposit Insurance Corporation. First Peoples
files reports with the Florida Department and the FDIC concerning its activities
and financial condition,  in addition to obtaining regulatory approvals prior to
entering into certain transactions such as mergers with or acquisitions of other
financial  institutions.  Periodic  examinations  are  performed  by the Florida
Department  and the FDIC to monitor our compliance  with the various  regulatory
requirements.

Critical Accounting Policies

     FPB Bancorp's  financial  condition and results of operations are sensitive
to  accounting  measurements  and  estimates  of  matters  that  are  inherently
uncertain.  When applying  accounting  policies in areas that are  subjective in
nature, management must use its best judgment to arrive at the carrying value of
certain  assets.  The most  critical  accounting  policy  applied  by us is that
related to the valuation of the loan portfolio.

     A  variety  of  estimates  impact  carrying  value  of the  loan  portfolio
including  the  calculation  of the  allowance  for loan  losses,  valuation  of
underlying  collateral,  the  timing  of loan  charge-offs  and the  amount  and
amortization of loan fees and deferred origination costs.

     The allowance for loan losses is management's most difficult and subjective
judgment. The allowance is established and maintained at a level that management
believes is adequate to cover losses  resulting  from the inability of borrowers
to make required payments on loans.  Estimates for loan losses are arrived at by
analyzing risks  associated with specific loans and the loan portfolio,  current
trends in delinquencies and charge-offs, the views of our regulators, changes in
the size  and  composition  of the loan  portfolio  and  peer  comparisons.  The
analysis  also requires  consideration  of the economic  climate and  direction,
change in the interest rate environment,  which may impact a borrower's  ability
to pay,  legislation  impacting  the banking  industry and  economic  conditions
specific to Port St. Lucie,  Florida.  Because the  calculation of the allowance
for loan losses  relies on  management's  estimates  and  judgments  relating to
inherently uncertain events, results may differ from management's estimates.

     The  allowance  for  loan  losses  is  also  discussed  elsewhere  in  this
prospectus  and  in  Note  3  to  the  consolidated  financial  statements.  Our
significant  accounting  policies are  discussed  in Note 1 to the  consolidated
financial statements.




                                       3
<PAGE>



Credit Risk

     FPB Bancorp's primary business is making  commercial,  business,  consumer,
and real  estate  loans.  That  activity  entails  potential  loan  losses,  the
magnitude of which depend on a variety of economic factors  affecting  borrowers
which are beyond the control of FPB Bancorp. While underwriting  guidelines have
been  instituted and credit review  procedures have been put in place to protect
FPB Bancorp from avoidable credit losses,  some losses will inevitably occur. At
December  31,  2001,  FPB  Bancorp had no  nonperforming  assets and has minimal
charge-off experience.

     FPB Bancorp  conducts an ongoing  evaluation of their loan  portfolio.  The
evaluation includes  determination of allowances  established on specific loans,
general  allowances  based on industry  standards due to the limited  historical
loan loss  experience  of the bank,  and  allowances  based on general  economic
conditions and other risk factors in their market.  The evaluation also includes
a review of  individual  loans that are  contractually  past due, on  nonaccrual
status,  and restructured.  A formal evaluation is prepared each month to assess
the risk in the  portfolio  and to determine  the adequacy of the  allowance for
loan losses. Management believes the allowance can be allocated by category only
on an approximate basis.

The following  table sets forth the  composition of FPB Bancorp's loan portfolio
at December 31, (dollars in thousands):

<TABLE>
                                                  2001                 2000                  1999
                                         ------------------    -------------------    -----------------
                                                       % of                   % of                  % of
                                           Amount     Total      Amount      Total      Amount     Total
                                           ------     -----      ------      -----      ------     -----

<S>                                      <C>          <C>      <C>           <C>      <C>          <C>
   Commercial......................      $ 11,667     35.82%   $  6,037      33.28%   $  2,904     44.27%
   Commercial real estate..........        11,192     34.36       6,420      35.40       1,936     29.52
   Consumer........................         8,472     26.01       5,393      29.73       1,587     24.20
   Residential real estate.........         1,241      3.81         289       1.59         132      2.01
                                            -----      ----         ---       ----         ---      ----


   Total...........................        32,572    100.00%     18,139     100.00%      6,559    100.00%

   Less:
     Deferred fees.................             2                    27                     31
    Allowance for loan losses......          (359)                 (201)                   (60)
                                            -----      ----         ---       ----         ---      ----

    Loans, net.....................      $ 32,215              $ 17,965               $  6,530
                                         ========              ========               ========
</TABLE>


     The following table presents information  regarding our total allowance for
loan  losses  as  well  as  the  allocation  of  such  amounts  to  the  various
categories of loans at December 31, (dollars in thousands):

<TABLE>
                                                 2001                       2000                       1999
                                         ---------------------      ---------------------      ---------------------
                                                      Loans to                   Loans to                   Loans to
                                                       Total                      Total                      Total
                                           Amount      Loans          Amount      Loans          Amount      Loans
                                           ------      -----          ------      -----          ------      -----

<S>                                      <C>             <C>        <C>             <C>        <C>             <C>
   Commercial loans................      $    116        35.82%     $     75        33.28%     $     19        44.27%
   Commercial real estate loans....           108        34.36            52        35.40            21        29.52
   Residential real estate loans...             6         3.81            10         1.59             1         2.01
   Consumer loans..................           129        26.01            64        29.73            19        24.20
                                              ---        -----            --        -----            --        -----


   Total allowance for loan losses.      $    359       100.00%     $    201       100.00%     $     60        100.0%
   --------------------------------           ---       ------           ---       ------            --        -----


   The allowance for loan losses as a
     Percentage of total loans outstanding                1.10%                      1.11%                       .91%
                                                          ====                       ====                        ===
</TABLE>



                                       4
<PAGE>



     The following table sets forth activity in FPB Bancorp's allowance for loan
losses for the specified periods:


<TABLE>
                                                                                  At or for the Year Ended
                                                                                         December 31
                                                                                         -----------
                                                                                      2001         2000
                                                                                      ----         ----
                                                                                   (Dollars in thousands)
<S>                                                                                 <C>          <C>
Allowance for loan losses beginning of year................................         $   201      $    60
Charged-off loans:
     Commercial loans......................................................              35           21
     Commercial real estate loans..........................................               -            -
     Residential real estate loans.........................................               -            -
     Consumer loans........................................................               9            -
                                                                                       ----         ----

         Total charged-off loans...........................................              44           21
Recoveries on loans previously charged off:
     Commercial loans......................................................               -            -
     Commercial real estate loans..........................................               -            -
     Residential real estate loans.........................................               -            -
     Consumer loans........................................................               -            -
                                                                                       ----         ----
         Total recoveries..................................................               -            -
                                                                                       ----         ----
         Net charge-offs...................................................              44           21
Provision for loan losses..................................................             202          162
                                                                                       ----         ----
Allowance for loan losses end of year......................................             359          201
                                                                                       ====         ====
Ratio of net charge-offs to average loans outstanding......................             .18%         .18%
                                                                                       ====         ====
</TABLE>


Liquidity and Capital Resources

     FPB  Bancorp's  primary  source of cash during the year ended  December 31,
2001, was from the proceeds from net deposit  inflows of $8.2 million.  Cash was
used primarily to purchase  securities and to originate  loans.  At December 31,
2001, we had  outstanding  commitments to originate loans totaling $4.7 million.
At  December  31,  2001,  First  Peoples   exceeded  its  regulatory   liquidity
requirements. Deposit flows are affected by the overall level of interest rates,
the  interest  rates  and  products  offered  by  First  Peoples  and its  local
competitors.  First Peoples  generally manages the pricing of its deposits to be
competitive  and to increase  core  deposit  relationships.  First  Peoples will
adjust  rates on  interest  bearing  deposits  to attract or retain  deposits as
needed.

     Investment Securities. The following table sets forth the carrying value of
our securities portfolio at December 31 (in thousands):


<TABLE>
                                                                                                    2001        2000
                                                                                                    ----        ----
<S>                                                                                               <C>         <C>
     Securities available for sale:
         U.S. Treasury securities............................................................     $     -     $ 1,996
         U.S. Government agency securities...................................................       3,481       4,991
         Mortgage-backed securities..........................................................       1,015           -
                                                                                                    ------      ------

                                                                                                  $ 4,496     $ 6,987
                                                                                                    ======      ======
     Securities held to maturity-
         Mortgage-backed securities..........................................................     $   963     $     -
                                                                                                    ======      ======

</TABLE>






                                       5
<PAGE>


     The  following  table  sets  forth,  by  maturity   distribution,   certain
information  pertaining  to the  securities  portfolio  as follows  (dollars  in
thousands):

<TABLE>
                                                        From One Year      From Five Years
                                  One Year or Less     to Five Years        to Ten Years        Over Ten Years          Total
                                 ------------------   -----------------   -----------------   -----------------   -----------------
                                 Carrying   Average   Carrying  Average   Carrying  Average   Carrying  Average   Carrying  Average
                                  Value      Yield      Value    Yield     Value     Yield     Value     Yield     Average   Yield
                                  -----      -----      -----    -----     -----     -----     -----     -----     -------   -----


<S>                              <C>            <C>   <C>         <C>     <C>           <C>   <C>           <C>   <C>         <C>
December 31, 2001:
Securities Available for Sale:
  U.S. Government agency         $     -        - %   $  3,481    5.03%   $     -       - %   $     -       - %   $  3,481    5.03%
    securities                      -----     -----     ------   ------     -----     -----     -----     -----


   Mortgage-backed securities                                                                                        1,015    5.79
                                                                                                                    ------    -----

Total                                                                                                             $  4,496    5.20%
                                                                                                                    ======    =====

Securities Held to Maturity:
   Mortgage-backed securities                                                                                     $    963    5.75%
                                                                                                                    ======    =====

December 31, 2000:
Securities Available for Sale:
   U.S. Treasury securities      $  1,996     5.31%   $     -       - %   $     -       - %   $     -       - %   $  1,996    5.31%

   U.S. Government agency             498     5.61       4,493    7.57          -       -           -       -        4,991    7.35
     securities                     -----     -----     ------   ------     -----     -----     -----     -----     ------    -----

   Total                         $  2,494     5.37%   $  4,493    7.57%   $     -       - %   $     -       - %   $  6,987    6.78%
                                    =====     =====     ======   ======     =====     =====     =====     =====     ======    =====
</TABLE>















                                       6
<PAGE>



Regulatory Capital Requirements

     Under FDIC  regulations,  First Peoples is required to meet certain minimum
regulatory capital  requirements.  This is not a valuation allowance and has not
been  created by charges  against  earnings.  It  represents  a  restriction  on
stockholders' equity.

     Quantitative  measures established by regulation to ensure capital adequacy
require financial institutions to maintain minimum amounts and ratios (set forth
in the table below) of total and Tier I capital,  as defined in the regulations,
to  risk-weighted  assets,  also as  defined in the  regulations,  and of Tier I
capital to average assets.  Management  believes,  as of December 31, 2001, that
First Peoples met all capital adequacy requirements to which it is subject.
<TABLE>

                                                                                                    Minimum
                                                                                                   To Be Well
                                                                                                Capitalized Under
                                                                   For Capital Adequacy         Prompt Corrective
                                                Actual                    Purposes              Action Provisions
                                          ----------------         --------------------         -----------------
                                          Amount         %         Amount           %           Amount          %
                                                                  (Dollars in thousands)
<S>                                     <C>          <C>         <C>              <C>          <C>            <C>
     As of December 31, 2001:
         Total capital to Risk-
           Weighted assets..........    $ 4,277      13.03%      $ 2,623          8.00%        $ 3,284        10.00%
         Tier I Capital to Risk-
           Weighted Assets..........      3,919      11.94         1,313          4.00           1,970         6.00
         Tier I Capital
           to Total Assets..........      3,919      10.30         1,522          4.00           1,903         5.00

     As of December 31, 2000:
         Total capital to Risk-
           Weighted assets..........      4,044      21.24         1,523          8.00           1,904        10.00
         Tier I Capital to Risk-
           Weighted Assets..........      3,843      20.18           762          4.00           1,142         6.00
         Tier I Capital
           to Total Assets..........      3,843      13.11         1,173          4.00           1,466         5.00
</TABLE>




                                       7
<PAGE>



Market Risk

     Market risk is the risk of loss from adverse  changes in market  prices and
rates.  FPB  Bancorp's  market risk arises  primarily  from  interest-rate  risk
inherent  in its loan and  deposit-taking  activities.  To that end,  management
actively monitors and manages its interest-rate  risk exposure.  The measurement
of market risk associated with financial instruments is meaningful only when all
related and offsetting on- and  off-balance-sheet  transactions  are aggregated,
and the resulting net positions are identified. Disclosures about the fair value
of financial instruments,  which reflect changes in market prices and rates, can
be found in Note 8 of Notes to Consolidated Financial Statements.

     FPB Bancorp does not engage in trading or hedging  activities  and does not
invest in  interest-rate  derivatives  or enter into  interest  rate swaps.  The
primary  objective in managing  interest-rate  risk is to maximize  earnings and
minimize  the  potential  adverse  impact of  changes in  interest  rates on FPB
Bancorp's  net  interest  income and  capital,  while  adjusting  FPB  Bancorp's
asset-liability  structure  to  obtain  the  maximum  yield-cost  spread on that
structure.  FPB Bancorp  relies  primarily on our  asset-liability  structure to
manage  interest  rate risk.  However,  a sudden  and  substantial  increase  in
interest  rates may  adversely  impact  our  earnings,  to the  extent  that the
interest-earning  assets and  interest-bearing  liabilities do not change at the
same speed, to the same extent, or on the same basis.

Asset and Liability Structure

     As part of its asset and  liability  management  program,  FPB  Bancorp has
established and implemented various internal asset-liability decision processes,
as well as  communications  and control  procedures  to aid us in  managing  our
earnings.  We believe that these  processes and  procedures  provide FPB Bancorp
with  better  capital  planning,  asset mix and  volume  controls,  loan-pricing
guidelines,  and deposit interest-rate guidelines which should result in tighter
controls and less exposure to interest-rate risk.

     The  matching  of assets and  liabilities  may be  accomplished  in part by
examining the extent to which such assets and  liabilities  are  "interest  rate
sensitive" and by monitoring an institution's  interest rate sensitivity  "gap."
An asset or liability is said to be interest  rate  sensitive  within a specific
time  period  if it  will  mature  or  reprice  within  that  time  period.  The
interest-rate   sensitivity   gap  is   defined   as  the   difference   between
interest-earning  assets and interest-bearing  liabilities maturing or repricing
within a given  time  period.  The gap ratio is  computed  as the amount of rate
sensitive assets less the amount of rate sensitive  liabilities divided by total
assets. A gap is considered positive when the amount of interest-rate  sensitive
assets exceeds interest-rate sensitive liabilities. A gap is considered negative
when the amount of interest-rate  sensitive  liabilities  exceeds  interest-rate
sensitive assets. During a period of rising interest rates, a negative gap would
adversely  affect net interest  income,  while a positive gap would result in an
increase in net interest  income.  During a period of falling  interest rates, a
negative  gap would  result  in an  increase  in net  interest  income,  while a
positive gap would adversely affect net interest income.

     In order to minimize  the  potential  for adverse  effects of material  and
prolonged increases in interest rates on the results of operations,  we continue
to  monitor  asset  and  liability  management  policies  to  better  match  the
maturities   and   repricing   terms   of  its   interest-earning   assets   and
interest-bearing liabilities. Such policies have consisted primarily of:

o        emphasizing the origination of adjustable-rate loans;

o        maintaining a stable core deposit base; and

o        maintaining a significant portion of liquid assets consisting primarily
         of cash and short-term securities.



                                       8
<PAGE>


The following table sets forth certain information  relating to interest-earning
assets and interest-bearing liabilities at December 31, 2001, that are estimated
to mature or are  scheduled  to  reprice  within the period  shown  (dollars  in
thousands):
<TABLE>

                                                                More             More
                                                     One      than One         than Five
                                                     Year     Year and         Years and       Over
                                                      or      Less than        Less than     Fifteen
                                                     Less    Five Years      Fifteen Years    Years     Total
                                                     ----    ----------      -------------    -----     -----

<S>                                              <C>         <C>              <C>            <C>        <C>
Mortgage and commercial loans (1):
    Commercial loans..........................   $   8,642   $    1,944       $  1,081       $    -     $ 11,667
    Commercial real estate loans..............       7,408        2,987            797            -       11,192
    Residential mortgage loans................       -              865            376            -        1,241
    Consumer loans............................       1,116        6,077          1,279            -        8,472

         Total loans..........................      17,166       11,873          3,533            -       32,572

Federal funds sold............................         353            -              -            -          353
Securities (2)................................         475        3,481          1,101          502        5,559
Time deposit..................................         100            -              -            -          100

         Total rate-sensitive assets..........   $  18,094   $   15,354       $  4,634       $  502     $ 38,584

Deposit accounts (3):
    Money market deposits.....................   $   6,545   $        -       $      -       $    -     $  6,545
    NOW deposits..............................       1,292            -              -            -        1,292
    Savings deposits..........................       3,419            -              -            -        3,419
    Certificates of deposit...................      11,325        4,587              -            -       15,912

         Total deposit accounts...............      22,581        4,587              -            -       27,168

    Borrowings................................       2,842            -              -            -        2,842

         Total rate-sensitive liabilities.....    $ 25,423   $    4,587       $      -       $    -     $ 30,010

GAP (repricing differences)...................      (7,329)      10,767          4,634          502        8,574

Cumulative GAP................................      (7,329)       3,438          8,072        8,574

Cumulative GAP/total assets...................       (17.57)%      8.24%         19.35%       21.56%
<FN>
(1)  In  preparing  the table above,  adjustable-rate  loans are included in the
     period in which the interest rates are next scheduled to adjust rather than
     in the  period  in which the loans  mature.  Adjustable-rate loans of $16.1
     million are scheduled to adjust in one year or less.  Fixed-rate  loans are
     scheduled, including repayment, according to their maturities.
(2)  Securities  are scheduled  through the maturity  dates and include  Federal
     Home Loan Bank stock.
(3)  Money-market,  NOW, and savings  deposits are regarded as ready  accessible
     withdrawable  accounts.  All other time deposits are scheduled  through the
     maturity dates.
</FN>
</TABLE>



                                       9
<PAGE>



The following table reflects the contractual principal repayments by period of
the loan portfolio at December 31, 2001 (in thousands):

                                                                        Real
                                                                       Estate
         Years Ending                              Commercial       Construction
         December 31,                                 Loans             Loans
         ------------                                 -----             -----

2002 ...................................             $ 4,167          $    50
2003 ...................................             $ 1,584               72
2004 ...................................             $ 1,315               72
2005-2006 ..............................             $ 1,779              145
2007-2008 ..............................             $ 1,039              145
2009 & beyond ..........................             $ 1,783              477
                                                     -------          -------

Total ..................................             $11,667          $   961
                                                     =======          =======

Of the $8,411 of loans due after 2002,  19.86% of such loans have fixed interest
rates and 80.14% have adjustable interest rates.

The  following  table sets forth total loans  originated  and repaid  during the
period ended December 31 (in thousands):

                                                               2001        2000
                                                               ----        ----
Originations:
    Commercial loans.......................................  $ 12,826   $  8,539
    Commercial real estate loans...........................     2,138      4,652
    Residential mortgage loans.............................       687        158
    Consumer loans.........................................     7,782      5,675
                                                             --------   --------

             Total loans originated........................    23,433     19,024

    Principal reductions...................................     9,000      7,444
                                                             --------   --------

    Increase in total loans................................  $ 14,433   $ 11,580
                                                             ========   ========


                                       10
<PAGE>





     The  following  table  shows  the   distribution   of,  and  certain  other
information  relating to deposit  accounts by type  (dollars in  thousands):
<TABLE>

                                                                                 At December 31,
                                                              -------------------------------------------------------
                                                                          2001                         2000
                                                              --------------------------      -----------------------

                                                                                 % of                         % of
                                                                 Amount         Deposits      Amount         Deposits

<S>                                                            <C>                <C>         <C>               <C>
         Demand deposits..................................     $  6,825           20.08%      $  6,298          24.40%
         Money-market deposits............................        6,545           19.25          2,591          10.04
         NOW deposits.....................................        1,292            3.80          1,239           4.80
         Savings deposits.................................        3,419           10.06          2,945          11.40
                                                               ---------          -----        -------          -----

                  Subtotal................................       18,081           53.19         13,073          50.64
                                                               ---------          -----         ------          -----

         Certificate of deposits:
                  1.00% - 1.99%...........................          154             .45              -              -
                  2.00% - 2.99%...........................        1,540            4.53            149            .58
                  3.00% - 3.99%...........................        3,933           11.57              -              -
                  4.00% - 4.99%...........................        4,688           13.79              9            .03
                  5.00% - 5.99%...........................        2,334            6.87            549           2.13
                  6.00% - 6.99%...........................        3,055            8.99         11,484          44.49
                  7.00% - 7.99%...........................          208             .61            550           2.13
                                                               ---------          -----         ------          -----

         Total certificates of deposit (1)................       15,912           46.81         12,741          49.36
                                                               ---------          -----         ------          -----

         Total deposits...................................     $ 33,993          100.00%      $ 25,814         100.00%
                                                               =========         ======         ======         ======
<FN>
(1)      Included  individual  retirement  accounts ("IRAs") totaling $1,058,000
         and  $907,000  at December  31, 2001 and 2000,  all of which are in the
         form of certificates of deposit.
</FN>
</TABLE>

The following table presents by various  interest rate categories the amounts of
certificates  of deposit at December 31, 2001,  which mature  during the periods
indicated (in thousands):
<TABLE>

                                                                            Year Ending December 31,
                                                            ----------------------------------------------------
                                                                2002     2003     2004    2005     2006    Total
                                                                ----     ----     ----    ----     ----    -----

<S>                                                         <C>        <C>       <C>      <C>     <C>     <C>
     1.00% - 1.99%......................................... $    154   $    -    $   -    $  -    $  -    $   154
     2.00% - 2.99%.........................................    1,501       39        -       -       -      1,540
     3.00% - 3.99%.........................................    2,685    1,157       91       -       -      3,933
     4.00% - 4.99%.........................................    4,217      355       14       -     102      4,688
     5.00% - 5.99%.........................................    2,131      104       99       -       -      2,334
     6.00% - 6.99%.........................................      529    2,513        -      13       -      3,055
     7.00% - 7.99%.........................................      108      100        -       -       -        208
                                                               -----   ------    -----    ----    ----    -------

     Total certificates of deposit......................... $ 11,325  $ 4,268    $ 204    $ 13    $ 102   $15,912
                                                              ======    =====    =====    ====    =====   =======
</TABLE>

Jumbo certificates ($100,000 and over) mature as follows (in thousands):

                                                                 December 31,
                                                                 ------------
                                                                2001      2000
                                                                ----      ----

     Due three months or less...........................      $ 1,153   $   500
     Due over three months to six months................          780       632
     Due over six months to one year....................          918       602
     Due over one year to five years....................        2,188       971
                                                                -----   -------

                                                              $ 5,039   $ 2,705
                                                              =======   =======


                                       11
<PAGE>





Results of Operations

     FPB  Bancorp's  operating  results  depend  primarily  on our net  interest
income,  which is the difference  between  interest  income on  interest-earning
assets  and  interest  expense  on  interest-bearing   liabilities,   consisting
primarily  of deposits.  Net interest  income is  determined  by the  difference
between   yields   earned  on   interest-earning   assets   and  rates  paid  on
interest-bearing  liabilities  ("interest-rate spread") and the relative amounts
of  interest-earning  assets and  interest-bearing  liabilities.  FPB  Bancorp's
interest-rate  spread is  affected  by  regulatory,  economic,  and  competitive
factors that  influence  interest  rates,  loan demand,  and deposit  flows.  In
addition, our net earnings are also affected by the level of nonperforming loans
and foreclosed real estate, as well as the level of our noninterest  income, and
our noninterest expenses, such as salaries and employee benefits,  occupancy and
equipment costs and income taxes.

     The  following  table sets  forth,  for the period  indicated,  information
regarding:  (i) the total dollar  amount of interest  and  dividend  income from
interest-earning  assets and the resultant  average yield; (ii) the total dollar
amount of interest  expense on  interest-bearing  liabilities  and the resultant
average costs; (iii) net  interest/dividend  income;  (iv) interest rate spread;
(v) net interest  margin.  Average  balances are based on average daily balances
(dollars in thousands).

<TABLE>

                                                                  Years Ended December 31,
                                           ----------------------------------------------------------------------
                                                         2001                                  2000
                                           --------------------------------     ---------------------------------
                                                      Interest     Average                  Interest     Average
                                            Average     and         Yield/     Average        and          Yield/
                                            Balance   Dividends       Rate     Balance      Dividends       Rate
                                            -------   ---------       ----     -------      ---------       ----
<S>                                        <C>          <C>           <C>       <C>         <C>             <C>
Interest-earning assets:
     Loans(1)...........................   $ 24,379     2,105         8.63%     $ 11,917    $ 1,102         9.25%
     Securities.........................      4,822       293         6.08         7,907        474         5.99
     Other interest-earning assets (2)..      2,899       121         4.17         2,923        179         6.12
                                           --------   -------                   --------    -------            -

         Total interest-earning assets..     32,100     2,519         7.85        22,747      1,755         7.72
                                                      -------                               -------

Noninterest-earning assets..............      1,729                                1,704
                                           --------                             --------
         Total assets...................   $ 33,829                             $ 24,451
                                           ========                             ========

Interest-bearing liabilities:
     Savings, NOW and money-market
         deposits.......................      7,963       219         2.75         5,870        221         3.76
     Certificates of deposit............     14,622       818         5.59         9,457        594         6.28
     Other borrowings...................        264         9         3.44             -          -            -
                                           --------   -------                   --------    -------
         Total interest-bearing
             liabilities................     22,849     1,046         4.58        15,327        815         5.32
                                                      -------                               -------

Noninterest-bearing liabilities.........      6,799                                4,922
Stockholders' equity....................      4,181                                4,202
                                           --------                             --------
         Total liabilities and
             stockholders' equity.......   $ 33,829                             $ 24,451
                                           ========                             ========

Net interest income.....................              $ 1,473                               $   940
                                                      =======                               =======

Interest-rate spread....................                              3.27%                                 2.40%
                                                                      ====                                  ====

Net interest margin (3).................                              4.59%                                 4.13%
                                                                      ====                                  ====

Ratio of average interest-earning
     assets to average interest-bearing
     liabilities........................       1.40                                 1.48
                                               ====                                 ====

<FN>
(1)  There were no nonaccruing loans during the periods presented.
(2)  Other  interest-earning  assets included  federal funds sold,  Federal Home
     Loan Bank stock and time deposits.  (3) Net interest margin is net interest
     income divided by total interest-earning assets.
</FN>
</TABLE>


                                       12
<PAGE>



Rate/Volume Analysis

     The following  table sets forth certain  information  regarding  changes in
interest  income  and  interest  expense  for the  periods  indicated.  For each
category   of   interest-earning   assets  and   interest-bearing   liabilities,
information is provided on changes  attributable  to (1) changes in rate (change
in rate  multiplied by prior  volume),  (2) changes in volume  (change in volume
multiplied  by prior  rate)  and (3)  changes  in  rate-volume  (change  in rate
multiplied  by  change  in  volume).

<TABLE>
Year Ended December 31, 2001 vs. 2000:
                                                                                      Increase (Decrease) Due to
                                                                                 ------------------------------------

                                                                                                      Rate/
                                                                                  Rate    Volume     Volume     Total
                                                                                  ----    ------     ------     -----
                                                                                             (In thousands)
<S>                                                                              <C>     <C>          <C>     <C>
Interest-earning assets:
    Loans....................................................................    $ (73)  $ 1,152      $(76)   $ 1,003
    Securities...............................................................        7      (185)       (3)      (181)
    Other interest-earning assets............................................      (57)       (1)        -        (58)
                                                                                 -----   -------      ----    -------

      Total..................................................................     (123)      966       (79)       764
                                                                                 -----     -----      ----    -------

Interest-bearing liabilities:
    Deposits:
      Savings, demand, money-market and NOW deposits.........................      (59)       79       (22)        (2)
      Time deposits..........................................................      (65)      324       (35)       224
      Other borrowings.......................................................        -         -         9          9
                                                                                 -----   -------      ----    -------

      Total..................................................................     (124)      403       (48)       231
                                                                                 -----   -------      ----    -------

Net change in net interest income............................................    $   1   $   563      $(31)   $   533
                                                                                 =====   =======      ====    =======
</TABLE>


<TABLE>
Year Ended December 31, 2000 vs. 1999:
                                                                                       Increase (Decrease) Due to
                                                                                  -----------------------------------
                                                                                                      Rate/
                                                                                  Rate    Volume     Volume     Total
                                                                                  ----    ------     ------     -----
                                                                                             (In thousands)
<S>                                                                             <C>      <C>          <C>      <C>
Interest-earning assets:
    Loans....................................................................   $    9   $   903      $ 57     $  969
    Securities...............................................................       14       232        15        261
    Other interest-earning assets............................................       14        35         4         53
                                                                                ------   -------      ----     ------

      Total..................................................................       37     1,170        76      1,283
                                                                                ------   -------      ----     ------

Interest-bearing liabilities:
    Deposits:
      Savings, demand, money-market and NOW deposits.........................       48        58        35        141
      Time deposits..........................................................       27       369       106        502
                                                                                ------   -------      ----     ------
      Total..................................................................       75       427       141        643
                                                                                ------   -------      ----     ------

Net change in net interest income............................................   $  (38)  $   743      $(65)    $  640
                                                                                ======   =======      ====     ======
</TABLE>


                                       13
<PAGE>



Comparison of Years Ended December 31, 2001 and 2000

     General. Net loss for the year ended December 31, 2001, was $49,000 or $.10
        per basic and diluted  share  compared to net loss  $227,000 or $.46 per
        basic and  diluted  share for the year ended  December  31,  2000.  This
        improvement in net operating results was primarily due to an increase in
        net  interest  income and  noninterest  income,  partially  offset by an
        increase in noninterest  expenses and the provision for loan losses, all
        as a result of our growth.

     Interest  Income.  Interest  income  increased to $2.5 million for the year
        ended  December 31, 2001,  from $1.8 million for the year ended December
        31, 2000.  Interest  income on loans increased to $2.1 million from $1.1
        million due to an increase in the average loan portfolio balance for the
        year ended  December  31,  2001,  partially  offset by a decrease in the
        weighted-average  yield  earned on the  portfolio to 8.63% for 2001 from
        9.25% for 2000. Interest on securities  decreased to $0.3 million due to
        a decrease in the average securities  balance in 2001,  partially offset
        by an increase in the average  yield  earned from 5.99% in 2000 to 6.08%
        in 2001.  Interest on other  interest-earning  assets  decreased to $0.1
        million  primarily  due to a  decrease  in  the  average  balance  and a
        decrease in the weighted-average yield earned on those assets.

     Interest Expense.  Interest expense  increased to $1.0 million in 2001 from
        $0.8 million in 2000. Interest expense increased due to the $7.3 million
        growth in average interest-bearing  deposits in 2001, despite a decrease
        in the weighted-average rate paid on deposits.

     Provision for Loan  Losses.  The  provision  for loan losses was charged to
        operations to bring the total allowance to a level deemed appropriate by
        management and is based upon historical  experience,  the volume and the
        type  of  lending  conducted  by  FPB  Bancorp.  In  addition,  industry
        standards,   the  amounts  of  nonperforming   loans,  general  economic
        conditions,  particularly  as they  relate  to market  areas,  and other
        factors  related  to the  collectibility  of  our  loan  portfolio  were
        considered.  The  provision for loan losses  increased  from $162,000 in
        2000 to $202,000 in 2001.  The increase  was due to primarily  the $14.4
        million  increase  in the loan  portfolio  during  the year.  Management
        believes  that the  allowance for loan losses of $359,000 is adequate at
        December 31, 2001.

     Noninterest Income.  Noninterest  income increased from $141,000 in 2000 to
        $214,000 in 2001. This was primarily due to increased service charges on
        deposit accounts in 2001, compared to 2000.

     Noninterest Expense.  Total  noninterest  expense increased to $1.6 million
        for the year ended December 31, 2001,  compared to $1.3 million in 2000.
        This  was  primarily  due to  increases  in  employee  compensation  and
        benefits  and  occupancy  and  equipment  expense all due to the overall
        growth of FPB Bancorp.

     Income Taxes.  The income tax benefit was  $136,000 (an  effective  rate of
        37.5%) for 2000 compared to a $23,000 (an  effective  rate of 31.9%) for
        2001.  It is  management's  belief  that it is more  likely than not the
        benefit and  deferred  tax asset  recognized  will be realized in future
        periods.  FPB Bancorp has shown improvement in its operating results and
        achieved  profitability  during the three  months  ended March 31, 2002,
        primarily as a result of FPB Bancorp's increase in asset size during the
        year ended  December 31, 2001.  Due to the increase in its average asset
        size, FPB Bancorp  currently  expects this trend to continue in 2002 and
        beyond, and therefore  management  believes that no valuation  allowance
        for the realization of the deferred tax asset is necessary.




                                       14
<PAGE>



Impact of Inflation and Changing Prices

     The  financial  statements  and  related  data  presented  herein have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America,  which requires the measurement of financial  position
and  operating  results  in terms of  historical  dollars,  without  considering
changes in the relative  purchasing  power of money over time due to  inflation.
Unlike  most  industrial   companies,   substantially  all  of  our  assets  and
liabilities  are  monetary in nature.  As a result,  interest  rates have a more
significant  impact on our  performance  than the  effects of general  levels of
inflation.  Interest rates do not  necessarily  move in the same direction or in
the same  magnitude as the prices of goods and  services,  since such prices are
affected by inflation to a larger extent than interest rates.

Impact of Accounting Pronouncements

     Business Combinations and Goodwill and Other Intangible Assets. On July 20,
2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "
Goodwill and Other  Intangible  Assets." SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations  initiated after June
30, 2001, as well as all purchase method business  combinations  completed after
June 30,  2001.  SFAS No. 141 also  specifies  the  criteria  intangible  assets
acquired in a purchase  method business  combination  must meet to be recognized
and reported  apart from  goodwill.  SFAS No. 142 will require that goodwill and
intangible  assets with  indefinite  useful  lives no longer be  amortized,  but
instead tested for impairment at least annually in accordance with the provision
of SFAS No. 142.  SFAS No. 142 will also  require  that  intangible  assets with
definite useful lives be amortized over their respective estimated useful lives,
and reviewed for impairment in accordance with SFAS No. 121. "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."

     SFAS No. 142 requires that goodwill and any intangible assets determined to
have an  indefinite  useful  life  that  are  acquired  in a  purchase  business
combination  completed  after  June 30,  2001  will not be  amortized,  but will
continue to be evaluated  for  impairment  in  accordance  with the  appropriate
pre-SFAS No. 142 accounting literature.  Goodwill and intangible assets acquired
in  business  combinations  completed  before  July 1, 2001 will  continue to be
amortized prior to the adoption of SFAS No. 142.

     FPB  Bancorp  is  required  to  adopt  the   provisions  of  SFAS  No.  141
immediately.  The  initial  adoption  of SFAS No.  141 has no  impact on the FPB
Bancorp's consolidated financial statements. SFAS No. 142 will be adopted by FPB
Bancorp on January 1, 2002.  FPB Bancorp  currently has no recorded  goodwill or
intangible assets.

Impairment or Disposal of Long-Lived Assets

     In October  of 2001,  the FASB  issued  SFAS No.  144  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets."  SFAS No. 144 is effective  for
fiscal  years  beginning  after  December  15, 2001 and was written to provide a
single model for the disposal of long-lived assets. SFAS No. 144 supersedes SFAS
No. 121,  "Accounting  for  Impairment of Long-Lived  Assets and for  Long-Lived
Assets  to be  Disposed  of" and  the  accounting  and  reporting  provision  of
Accounting Principles Board Opinion No. 30," Reporting the Results of Operations
-  Reporting  the  Effects  of  Disposal  of  a  Segment  of  a  Business,   and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions." The
FPB Bancorp adopted the provision of SFAS No. 144 effective January 1, 2002. The
implementation  of this statement has not had a material effect on FPB Bancorp's
financial position, results of operations or cash flows.



                                       15
<PAGE>



                        FPB BANCORP, INC. AND SUBSIDIARY

                   Index to Consolidated Financial Statements


                                                                           Page
                                                                           ----

Independent Auditors' Report................................................F-2

Consolidated Balance Sheets, December 31, 2001 and 2000.....................F-3

Consolidated Statements of Operations for the Years Ended
         December 31, 2001 and 2000.........................................F-4

Consolidated Statements of Stockholders' Equity for the
         Years Ended December 31, 2001 and 2000.............................F-5

Consolidated Statements of Cash Flows for the Years Ended
         December 31, 2001 and 2000.........................................F-6

Notes to Consolidated Financial Statements for the Years Ended
         December 31, 2001 and 2000 and the Years Then Ended...........F-7-F-22



     All schedules are omitted  because of the absence of the  conditions  under
which they are required or because the required  information  is included in the
Consolidated Financial Statements and related Notes.



                                      F-1
<PAGE>


                          Independent Auditors' Report



Board of Directors
FPB Bancorp, Inc.
Port St. Lucie, Florida:

     We  have  audited  the  accompanying  consolidated  balance  sheets  of FPB
Bancorp,  Inc. and Subsidiary (the "Company") at December 31, 2001 and 2000, and
the related  consolidated  statements of operations,  stockholders'  equity, and
cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of the Company
at December 31, 2001 and 2000,  and the results of its  operations  and its cash
flows for the  years  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.





HACKER, JOHNSON & SMITH PA
Fort Lauderdale, Florida
February 4, 2002

                                      F-2
<PAGE>
<TABLE>


                        FPB BANCORP, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets
                     ($ in thousands, except share amounts)

                                                                                                              At December 31,
                                                                                                              ---------------
     Assets                                                                                              2001                 2000
                                                                                                         ----                 ----
<S>                                                                                                   <C>                     <C>
Cash and due from banks ..................................................................            $  2,095                1,494
Federal funds sold .......................................................................                 353                2,886
                                                                                                      --------             --------

              Total cash and cash equivalents ............................................               2,448                4,380

Time deposit .............................................................................                 100                  100
Securities available for sale ............................................................               4,496                6,987
Securities held to maturity ..............................................................                 983                    -
Loans, net of allowance for loan losses of  $359 and $201 ................................              32,215               17,965
Premises and equipment, net ..............................................................                 616                  366
Federal Home Loan Bank stock, at cost ....................................................                  80                   29
Accrued interest receivable ..............................................................                 211                  201
Deferred income taxes ....................................................................                 444                  418
Other assets .............................................................................                 113                   86
                                                                                                      --------             --------

              Total assets ...............................................................            $ 41,706               30,532
                                                                                                      ========             ========

    Liabilities and Stockholders' Equity

Liabilities:
    Noninterest-bearing demand deposits ..................................................               6,825                6,298
    Savings, NOW and money-market deposits ...............................................              11,256                6,775
    Time deposits ........................................................................              15,912               12,741
                                                                                                      --------             --------

              Total deposits .............................................................              33,993               25,814

    Federal funds purchased ..............................................................               1,500                    -
    Federal Home Loan Bank advance .......................................................               1,000                    -
    Notes payable ........................................................................                 342                    -
    Official checks ......................................................................                 742                  534
    Other liabilities ....................................................................                  39                   40
                                                                                                      --------             --------

              Total liabilities ..........................................................              37,616               26,388
                                                                                                      --------             --------
Commitments and contingencies (Notes 4 and 8)

Stockholders' equity:
    Preferred stock, $.01 par value; 1,000,000 shares authorized,
         no shares issued or outstanding .................................................                   -                    -
    Common stock, $.01 par value; 5,000,000 shares authorized,
         489,410 shares issued and outstanding ...........................................                   5                    5
    Additional paid-in capital ...........................................................               4,846                4,846
    Accumulated deficit ..................................................................                (761)                (712)
    Accumulated other comprehensive income ...............................................                   -                    5
                                                                                                      --------             --------

              Total stockholders' equity .................................................               4,090                4,144
                                                                                                      --------             --------

              Total liabilities and stockholders' equity .................................            $ 41,706               30,532
                                                                                                      ========             ========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                      F-3
<PAGE>
<TABLE>


                        FPB BANCORP, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations
                     ($ in thousands, except share amounts)
                                                                                           Year Ended December 31,
                                                                                           -----------------------
                                                                                          2001                2000
                                                                                          ----                ----
<S>                                                                                    <C>                     <C>
Interest income:
    Loans.......................................................................       $    2,105              1,102
    Securities..................................................................              293                474
    Other.......................................................................              121                179
                                                                                       ----------           --------

              Total interest income.............................................            2,519              1,755
                                                                                       ----------           --------

Interest expense:
    Deposits  ..................................................................            1,037                815
    Other.......................................................................                9                  -
                                                                                       ----------           --------


              Total interest expense............................................            1,046                815
                                                                                       ----------           --------

Net interest income.............................................................            1,473                940

              Provision for loan losses.........................................              202                162
                                                                                       ----------           --------

Net interest income after provision for loan losses.............................            1,271                778
                                                                                       ----------           --------

Noninterest income:
    Service charges and fees on deposit accounts................................              179                122
    Other fees..................................................................               22                 15
    Other.......................................................................               13                  4
                                                                                       ----------           --------

              Total noninterest income..........................................              214                141
                                                                                       ----------           --------

Noninterest expenses:
    Salaries and employee benefits..............................................              654                537
    Occupancy and equipment.....................................................              322                259
    Advertising.................................................................               68                 82
    Professional fees...........................................................              114                 68
    Data processing.............................................................              111                 62
    Insurance expense...........................................................               24                 28
    Supplies  ..................................................................               45                 25
    Other.......................................................................              219                221
                                                                                       ----------           --------

              Total noninterest expenses........................................            1,557              1,282
                                                                                       ----------           --------

Loss before income tax benefit..................................................              (72)              (363)

    Income tax benefit..........................................................              (23)              (136)
                                                                                       ----------           --------

Net loss .......................................................................       $      (49)             (227)
                                                                                       ==========           ========

Loss per share basic and diluted................................................       $     (.10)              (.46)
                                                                                       ==========           ========

Weighted-average number of shares, basic and diluted............................          489,410            489,410
                                                                                       ==========           ========
</TABLE>


See Accompanying Notes to Consolidated Financial Statements.


                                      F-4
<PAGE>
<TABLE>


                        FPB BANCORP, INC. AND SUBSIDIARY

                 Consolidated Statements of Stockholders' Equity

                     Years Ended December 31, 2001 and 2000
                     ($ in thousands, except share amounts)



                                                                                                     Accumulated
                                                                                                        Other
                                                                                                       Compre-
                                            Common Stock            Additional                         hensive          Total
                                        ---------------------         Paid-In     Accumulated          Income       Stockholders'
                                        Shares         Amount         Capital        Deficit           (Loss)          Equity
                                        ------         ------       -----------   --------------     -----------    -------------

<S>                                     <C>             <C>            <C>            <C>                <C>            <C>
Balance at December 31, 1999........    489,410         $ 5            4,846          (485)              (42)           4,324
                                                                                                                    -------------

Comprehensive income (loss):

         Net loss...................       -              -              -            (227)                -             (227)

         Net unrealized gain on
             securities available
             for sale, net of
             tax of $27.............       -              -              -               -                47               47
                                                                                                                    -------------

         Comprehensive income
             (loss).................                                                                                     (180)
                                        -------        ------       -----------   --------------     -----------    -------------

Balance at December 31, 2000........    489,410           5            4,846          (712)                5            4,144
                                                                                                                    -------------

Comprehensive income (loss):

         Net loss...................       -               -             -             (49)                -              (49)

         Net unrealized gain on
             securities available
             for sale, net of
             tax of $3..............       -               -             -               -                (5)              (5)
                                                                                                                    -------------

         Comprehensive income
             (loss).................                                                                                      (54)
                                        -------        ------       -----------   --------------     -----------    -------------

Balance at December 31, 2001........    489,410        $  5            4,846          (761)                -            4,090
                                        =======        ======       ===========   ==============     ===========    =============
</TABLE>



See Accompanying Notes to Consolidated Financial Statements.


                                      F-5
<PAGE>
<TABLE>


                        FPB BANCORP, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
                                ($ in thousands)

                                                                                                            Year Ended December 31,
                                                                                                            -----------------------
                                                                                                            2001               2000
                                                                                                            ----               ----
<S>                                                                                                      <C>                   <C>
Cash flows from operating activities:
    Net loss ...................................................................................         $    (49)             (227)
    Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities:
         Depreciation ..........................................................................               92                81
         Provision for loan losses .............................................................              202               162
         Credit for deferred income taxes ......................................................              (23)             (136)
         Net amortization of loan fees .........................................................               14                34
         Net amortization of securities ........................................................              (18)               (9)
         Increase in accrued interest receivable ...............................................              (10)             (113)
         Increase in other assets ..............................................................              (27)              (34)
         Increase in official checks and other liabilities .....................................              207                20
                                                                                                         --------          --------

                  Net cash provided by (used in) operating activities ..........................              388              (222)
                                                                                                         --------          --------

Cash flows from investing activities:
    Purchase of securities available for sale ..................................................           (5,122)           (2,487)
    Purchase of securities held to maturity ....................................................           (1,004)                -
    Maturities and calls of securities available for sale ......................................            7,500                 -
    Principal payments of securities available for sale ........................................              124             2,997
    Principal payments of held to maturity securities ..........................................               20                 -
    Net increase in loans ......................................................................          (14,466)          (11,631)
    Purchase of Federal Home Loan Bank stock ...................................................              (51)                -
    Purchase of premises and equipment .........................................................             (342)              (52)
                                                                                                         --------          --------

                  Net cash used in investing activities ........................................          (13,341)          (11,173)
                                                                                                         --------          --------

Cash flows from financing activities:
    Net increase in deposits ...................................................................            8,179            14,017

    Increase in other borrowings ...............................................................            1,500                 -
    Increase in Federal Home Loan Bank advance .................................................            1,000                 -
    Increase in notes payable ..................................................................              342                 -
                                                                                                         --------          --------


                  Net cash provided by financing activities ....................................           11,021            14,017

Net (decrease) increase in cash and cash equivalents ...........................................           (1,932)            2,622

Cash and cash equivalents at beginning of period ...............................................            4,380             1,758
                                                                                                         --------          --------

Cash and cash equivalents at end of period .....................................................         $  2,448             4,380
                                                                                                         ========          ========

Supplemental disclosure of cash flow information: Cash paid during the year for:
         Interest ..............................................................................         $  1,033               807
                                                                                                         ========          ========

         Income taxes ..........................................................................         $      -                 -
                                                                                                         ========          ========
    Noncash transactions:
         Accumulated other comprehensive income (loss),
              change in unrealized gain or loss on securities
              available for sale, net of tax ...................................................         $     (5)               47
                                                                                                         ========          ========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                      F-6
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

               December 31, 2001 and 2000 and the Years Then Ended


(1)  Summary of Significant Accounting Policies
     Organization.  FPB Bancorp, Inc. (the "Holding Company") owns 100% of First
        Peoples Bank (the "Bank")  (collectively  referred to as the "Company").
        On  October  17,  2001,  the  Bank's  stockholders  approved  a plan  of
        corporate   reorganization   under   which  the  Bank  would   become  a
        wholly-owned subsidiary of the Holding Company. On December 3, 2001, the
        Holding  Company  became  effective  and all of the Bank's  stockholders
        exchanged  their common shares for shares of the Holding  Company.  As a
        result,  489,410  shares of previously  issued common shares of the Bank
        were  exchanged for 489,410  common shares of the Holding  Company.  The
        book  value per share of the Bank stock is  identical  to the book value
        per share of the Holding  Company stock after the exchange.  The Holding
        Company's  acquisition of the Bank has been accounted for using a method
        similar to a pooling of interests and,  accordingly,  the financial data
        for  periods  presented  include  the  results of the Bank.  The Holding
        Company  operates as a one-bank  holding  company and its only  business
        activity is the operation of the Bank.

        The Bank is a state (Florida)-chartered commercial bank and its deposits
        are  insured by the  Federal  Deposit  Insurance  Corporation.  The Bank
        offers a  variety  of  community  banking  services  to  individual  and
        corporate  customers  through  its  banking  office  located in Port St.
        Lucie, Florida.

        The following is a description of the  significant  accounting  policies
        and practices followed by the Company, which conform with the accounting
        principles  generally  accepted  in the  United  States of  America  and
        prevailing practices within the banking industry.

     Basis of Presentation.  The consolidated  financial  statements include the
        Company and its subsidiary.  All significant  intercompany  accounts and
        transactions have been eliminated in consolidation.

     Useof  Estimates.   In  preparing   consolidated  financial  statements  in
        conformity with accounting  principles  generally accepted in the United
        States  of  America,  management  is  required  to  make  estimates  and
        assumptions  that affect the reported  amounts of assets and liabilities
        as of the date of the balance sheet and reported amounts of revenues and
        expenses during the reporting  period.  Actual results could differ from
        those estimates. Material estimates that are particularly susceptible to
        significant  change in the near term relate to the  determination of the
        allowance for loan losses and deferred tax assets.

     Cash and Cash Equivalents.  For purposes of the consolidated  statements of
        cash flows, cash and cash equivalents include cash and balances due from
        banks and federal funds sold, both of which mature within ninety days.

                                                                     (continued)

                                      F-7
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(1)  Summary of Significant Accounting Policies, Continued
     Securities.  Securities  may be  classified  as  either  trading,  held  to
        maturity or available for sale.  Trading securities are held principally
        for  resale and  recorded  at their fair  values.  Unrealized  gains and
        losses on trading  securities  are included  immediately  in operations.
        Held-to-maturity securities are those which the Company has the positive
        intent and ability to hold to  maturity  and are  reported at  amortized
        cost. Available-for-sale securities consist of securities not classified
        as trading  securities nor as  held-to-maturity  securities.  Unrealized
        holding gains and losses, net of tax, on  available-for-sale  securities
        are reported as a net amount in other comprehensive income (loss). Gains
        and losses on the sale of  available-for-sale  securities are determined
        using the  specific-identification  method.  Premiums  and  discounts on
        securities are recognized in interest  income using the interest  method
        over the period to maturity.

     Loans.  Loans  management  has the  intent  and  ability  to  hold  for the
        foreseeable  future or until  maturity or pay-off are  reported at their
        outstanding  principal  adjusted for any charge-offs,  the allowance for
        loan losses, and any deferred fees or costs.

        Commitment fees, loan  origination  fees and certain direct  origination
        costs are  capitalized  and  recognized as an adjustment of the yield of
        the related loan.

        The accrual of interest on loans is discontinued at the time the loan is
        ninety days  delinquent  unless the loan is well  collateralized  and in
        process of collection.  In all cases,  loans are placed on nonaccrual or
        charged-off at an earlier date if collection of principal or interest is
        considered doubtful.

        All  interest  accrued  but not  collected  for loans that are placed on
        nonaccrual or  charged-off  is reversed  against  interest  income.  The
        interest  on  these  loans  is  accounted  for  on  the   cash-basis  or
        cost-recovery method, until qualifying for return to accrual.  Loans are
        returned to accrual  status when all the principal and interest  amounts
        contractually due are brought current and future payments are reasonably
        assured.

     Allowance for Loan Losses.  The allowance for loan losses is established as
        losses are  estimated  to have  occurred  through a  provision  for loan
        losses  charged to  operations.  Loan  losses are  charged  against  the
        allowance  when  management  believes  the  uncollectibility  of a  loan
        balance is confirmed. Subsequent recoveries, if any, are credited to the
        allowance.

        The  allowance  for loan  losses  is  evaluated  on a  regular  basis by
        management  and  is  based  upon  management's  periodic  review  of the
        collectibility  of the  loans  in light of  historical  experience,  the
        nature and volume of the loan  portfolio,  adverse  situations  that may
        affect  the  borrower's  ability  to  repay,   estimated  value  of  any
        underlying   collateral  and  prevailing   economic   conditions.   This
        evaluation is inherently  subjective as it requires  estimates  that are
        susceptible  to  significant   revision  as  more  information   becomes
        available.


                                                                     (continued)

                                      F-8
<PAGE>

                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(1)  Summary of Significant Accounting Policies, Continued
     Allowance for Loan Losses,  Continued.  A loan is considered impaired when,
        based on current information and events, it is probable that the Company
        will be unable  to  collect  the  scheduled  payments  of  principal  or
        interest  when  due  according  to the  contractual  terms  of the  loan
        agreement.  Factors  considered by management in determining  impairment
        include  payment  status,  collateral  value,  and  the  probability  of
        collecting  scheduled  principal and interest  payments when due.  Loans
        that  experience  insignificant  payment  delays and payment  shortfalls
        generally are not  classified  as impaired.  Management  determines  the
        significance of payment delays and payment  shortfalls on a case-by-case
        basis,  taking into  consideration all of the circumstances  surrounding
        the loan and the  borrower,  including  the  length  of the  delay,  the
        reasons for the delay,  the  borrower's  prior payment  record,  and the
        amount of the shortfall in relation to the principal and interest  owed.
        Impairment is measured on a loan by loan basis for  commercial  loans by
        either the present value of expected future cash flows discounted at the
        loan's effective  interest rate, the loan's  obtainable market price, or
        the fair value of the collateral if the loan is collateral dependent.

        Large  groups of  smaller  balance  homogeneous  loans are  collectively
        evaluated for impairment.  Accordingly,  the Company does not separately
        identify  individual  consumer  and  residential  loans  for  impairment
        disclosures.

     Premises and Equipment.  Land is stated at cost. Leasehold improvements and
        furniture,  fixtures and equipment  are stated at cost less  accumulated
        depreciation and amortization. Depreciation and amortization expense are
        computed  using the  straight-line  method over the shorter of the lease
        term or the  estimated  useful  life of each  type of  asset.  Leasehold
        improvements  are  being  amortized  using  estimated  lives  of five to
        fifteen years.  Furniture,  fixtures and equipment are being depreciated
        using estimated lives of three to fifteen years.

     Transfer of Financial  Assets.  Transfers of financial assets are accounted
        for as sales, when control over the assets has been surrendered. Control
        over transferred  assets is deemed to be surrendered when (1) the assets
        have been  isolated  from the Company,  (2) the  transferee  obtains the
        right (free of  conditions  that  constrain it from taking  advantage of
        that right) to pledge or exchange the  transferred  assets,  and (3) the
        Company does not maintain  effective control over the transferred assets
        through an agreement to repurchase them before their maturity.

     Income Taxes.  Deferred  income tax assets and  liabilities are recorded to
        reflect the tax  consequences  on future years of temporary  differences
        between revenues and expenses reported for financial statement and those
        reported for income tax  purposes.  Deferred tax assets and  liabilities
        are  measured  using the enacted tax rates  expected to apply to taxable
        income in the years in which those temporary differences are expected to
        be realized or settled. Valuation allowances are provided against assets
        which are not likely to be realized.


                                                                     (continued)

                                      F-9
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(1)  Summary of Significant Accounting Policies, Continued
     Stock-Based  Compensation.  Statement  of  Financial  Accounting  Standards
        (SFAS) No. 123, Accounting for Stock-Based Compensation,  encourages all
        entities to adopt a fair value based method of  accounting  for employee
        stock compensation plans,  whereby  compensation cost is measured at the
        grant  date based on the value of the award and is  recognized  over the
        service period,  which is usually the vesting period.  However,  it also
        allows an entity to  continue  to  measure  compensation  cost for those
        plans using the intrinsic value based method of accounting prescribed by
        Accounting  Principles Board Opinion No. 25, Accounting for Stock Issued
        to Employees,  whereby  compensation  cost is the excess, if any, of the
        quoted market price of the stock at the grant date (or other measurement
        date) over the amount an employee  must pay to acquire the stock.  Stock
        options  issued  under the Bank's  stock  option plan have no  intrinsic
        value at the grant date, and under Opinion No. 25 no  compensation  cost
        is  recognized  for them.  The Company has elected to continue  with the
        accounting  methodology in Opinion No. 25 and, as a result, has provided
        proforma   disclosures  of  net  loss  and  loss  per  share  and  other
        disclosures,  as if the fair value based method of  accounting  had been
        applied.

     Off-Balance-Sheet  Instruments.  In the  ordinary  course of  business  the
        Company  has  entered  into   off-balance-sheet   financial  instruments
        consisting of unfunded loan  commitments,  available lines of credit and
        standby  letters of credit.  Such financial  instruments are recorded in
        the consolidated financial statements when they are funded.

     Loss Per  Share.  Basic  loss per  share is  computed  on the  basis of the
        weighted-average number of common shares outstanding.  Outstanding stock
        options and warrants  are not  dilutive due to the net loss  incurred by
        the Company.

     Fair Values of Financial Instruments. The following methods and assumptions
        were  used  by the  Company  in  estimating  fair  values  of  financial
        instruments disclosed herein:

         Cash  and  Cash  Equivalents.  The  carrying  amounts  of cash and cash
         equivalents approximate their fair value.

         Securities.  Fair  values  for  securities  are based on quoted  market
         prices,  where  available.  If quoted market prices are not  available,
         fair  values  are  based  on  quoted   market   prices  of   comparable
         instruments.

         Loans.  For  variable-rate  loans that reprice  frequently  and have no
         significant  change in credit  risk,  fair values are based on carrying
         values. Fair values for certain fixed-rate  mortgage (e.g.  one-to-four
         family  residential),  commercial real estate and commercial  loans are
         estimated  using  discounted  cash flow analyses,  using interest rates
         currently  being  offered for loans with similar  terms to borrowers of
         similar credit quality.

         Federal Home Loan Bank Stock.  Fair value of the Bank's  investment  in
         Federal Home Loan Bank stock is based on its redemption value, which is
         its cost of $100 per share.

         Deposit  Liabilities.  The  fair  values  disclosed  for  demand,  NOW,
         money-market  and savings  deposits  are, by  definition,  equal to the
         amount payable on demand at the reporting date (that is, their carrying
         amounts).  Fair  values for  fixed-rate  certificates  of  deposit  are
         estimated  using  a  discounted  cash  flow  calculation  that  applies
         interest rates currently being offered on certificates to a schedule of
         aggregated expected monthly maturities on time deposits.

         Accrued Interest.  The carrying amounts of accrued interest approximate
         their fair values.

                                                                     (continued)
                                      F-10
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued



(1)  Summary of Significant Accounting Policies, Continued
     Fair Values of Financial Instruments, Continued.

         Borrowings.  The carrying amount of federal funds purchased approximate
         their fair values.  Fair values of advances  from the Federal Home Loan
         Bank are estimated  using  discounted  cash flow analysis  based on the
         Company's  current  incremental  borrowing  rates for similar  types of
         borrowings.

         Off-Balance-Sheet   Instruments.   Fair  values  for  off-balance-sheet
         lending  commitments are based on fees currently  charged to enter into
         similar  agreements,  taking into  account the  remaining  terms of the
         agreements and the counterparties' credit standing.

     Advertising. The Company expenses all media advertising as incurred.

     Comprehensive Income (Loss).  Accounting  principles generally require that
        recognized revenue, expenses, gains and losses be included in net income
        (loss).  Although  certain  changes in assets and  liabilities,  such as
        unrealized  gains  and  losses  on  available-for-sale  securities,  are
        reported as a separate  component  of the equity  section of the balance
        sheet, such items,  along with net loss, are components of comprehensive
        income (loss).

     Reclassification.  Certain  amounts in the 2000 financial  statements  have
        been reclassified to conform with 2001 presentation.









                                      F-11
<PAGE>

<TABLE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(2)  Securities
     Securities have been  classified  according  to  management's  intent.  The
        carrying  amount of securities  and their fair values are as follows (in
        thousands):

                                                                                    Gross          Gross
                                                                   Amortized     Unrealized     Unrealized        Fair
                                                                      Cost          Gains         Losses         Value
                                                                      ----          -----         ------         ------
<S>                                                                 <C>               <C>            <C>          <C>
         At December 31, 2001:
           Securities available for sale:
              U.S. Government agency securities...............      $ 3,478           35             (32)         3,481
              Mortgage-backed securities......................        1,018            8             (11)         1,015
                                                                      -----          ---             ---          -----

                  Total securities available for sale.........      $ 4,496           43             (43)         4,496
                                                                      =====          ===             ===          =====

           Securities held to maturity-
              Mortgage-backed securities......................      $   983            -             (20)           963
                                                                      =====          ===             ===          =====

         At December 31, 2000:
           Securities available for sale:
              U.S. Treasury securities........................        1,998            -              (2)         1,996
              U.S. Government agency securities...............        4,981           10               -          4,991
                                                                      -----          ---             ---          -----

                  Total securities available for sale.........      $ 6,979           10              (2)         6,987
                                                                      =====          ===             ===          =====
</TABLE>

     There were no sales of securities in 2001 or 2000.

     The scheduled  maturities of securities at December 31, 2001 are as follows
(in thousands):

<TABLE>

                                                                    Available for Sale              Held to Maturity
                                                                   Amortized       Fair          Amortized         Fair
                                                                     Cost         Value            Cost           Value
                                                                   ---------      -----          ---------        -----

<S>                                                                 <C>            <C>
              U.S. Government agency securities due
                  from one to five years......................      $ 3,478        3,481               -              -
              Mortgage-backed securities......................        1,018        1,015             983            963
                                                                      -----        -----             ---            ---

                                                                    $ 4,496        4,496             983            963
                                                                      =====        =====             ===           ====
</TABLE>

     At December 31, 2001  securities  with a carrying value of $1,279,000  were
        pledged to the State of Florida as collateral  for public  funds.  There
        were no securities  pledged as  collateral  for public funds at December
        31, 2000.


                                                                     (continued)


                                      F-12
<PAGE>
<TABLE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(3)  Loans
     The components of loans are as follows (in thousands):

                                                                                                        At December 31,
                                                                                                        ---------------
                                                                                                2001                          2000
                                                                                                ----                          ----

<S>                                                                                           <C>                             <C>
Commercial ...............................................................                    $ 11,667                        6,037
Commercial real estate ...................................................                      10,231                        5,668
Construction loans .......................................................                         961                          752
Consumer .................................................................                       8,472                        5,393
Residential real estate ..................................................                       1,241                          289
                                                                                              --------                     --------

             Total loans .................................................                      32,572                       18,139

Add (deduct):
    Deferred loan fees, net ..............................................                           2                           27
    Allowance for loan losses ............................................                        (359)                        (201)
                                                                                              --------                     --------

Loans, net ...............................................................                    $ 32,215                       17,965
                                                                                              ========                     ========
</TABLE>

     An analysis  of the change in the  allowance  for loan  losses  follows (in
thousands):
<TABLE>

                                                                                                   2001                        2000
                                                                                                   ----                        ----

<S>                                                                                               <C>                            <C>
Beginning balance ..........................................................                      $ 201                          60
Provision for loan losses ..................................................                        202                         162
Charge-offs ................................................................                        (44)                        (21)
Recoveries .................................................................                          -                           -
                                                                                                  -----                       -----

Ending balance .............................................................                      $ 359                         201
                                                                                                  =====                       =====
</TABLE>

     The Company had no impaired loans in 2001 or 2000.

(4)  Premises and Equipment
     A summary of premises and equipment follows (in thousands):
<TABLE>

                                                                                                              At December 31,
                                                                                                              ---------------
                                                                                                       2001                    2000
                                                                                                       ----                    ----

<S>                                                                                                    <C>
Land, future branch location .........................................................                 $ 305                      -
Leasehold improvements ...............................................................                   102                     97
Furniture, fixtures and equipment ....................................................                   424                    392
                                                                                                       -----                  -----

    Total, at cost ...................................................................                   831                    489

    Less accumulated depreciation and amortization ...................................                  (215)                  (123)
                                                                                                       -----                  -----

    Premises and equipment, net ......................................................                 $ 616                    366
                                                                                                       =====                  =====
</TABLE>

                                                                     (continued)



                                      F-13
<PAGE>

                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(4)  Premises and Equipment, Continued
     The Company currently leases its banking facility under an operating lease.
        The lease  expires in 2014 with renewal  options of two five year terms.
        Annual rental expense  increases based on the consumer price index. Rent
        expense  under the operating  lease during the years ended  December 31,
        2001 and 2000 was $107,000 and $101,000,  respectively. The Company also
        has a purchase  option which expires in 2003.  The future  minimum lease
        payments are approximately as follows (in thousands):

              Year Ending                                           Amount
              -----------                                           ------

              2002............................................      $  102
              2003............................................         103
              2004............................................         105
              2005............................................         107
              2006............................................         110
              Thereafter......................................         862
                                                                    ------

                                                                    $1,389
                                                                    ======

(5)  Deposits
     The aggregate amount  of  time  deposits  with a  minimum  denomination  of
        $100,000,  was  approximately  $5,039,000 and $2,705,000 at December 31,
        2001 and 2000, respectively.

     A  schedule of maturities of time deposits follows (in thousands):

     Year Ending
     December 31,                                                   Amount
     ------------                                                   ------

         2002..............................................       $ 11,325
         2003..............................................          4,268
         2004..............................................            204
         2005..............................................             13
                                                                         -
         2006..............................................            102
                                                                  --------

                                                                  $ 15,912

(6) Federal Home Loan Bank Advance
     At December  31, 2001,  a Federal  Home Loan Bank  ("FHLB")  advance in the
        amount of $1,000,000  was  outstanding.  The advance bears interest at a
        floating  rate based on the FHLB  Atlanta  overnight  deposit rate +.30%
        (currently  1.83%)  and  matures on  December  20,  2002.  There were no
        advances outstanding at December 31, 2000. The advance is collateralized
        by securities  available for sale with a carrying value of $2,363,503 at
        December 31, 2001 and all the Company's FHLB stock.


                                                                     (continued)

                                      F-14
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(7)  Notes Payable
     In October 2001, the Holding Company  obtained a term loan and an unsecured
        line of credit in the amounts of $305,000  and  $100,000,  respectively.
        The notes bear  interest at a rate of prime minus 1%  (currently  3.75%)
        which is payable  monthly.  The notes mature  October 9, 2002.  The term
        loan is  collateralized  by land  with a carry  value  of  $305,000.  At
        December 31, 2001, the term loan and line of credit balance  outstanding
        were $305,000 and $37,000, respectively.

(8) Financial Instruments
     The Company is a party to financial instruments with off-balance-sheet risk
        in the normal  course of  business  to meet the  financing  needs of its
        customers.  These financial  instruments are unfunded loan  commitments,
        available lines of credit and standby letters of credit and may involve,
        to varying degrees,  elements of credit and interest-rate risk in excess
        of the amount recognized in the consolidated balance sheet. The contract
        amounts  of these  instruments  reflect  the extent of  involvement  the
        Company has in these financial instruments.

     The Company's exposure to credit loss in the event of nonperformance by the
        other party to the financial instrument for commitments to extend credit
        is  represented  by the  contractual  amount of those  instruments.  The
        Company uses the same credit  policies in making  commitments as it does
        for on-balance-sheet instruments.

     Commitments to extend  credit are  agreements to lend to a customer as long
        as there is no violation of any condition  established  in the contract.
        Commitments generally have  fixed-expiration  dates or other termination
        clauses  and  may  require  payment  of  a  fee.  Because  some  of  the
        commitments  are expected to expire  without being drawn upon, the total
        commitment   amounts   do  not   necessarily   represent   future   cash
        requirements. The Company evaluates each customer's credit worthiness on
        a  case-by-case  basis.  The amount of  collateral  obtained,  if deemed
        necessary  by the  Company,  upon  extension  of  credit,  is  based  on
        management's  credit evaluation of the counterparty.  Standby letters of
        credit  and  conditional  commitments  are  issued  by  the  Company  to
        guarantee  the  performance  of a customer to a third party.  The credit
        risk involved in issuing  letters of credit is  essentially  the same as
        that included in extending loans to customers.

     The estimated fair values of the Company's  financial  instruments  were as
follows (in thousands):
<TABLE>

                                                               At December 31, 2001            At December 31, 2000
                                                             -----------------------         -------------------------
                                                             Carrying          Fair          Carrying           Fair
                                                              Amount           Value          Amount          Value
                                                              ------         ---------        ------         ----------
<S>                                                         <C>               <C>              <C>              <C>
    Financial assets:
         Cash and cash equivalents.....................     $  2,448          2,448            4,380            4,380
         Time deposit..................................          100            100              100              100
         Securities available for sale.................        4,496          4,496            6,987            6,987
         Securities held to maturity...................          983            963                -                -
         Loans, net....................................       32,215         32,729           17,965           17,892
         Federal Home Loan Bank stock..................           80             80               29               29
         Accrued interest receivable...................          211            211              201              201

    Financial liabilities:
         Deposit liabilities...........................       33,993         34,269           25,814           25,942
         Federal funds purchased.......................        1,500          1,500                -                -
         Federal Home Loan Bank advance................        1,000          1,000                -                -
         Notes payable.................................          342            342                -                -
</TABLE>


                                                                     (continued)

                                      F-15
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(8) Financial Instruments, Continued
    Standby letters of credit and commitments to extend credit  typically result
         in loans with a market  interest rate when funded.  The carrying amount
         approximates fair value. A summary of Company's  financial  instruments
         with  off  balance   sheet  risk  at  December  31,  2001  follows  (in
         thousands):
<TABLE>

                                                                                       Estimated
                                                                        Carrying         Fair
                                                                         Amount          Value
                                                                         ------          -----


<S>                                                                        <C>             <C>
              Standby letters of credit of $153...............             -               -
                                                                        =======         =======

              Unfunded loan commitments of $4,671.............             -               -
                                                                        =======         =======

              Available lines of credit of $2,229.............             -               -
                                                                        =======         =======
</TABLE>

(9)  Credit Risk
     The Company grants the  majority of its loans to borrowers  throughout  the
        Port St.  Lucie,  Florida  area.  Although the Company has a diversified
        loan portfolio, a significant portion of its borrowers' ability to honor
        their  contracts  is  dependent  upon the  economy  in Port  St.  Lucie,
        Florida.

(10)  Income Taxes
     The income tax benefit consisted of the following (in thousands):
<TABLE>

                                                                                    Years Ended December 31,
                                                                                    ------------------------
                                                                                    2001               2000
                                                                                    ----               ----
<S>                                                                                <C>                 <C>
      Deferred:
          Federal  .......................................................         $(20)               (116)
          State...........................................................           (3)                (20)
                                                                                   ----                ----

                   Total deferred.........................................         $(23)               (136)
                                                                                   ====                ====
</TABLE>

     The reasons for the differences  between the statutory  Federal  income tax
        rate and the  effective tax rate are  summarized as follows  (dollars in
        thousands):
<TABLE>

                                                                            Years Ended December 31,
                                                                            ------------------------
                                                                         2001                       2000
                                                                       --------                   --------
                                                                         % of                       % of
                                                                         Pretax                    Pretax
                                                             Amount      Loss            Amount     Loss
                                                             -------   --------          ------   --------

<S>                                                          <C>         <C>             <C>        <C>
     Income tax benefit at statutory rate................    $ (25)      (34)%           $(123)     (34)%
     (Increase) decrease resulting from:
         State taxes, net of Federal tax benefit.........       (2)       (3)              (13)      (4)
         Other...........................................        4         5                 -        -
                                                             -----      ----             -----     -----

                                                             $ (23)      (32)%           $(136)     (38)%
                                                             =====      ====             =====     ====
</TABLE>

                                                                     (continued)

                                      F-16
<PAGE>




                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(10)  Income Taxes, Continued
     The tax effects  of  temporary  differences  that give rise to  significant
        portions of the deferred tax assets and  deferred  tax  liabilities  are
        presented below (in thousands).
<TABLE>

                                                                                                                At December 31,
                                                                                                                ---------------
                                                                                                           2001                 2000
                                                                                                           ----                 ----
<S>                                                                                                        <C>                   <C>
Deferred tax asset:
    Net operating loss carryforwards .....................................................                 $448                  438
    Organizational and preopening costs ..................................................                   71                   93
    Allowance for loan losses ............................................................                   55                   22
                                                                                                           ----                 ----

             Deferred tax assets .........................................................                  574                  553
                                                                                                           ----                 ----

Deferred tax liabilities:
    Accrual to cash adjustment ...........................................................                  110                  113
    Accumulated depreciation .............................................................                   20                   19
    Unrealized gain on securities available for sale .....................................                    -                    3
                                                                                                           ----                 ----

             Deferred tax liabilities ....................................................                  130                  135
                                                                                                           ----                 ----

             Net deferred tax asset ......................................................                 $444                  418
                                                                                                           ====                 ====
</TABLE>

     At December  31,  2001,  the  Company  has the  following  approximate  net
        operating loss  carryforwards  available to offset future taxable income
        (in thousands):

              Expiration

                  2018........................................         $       5
                  2019........................................               540
                  2020........................................               619
                  2021........................................                25
                                                                       ---------

                                                                       $   1,189
                                                                       =========

                                                                     (continued)


                                      F-17
<PAGE>



                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(11)  Related Party Transactions
     Loans to officers  and  directors of the Company and entities in which they
        hold a financial interest were as follows (in thousands):

                                                      2001                 2000
                                                      ----                 ----

Balance at beginning of year ................       $   679                 201
Borrowings                                              962                 525
Repayments                                             (415)                (47)
                                                    -------             -------

Balance at end of year ......................       $ 1,226                 679
                                                    =======             =======

(12)  Stock Options
     The Company established  an  Incentive  Stock  Option Plan for officers and
        employees of the Company and reserved  97,882 shares of common stock for
        the plan.  The exercise price of the stock options is the greater of $10
        or the fair market value of the common  stock on the date of grant.  The
        options vest 33.3% during the second and third year, respectively, after
        grant and are fully  exercisable  during the fourth year after the grant
        date.  The options must be  exercised  within ten years from the date of
        grant.

    A summary of stock option follows:
<TABLE>

                                                                                 Range
                                                                                of Per       Weighted-
                                                                                 Share        Average      Aggregate
                                                                  Number of     Option       Per Share      Option
                                                                   Shares        Price        Price         Price
                                                                   ------     -----------   ----------   ------------

<S>                                                                <C>         <C>             <C>            <C>
              Outstanding at December 31, 1999................     93,030      $ 10.00         10.00          930,300
              Granted.........................................        350        10.00         10.00            3,500
              Forfeited.......................................     (1,700)       10.00         10.00          (17,000)
                                                                   ------                                     -------

              Outstanding at December 31, 2000................     91,680        10.00         10.00          916,800
              Granted.........................................      2,000        10.00         10.00           20,000
              Forfeited.......................................     (1,750)       10.00         10.00          (17,500)
                                                                  -------                                     -------

              Outstanding at December 31, 2001................     91,930      $ 10.00         10.00          919,300
                                                                   ======        =====         =====          =======
</TABLE>

     The weighted-average remaining  contractual  life of the outstanding  stock
        options  at  December  31,  2001 and 2000 was 7.5 years  and 8.5  years,
        respectively.

                                                                     (continued)

                                      F-18
<PAGE>



                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


 (12)  Stock Options, Continued
     These options became and are exercisable as follows:
<TABLE>

                                                                    Number of          Weighted-Average
       Year Ending                                                   Shares            Exercise Price
       -----------                                                   ------            --------------

<S>                                                                  <C>                   <C>
          2000 .......................................               28,693                $ 10.00
          2001 ......................................                30,560                  10.00
          2002 .......................................               31,227                  10.00
          2003 ..........................................               783                  10.00

          2004 .....................................                    667                  10.00
                                                                     ------

                                                                     91,930                $ 10.00
                                                                     ======                =======
</TABLE>

     Proforma fair value  disclosures are required if the intrinsic value method
        is being utilized.  In order to calculate the fair value of the options,
        it was assumed  that the  risk-free  interest  rate was 5.0% in 2001 and
        5.5% in 2000,  there would be no dividends  paid by the Company over the
        exercise  period,  the expected  life of the options would be the entire
        exercise period and stock volatility would be zero due to the lack of an
        active  trading  market  for  the  stock.  For  purposes  of  pro  forma
        disclosures,  the  estimated  fair value is  included  in expense in the
        period vesting occurs. The following information pertains to the options
        granted  to  purchase  common  stock ($ in  thousands,  except per share
        amounts):
<TABLE>

                                                                                                       Year Ended December 31,
                                                                                                       -----------------------
                                                                                                    2001                     2000
                                                                                                    ----                     ----
<S>                                                                                               <C>                            <C>
Grant-date fair value of options granted
    during the year ............................................................                  $      8                       1
                                                                                                  ========                  ======

Per share ......................................................................                      3.79                    4.06
                                                                                                  ========                  ======

Net losses as presented ........................................................                  $    (49)                   (227)
                                                                                                  ========                  ======

Per share ......................................................................                      (.10)                   (.46)
                                                                                                  ========                  ======

Proforma net loss ..............................................................                  $   (115)                   (336)
                                                                                                  ========                  ======

Per share ......................................................................                      (.24)                   (.69)
                                                                                                  ========                  ======
</TABLE>

(13)  Stock Warrants
     During 1999, the Company granted stock warrants to certain  shareholders to
        purchase  24,000 shares of the Company's  common stock at $10 per share.
        These  warrants  expire in 2004 and can be  redeemed  by the Company for
        $.01 with thirty days notice.

(14)  Profit Sharing Plan
     The Company  sponsors  a  section  401(k)  profit  sharing  plan  which  is
        available to all employees electing to participate.  The Company did not
        make a contribution in 2001 or 2000.

                                                                     (continued)

                                      F-19
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(15) Regulatory Matters
     The Bank is subject to certain restrictions on the amount of dividends that
        it may declare without prior regulatory approval.  At December 31, 2001,
        no  retained   earnings  were  available  for  dividends  without  prior
        regulatory approval.

     The Bank is subject to various regulatory capital requirements administered
        by the  regulatory  banking  agencies.  Failure to meet minimum  capital
        requirements  can initiate  certain  mandatory  and possibly  additional
        discretionary  actions by regulators  that, if undertaken,  could have a
        direct   material  effect  on  the  Company's   consolidated   financial
        statements.   Under  capital  adequacy  guidelines  and  the  regulatory
        framework  for prompt  corrective  action,  the Bank must meet  specific
        capital guidelines that involve  quantitative  measures of their assets,
        liabilities,  and certain  off-balance-sheet  items as calculated  under
        regulatory accounting practices.  The capital amounts and classification
        are also  subject to  qualitative  judgements  by the  regulators  about
        components, risk weightings, and other factors.

     Quantitative measures  established by regulation to ensure capital adequacy
        require the Bank to maintain  minimum amounts and percentages (set forth
        in the  following  table) of total and Tier 1 capital (as defined in the
        regulations) to risk-weighted  assets (as defined) and of Tier 1 capital
        (as defined) to average assets (as defined).  Management believes, as of
        December 31, 2001,  the Bank met all capital  adequacy  requirements  to
        which they are subject.

     As of December 31, 2001, the most recent  notification  from the regulatory
        authorities   categorized  the  Bank  as  well  capitalized   under  the
        regulatory  framework for prompt corrective action. To be categorized as
        well capitalized, an institution must maintain minimum total risk-based,
        Tier 1 risk-based,  and Tier 1 leverage  percentages as set forth in the
        following  tables.   There  are  no  conditions  or  events  since  that
        notification that management  believes have changed the Bank's category.
        The Bank's actual capital  amounts and percentages are also presented in
        the table (dollars in thousands).
<TABLE>

                                                                                                      Minimum
                                                                                                     To Be Well
                                                                                                  Capitalized Under
                                                                    For Capital Adequacy           Prompt Corrective
                                           Actual                         Purposes                Action Provisions
                              ----------------------------------------------------------------------------------------
                                       Amount             %         Amount           %           Amount           %
                                       ------          ------       ------        ------         ------         ------
<S>                                   <C>               <C>        <C>              <C>         <C>              <C>
     As of December 31, 2001:
         Total capital to Risk-
           Weighted assets..........  $ 4,277           13.03%     $ 2,623          8.00%       $ 3,284          10.00%
         Tier I Capital to Risk-
           Weighted Assets..........    3,919           11.94        1,313          4.00          1,970           6.00
         Tier I Capital
           to Total Assets..........    3,919           10.30        1,522          4.00          1,903           5.00

     As of December 31, 2000:
         Total capital to Risk-
           Weighted assets..........    4,044           21.24        1,523          8.00          1,904          10.00
         Tier I Capital to Risk-
           Weighted Assets..........    3,843           20.18          762          4.00          1,142           6.00
         Tier I Capital
           to Total Assets..........    3,843           13.11        1,173          4.00          1,466           5.00
</TABLE>

                                                                     (continued)

                                      F-20
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(16) Holding Company Financial Information
     The Holding Company's unconsolidated financial information is as follows
(in thousands):


                             Condensed Balance Sheet
<TABLE>

                                                                                                              At December 31,
                                                                                                              ---------------
                                                                                                        2001                   2000
                                                                                                        ----                    ----
                  Assets

<S>                                                                                                    <C>
Cash and cash equivalents ............................................................                 $    6                      -
Investment in subsidiary .............................................................                  4,111                  4,144
Land .................................................................................                    305                      -
Deferred income taxes ................................................................                     10                      -
                                                                                                       ------                 ------


    Total assets .....................................................................                 $4,432                  4,144
                                                                                                       ======                 ======

    Liabilities and Stockholders' Equity

Notes payable ........................................................................                    342                      -
Stockholders' equity .................................................................                  4,090                  4,144
                                                                                                       ------                 ------

    Total liabilities and stockholders' equity .......................................                 $4,432                  4,144
                                                                                                       ======                 ======
</TABLE>

                         Condensed Statement of Earnings
<TABLE>

                                                                                                              Years Ended
                                                                                                              December 31,
                                                                                                              -----------
                                                                                                     2001                      2000
                                                                                                     ----                      ----

<S>                                                                                                  <C>
Revenues .......................................................................                     $  6                         -
Expenses .......................................................................                      (27)
                                                                                                     ----                      ----


    Loss before loss of subsidiary .............................................                      (21)                        -
    Loss of subsidiary .........................................................                      (28)                     (227)
                                                                                                     ----                      ----

    Net earnings ...............................................................                     $(49)                     (227)
                                                                                                     ====                      ====
</TABLE>

                                                                     (continued)



                                      F-21
<PAGE>


                        FPB BANCORP, INC. AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


(15) Holding Company Financial Information, Continued


                        Condensed Statement of Cash Flows

<TABLE>

                                                                                                              Years Ended
                                                                                                              December 31,
                                                                                                              ------------
                                                                                                        2001                 2000
                                                                                                        ----                 ----
<S>                                                                                                    <C>                   <C>
Cash flows from operating activities:
     Net loss ........................................................................                 $ (49)                (227)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
         Undistributed loss of subsidiary ............................................                    28                  227
         Increase in deferred income taxes ...........................................                   (10)                   -
                                                                                                       -----                -----

            Net cash used in operating activities ....................................                   (31)                   -
                                                                                                       -----                -----

Cash flows used in investing activity-
     Purchase of land ................................................................                  (305)                   -
                                                                                                       -----                -----

Cash flows from financing activity-
     Increase in notes payable .......................................................                   342                    -
                                                                                                       -----                -----

Net increase in cash and cash equivalents ............................................                     6                    -

Cash and cash equivalents at beginning of the year ...................................                     -                    -
                                                                                                       -----                -----

Cash and cash equivalents at end of year .............................................                 $   6                    -
                                                                                                       =====                =====
</TABLE>













                                      F-22
<PAGE>