SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1999

                          Commission File No. 333-19201

                          THE COMMERCIAL BANCORP, INC.
                 (Name of small business issuer in its charter)

       A Florida Corporation (IRS Employer Identification No. 59-3396236)
                                258 N. Nova Road
                           Ormond Beach, Florida 32174
                                 (904) 672-3003

                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:

                                      NONE

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

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not  contained  in this  form,  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-KSB or any  amendment to
this Form 10-KSB. [ ]

Revenues for the  fiscal  year  ended  December  31,  1999:  $1,635,000

The  aggregate  market  value  of the  common  stock of the  Registrant  held by
nonaffiliates  of  the  Registrant   (362,191  shares)  on  March  1,  2000  was
approximately  $3,621,910.  As of such date, no organized trading market existed
for the common stock of the Registrant.  The aggregate market value was computed
by reference to recent trading activity of the common stock of the registrant at
$10.00 per share.  For the purposes of this  response,  directors,  officers and
holders  of 5% or more of the  Registrant's  common  stock  are  considered  the
affiliates of the Registrant at that date.

The number of shares  outstanding of the Registrant's  Common Stock, as of March
1, 2000: 475,491 shares of $0.01 par value common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

  1. Portions of the Company's 2000 Annual Report.  (Part II)

  2. Portions of Proxy Statement for the 2000 Annual Meeting of Shareholders.
     (Part III)

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                                TABLE OF CONTENTS

Consolidated--The Commercial Bancorp,  Inc. and Affiliates

   NOTE:  Certain  information  required  by Form  10-KSB is  incorporated  by
reference from the 1999 Annual Report and 2000 Annual Meeting Proxy Statement as
indicated below.  Only that information  expressly  incorporated by reference is
deemed filed with the Commission.

 PART I                                                              Page Number
                                                                     -----------
 Item 1   Business........................................................  3
 Item 2   Description of Property.........................................  8
 Item 3   Legal Proceedings...............................................  8
 Item 4   Submission of Matters to a Vote of Security Holders.............  8


 PART II

 Item 5   Market for Common Equity and Related Stockholder Matters........  8
 Item 6   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.......................................  9(1)
 Item 7   Financial Statements and Supplementary Data.....................  9(1)
 Item 8   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.............................  9


 PART III

 Item 9   Directors and Executive Officers of the Registrant..............  9(2)
 Item 10  Executive Compensation..........................................  9(2)
 Item 11  Security Ownership of Certain Beneficial Owners and Management.. 10(2)
 Item 12  Certain Relationships and Related Transactions.................. 10(2)
 Item 13  Exhibits, Financial Statement Schedules, and Reports on
            Form 8-K...................................................... 10

--------------------------------------------------------------

(1)  These items are incorporated by reference from Registrant's 1999 Annual
     Report pursuant to instruction E 2. of Form 10-KSB.

(2)  The material  required by Items 9 through 11 is hereby  incorporated by
     reference from Registrant's definitive proxy statement pursuant to
     Instruction E 3. of Form 10-KSB.

                                        2


<PAGE>



                                     PART I

ITEM 1. - BUSINESS

Description

General

The Commercial  Bancorp,  Inc. ("TCB") is a bank holding company which owns 100%
of the issued and  outstanding  common stock of The  Commercial  Bank of Volusia
County,  Ormond Beach, Florida (the  "TCB-Volusia").  TCB was incorporated under
the laws of the State of Florida on August 15,  1996 to acquire  100  percent of
the shares to be issued by TCB-Volusia  during its  organizational  stage and to
enhance  the  Bank's  ability to serve its future  customers'  requirements  for
financial  services.  TCB provides  flexibility  for  expansion of the Company's
banking  business  through  acquisition  of  other  financial  institutions  and
provision  of  additional   banking-related   services  which  the   traditional
commercial bank may not provide under present laws.

TCB-Volusia is a  state-chartered  commercial bank, which opened for business on
October  14,  1997.  TCB-Volusia  offers a wide  range of  interest-bearing  and
noninterest-bearing accounts, including commercial and retail checking accounts,
negotiable  order  of  withdrawal  ("NOW")  accounts,   money  market  accounts,
individual  retirement  accounts,  regular  interest-bearing  statement  savings
accounts,  certificates of deposit,  commercial  loans,  real estate loans, home
equity loans and consumer/installment  loans. In addition,  TCB-Volusia provides
such consumer  services as U.S. Savings Bonds,  travelers  checks,  safe deposit
boxes, bank by mail services and direct deposit services.

Market Area

The  primary  service  area for  TCB-Volusia  includes  all of  Volusia  County,
Florida.  There is a lot of competition  among  financial  institutions  in this
area.  There are 127 commercial  banking  offices and 5 savings and loan offices
within our primary  service area.  Most of these offices are branches of or are,
affiliated with major bank holding companies.

TCB-Volusia is in competition  with existing area financial  institutions  other
than commercial  banks and savings and loan  associations,  including  insurance
companies, consumer finance companies, brokerage houses, credit unions and other
business entities which have over the years,  engaged more and more in providing
services that have  historically been traditional  banking services.  Due to the
growth of the Volusia County area in general, it is anticipated that competition
will increase because of new entrants to the market.

Investments

As of December 31, 1999,  federal funds sold  comprised  approximately  4.1% and
securities available for sale comprised approximately 30.1% of TCB's assets. Net
loans  comprised  approximately  55.9% of TCB's assets at December 31, 1999. TCB
enters into Federal Funds transactions with its principal  correspondent  banks,
and acts as a seller of such funds.

Loan Portfolio

TCB-Volusia  engages  in a wide  range  of  lending  activities,  including  the
originating and purchasing of commercial,  consumer/installment  and real estate
loans.

Commercial  lending is directed  principally toward businesses whose demands for
funds fall  within our legal  lending  limits  and which are  potential  deposit
customers of the bank. This category of loans includes loans made to individual,
partnership  or  corporate  borrowers,  and  obtained  for a variety of business
purposes.  Particular  emphasis  is placed  on loans to small  and  medium-sized
businesses.  Our real estate loans consist of residential  and commercial  first
and second mortgage loans.

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Consumer  loans  consist  primarily  of  installment  loans to  individuals  for
personal,   family  and  household  purposes,   including  automobile  loans  to
individuals  and  pre-approved  lines of  credit.  This  category  of loans also
includes term loans secured by second  mortgages on the  residences of borrowers
for a variety of  purposes  including  home  improvements,  education  and other
personal expenditures.

Our general  policy is not to accrue  interest on loans  delinquent  over ninety
days unless  fully  secured and in the process of  collection.  It is our policy
that the accrued and unpaid  interest is  reversed  against  current  income and
thereafter  interest is  recognized  only to the extent  payments are  received,
while  non-accrual  loans are  restored  to  accrual  basis  when  interest  and
principal  payments  are current and  prospects  for  recovery  are no longer in
doubt.

The majority of our loans are secured by real estate in Volusia County, Florida,
where our main office is located.  Accordingly, the ultimate collectibility of a
substantial  portion of the loan  portfolio is  susceptible to changes in market
conditions in Volusia County.

Loan Loss Reserves

In  determining  the adequacy of our allowance for loan losses,  management  has
considered that as of December 31, 1999,  75.3% of outstanding  loans are in the
commercial  loan category,  including  loans secured by commercial  real estate.
Commercial  loans are generally  considered by management as having greater risk
than other  categories of loans in TCB- Volusia's loan portfolio.  However,  the
majority of these commercial loans were made on a secured basis, with collateral
consisting primarily of real estate, accounts receivable,  inventory, assignment
of mortgages and equipment.  Management  believes that the secured  condition of
the  preponderant  portion of its commercial loan portfolio  reduces the risk of
loss inherently present in commercial loans.

At December 31, 1999, our consumer loan portfolio  consisted  primarily of lines
of credit and installment loans secured by automobiles, boats and other consumer
goods.  We believe that the risk  associated  with these types of loans has been
adequately provided for in the loan loss reserve.

Residential real estate mortgage loans constitute 17.9% of outstanding  loans at
December 31, 1999. These loans are considered by management to have minimal risk
due to the fact that these loans represent conventional  residential real estate
mortgages  where the  amount of the  original  loan does not  exceed  80% of the
appraisal value of the collateral.

Our Board of Directors monitors the loan portfolio monthly in order to enable it
to  evaluate  the  adequacy of the  allowance  for loan  losses.  In addition to
reviews by  regulatory  agencies and TCB's  certified  public  accountants,  the
services of outside consultants have been engaged to assist in the evaluation of
credit  quality and loan  administration.  These  professionals  compliment  our
internal  system,  which  identifies  potential  problem  credits  as  early  as
possible, categorizes the credits as to risk and includes a reporting process to
monitor the progress of the credits.

The  allowance  for loan  losses  represents  the  cumulative  total of  monthly
provisions  for loan losses and  specific  provisions  for impaired  loans.  The
allowance  for loan losses is  established  through a provision  for loan losses
charged to expense.  Loans are charged off against the allowance when management
believes the collectibility of principal is unlikely.  The monthly provision for
loan  losses is based on  management's  judgment,  after  considering  known and
inherent risks in the portfolio,  our past loss experience,  adverse  situations
that  may  affect  the  borrower's  ability  to  repay,  assumed  values  of the
underlying  collateral securing the loans, the current and prospective financial
condition of the borrower, and the prevailing and anticipated economic condition
of the local market.

Our  allowance  for loan  losses is  maintained  at a level  which we believe is
sufficient to absorb all estimated  losses in the loan portfolio.  The allowance
for loan losses is made up of two primary  components:  (a) amounts allocated to
loans based on collateral  type and (b) amounts  allocated for loans reviewed on
an individual basis in accordance with a credit risk grading system.

                                        4


<PAGE>



Deposits

TCB-Volusia  offers a wide  range of  interest-bearing  and  noninterest-bearing
accounts, including commercial and retail checking accounts, negotiable order of
withdrawal  ("NOW")  accounts,  money  market  accounts,  individual  retirement
accounts,  regular interest-bearing  statement savings accounts and certificates
of deposit with fixed rates and a range of maturity date options. The sources of
deposits are residents, businesses and employees of businesses within our market
area, obtained through the personal  solicitation of our officers and directors,
direct mail solicitation and advertisements published in the local media. We pay
competitive  interest  rates  on time and  savings  deposits  up to the  maximum
permitted by law or  regulation.  In  addition,  we have  implemented  a service
charge fee schedule which is competitive  with other  financial  institutions in
our market area, covering such matters as maintenance fees on checking accounts,
per item processing fees, returned check charges and the like.

Data Processing

TCB-Volusia  has a data  processing  servicing  agreement with Citrus & Chemical
Bank,  Bartow,  Florida.  This servicing  agreement  provides for us with a full
range of data  processing  services,  including  an  automated  general  ledger,
deposit  accounting,  commercial,  real  estate  and  installment  lending  data
processing,  central  information  file  ("CIF")  and ATM  processing.  For this
service,  we pay a  monthly  fee  based on the  type,  kind and  volume  of data
processing services provided, priced at a stipulated rate schedule.

Employees

We currently employ 11 full-time persons, including 6 officers, and no part time
persons. Employees are hired as needed to meet company-wide needs.

Monetary Policies

The  results of our  operations  are  affected  by credit  policies  of monetary
authorities, particularly the Federal Reserve Board. The instruments of monetary
policy employed by the Federal  Reserve Board include open market  operations in
U.S.  Government  securities,  changes  in the  discount  rate  on  member  bank
borrowings,  changes in reserve  requirements  against  member bank deposits and
limitations  on interest  rates which  member  banks may pay on time and savings
deposits.  In view of changing  conditions  in the  national  economy and in the
money  market,  as  well  as  the  effect  of  action  by  monetary  and  fiscal
authorities,  including the Federal  Reserve Board, no prediction can be made as
to possible future changes in interest rates,  deposit levels,  loan demand,  or
the business and earnings of TCB-Volusia.

Supervision and Regulation

TCB and  TCB-Volusia  operate in a highly  regulated  environment.  Our business
activities,  which  are  governed  by  statute,  regulation  and  administrative
policies,  are supervised by a number of federal regulatory agencies,  including
the  Federal  Reserve  Board,  the  Florida  Department  of Banking  and Finance
("Department") and the Federal Deposit Insurance Corporation ("FDIC").

TCB is  regulated  by the Federal  Reserve  Board under the federal Bank Holding
Company  Act,  which  requires  every bank  holding  company to obtain the prior
approval of the  Federal  Reserve  Board  before  acquiring  more than 5% of the
voting shares of any bank or all or  substantially  all of the assets of a bank,
and before  merging or  consolidating  with another bank  holding  company.  The
Federal Reserve Board (pursuant to regulation and published  policy  statements)
has maintained  that a bank holding  company must serve as a source of financial
strength to its  subsidiary  banks.  In adhering  to the Federal  Reserve  Board
Policy,  TCB may be required to provide  financial support for a subsidiary bank
at a time when,  absent such Federal  Reserve Board policy,  TCB may not deem it
advisable to provide such assistance.

A bank holding  company is generally  prohibited  from acquiring  control of any
company  which is not a bank and from  engaging in any  business  other than the
business  of banking or  managing  and  controlling  banks.  However,  there are
certain activities which have been identified by the Federal Reserve Board to be
so  closely  related  to banking  as to be a proper  incident  thereto  and thus
permissible for bank holding companies.

                                        5


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As a state bank,  TCB-Volusia is subject to the  supervision of the  Department,
the FDIC and the Federal Reserve Board.  With respect to expansion,  TCB-Volusia
may establish branch offices anywhere within the State of Florida.  TCB- Volusia
is also subject to the Florida banking and usury laws  restricting the amount of
interest which it may charge in making loans or other  extensions of credit.  In
addition,  TCB-Volusia,  as a subsidiary of the TCB, is subject to  restrictions
under  federal  law in  dealing  with TCB and other  affiliates,  if any.  These
restrictions  apply to extensions of credit to an affiliate,  investments in the
securities of an affiliate and the purchase of assets from an affiliate.

Loans and  extensions  of credit by state  banks are  subject  to legal  lending
limitations.  Under  state  law,  a state  bank may  grant  unsecured  loans and
extensions  of  credit  in an amount  up to 15% of its  unimpaired  capital  and
surplus to any person. In addition,  a state bank may grant additional loans and
extensions of credit to the same person up to 10% of its unimpaired  capital and
surplus,  provided that the transactions are fully secured.  This 10% limitation
is separate from,  and in addition to, the 15%  limitation for unsecured  loans.
Loans and  extensions  of credit may exceed the  general  lending  limit if they
qualify under one of several exceptions.

Both TCB and TCB-Volusia are subject to regulatory capital  requirements imposed
by the Federal  Reserve  Board,  the FDIC and the  Department.  Both the Federal
Reserve Board and the FDIC have established  risk-based  capital  guidelines for
bank holding companies and banks which make regulatory capital requirements more
sensitive to differences in risk profiles of various banking organizations.  The
capital adequacy  guidelines  issued by the Federal Reserve Board are applied to
bank  holding  companies  on a  consolidated  basis with the banks  owned by the
holding  company.  The FDIC's risk capital  guidelines  apply  directly to state
banks  regardless  of whether they are a subsidiary  of a bank holding  company.
Both  agencies'  requirements  (which are  substantially  similar)  provide that
banking  organizations  must have  capital  equivalent  to 8% of  weighted  risk
assets. The risk weights assigned to assets are based primarily on credit risks.
Depending  upon the  riskiness of a particular  asset,  it is assigned to a risk
category. For example,  securities with an unconditional guarantee by the United
States government are assigned to the lowest risk category. A risk weight of 50%
is assigned to loans secured by  owner-occupied  one to four family  residential
mortgages.  The  aggregate  amount of assets  assigned to each risk  category is
multiplied  by the risk  weight  assigned  to that  category  to  determine  the
weighted  values,  which are added  together to  determine  total  risk-weighted
assets. At December 31, 1999, our total risk-based capital and Tier I ratio were
10.6% and 18.3%, respectively.  Both the Federal Reserve Board and the FDIC have
also  implemented  minimum capital leverage ratios to be used in tandem with the
risk-based guidelines in assessing the overall capital adequacy of bank and bank
holding  companies.  Under these  rules,  banking  institutions  are required to
maintain a ratio of 4% "Tier I" capital to total assets (net of goodwill).  Tier
I capital includes common stockholders equity, noncumulative perpetual preferred
stock  and   minority   interests  in  the  equity   accounts  of   consolidated
subsidiaries.

Both the  risk-based  capital  guidelines  and the  leverage  ratio are  minimum
requirements,  applicable only to top-rated banking  institutions.  Institutions
operating at or near these levels are  expected to have  well-diversified  risk,
excellent asset quality,  high liquidity,  good earnings and in general, have to
be considered strong banking  organizations,  rated composite 1 under the CAMELS
rating system for banks or the BOPEC rating  system for bank holding  companies.
Institutions  with lower  ratings and  institutions  with high levels of risk or
experiencing  or anticipating  significant  growth would be expected to maintain
ratios 100 to 200 basis points above the stated minimums.

The Federal Deposit Insurance  Corporation  Improvement Act of 1991 (or FDICIA),
created five "capital categories" ("well capitalized," "adequately capitalized,"
"undercapitalized,"    "significantly    undercapitalized"    and    "critically
undercapitalized")  which are defined in the Act and which are used to determine
the severity of  corrective  action the  appropriate  regulator  may take in the
event an institution reaches a given level of undercapitalization.  For example,
an  institution   which  becomes   "undercapitalized"   must  submit  a  capital
restoration plan to the appropriate  regulator  outlining the steps it will take
to become  adequately  capitalized.  Upon approving the plan, the regulator will
monitor the institution's compliance.  Before a capital restoration plan will be
approved, any entity controlling a bank (i.e., holding companies) must guarantee
compliance with the plan until the  institution has been adequately  capitalized
for four consecutive calendar quarters.  The liability of the holding company is
limited  to the  lesser of 5% of the  institution's  total  assets or the amount
which is necessary to bring the  institution  into  compliance  with all capital
standards. In addition,  "undercapitalized" institutions will be restricted from
paying  management  fees,  dividends  and other capital  distributions,  will be
subject to certain  asset  growth  restrictions  and will be  required to obtain
prior  approval  from the  appropriate  regulator to open new branches or expand
into new lines of business. As an institution drops to lower capital levels, the
extent of action to be taken by the appropriate regulator increases, restricting
the types of  transactions  in which the  institution  may engage and ultimately
providing for the appointment of a receiver for certain  institutions  deemed to
be critically undercapitalized.

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The FDICIA  required  each federal  banking  agency to prescribe for all insured
depository  institutions  and their  holding  companies  standards  relating  to
internal controls,  information  systems and audit systems,  loan documentation,
credit   underwriting,   interest  rate  risk   exposure,   asset  growth,   and
compensation,  fees and  benefits  and such  other  operational  and  managerial
standards as the agency deems  appropriate.  In  addition,  the federal  banking
regulatory   agencies  were  required  to  prescribe  by  regulation   standards
specifying:

    o    maximum classified assets to capital ratios;
    o    minimum earnings sufficient to absorb losses without impairing capital;
    o    to the extent  feasible,  a minimum  ratio of market value to book
         value for publicly traded shares of depository institutions or the
         depository institution holding companies; and
    o    such  other  standards  relating  to  asset  quality,  earnings  and
         valuation as the agency deems appropriate.

Finally,  each federal  banking  agency was required to prescribe  standards for
employment contracts and other compensation  arrangements of executive officers,
employees,   directors  and  principal   stockholders   of  insured   depository
institutions   that  would   prohibit   compensation   and  benefits  and  other
arrangements that are excessive or that could lead to a material  financial loss
for the institution. If an insured depository institution or its holding company
fails to meet any of its  standards  described  above,  it will be  required  to
submit to the  appropriate  federal  banking agency a plan  specifying the steps
that will be taken to cure the deficiency.  If an institution fails to submit an
acceptable plan or fails to implement the plan, the appropriate  federal banking
agency  will  require  the  institution  or  holding  company,  to  correct  the
deficiency and until  corrected,  may impose  restrictions on the institution or
the holding  company  including  any of the  restrictions  applicable  under the
prompt corrective action provisions of the FDICIA.

In response to the directive  issued under the Act, the regulators  have adopted
regulations which, among other things, prescribe the capital thresholds for each
of the five  capital  categories  established  by the Act. The  following  table
reflects the capital thresholds:
<TABLE>

                                                              Total Risk -          Tier I Risk -        Tier I
                                                            Based Capital          Based Capital        Leverage
                                                                  Ratio                  Ratio              Ratio
                                                              -------------         ---------------      --------
<S>              <C>                                            <C>                       <C>              <C>
Well capitalized (1)                                            10%                       6%               5%
Adequately capitalized (1)                                       8%                       4%               4%  (2)
Undercapitalized (3)                                          <  8%                    <  4%            <  4%
Significantly Undercapitalized (3)                            <  6%                    <  3%            <  3%
Critically Undercapitalized                                   -                        -                <  2%
-----------------------------------------

<FN>
(1)  An institution must meet all three minimums.
(2)  3% for composite 1-rated institutions, subject to appropriate federal
     banking agency guidelines.
(3)  An institution falls into this category if it is below the specified
     capital level for any of the three capital measures.
</FN>
</TABLE>

The Act also  provided  that banks  must have to meet new  safety and  soundness
standards.  In order to comply with the Act, the Federal Reserve Board,  and the
FDIC, adopted a final Rule which institutes  guidelines defining operational and
managerial standards relating to internal controls,  loan documentation,  credit
underwriting,  interest  rate  exposure,  asset  growth,  director  and  officer
compensation,  asset  quality,  earnings and stock  valuation.  Both the capital
standards and the safety and soundness standards which the Act to implement were
designed to bolster and protect the deposit insurance fund.

As a state  bank,  TCB-Volusia  is  subject  to  examination  and  review by the
Department.   TCB-Volusia  submits  to  the  Department   quarterly  reports  of
condition,  as well as such  additional  reports as may be required by the state
banking laws.

Under the Riegle-Neal  Interstate Banking and Branching  Efficiency Act of 1994,
restrictions on interstate  acquisitions of banks by bank holding companies were
repealed, such that TCB and any other bank holding company located in Florida is
able to acquire any Florida-based  bank,  subject to certain deposit  percentage
and other restrictions. The legislation also provides that, unless an individual
state elects beforehand either:

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    o    to accelerate the effective date; or
    o    to prohibit out-of-state banks from operating interstate branches
         within its territory,

on or after  June 1, 1997,  adequately  capitalized  and  managed  bank  holding
companies will be able to consolidate. De novo branching by an out-of-state bank
is permitted  only if it is  expressly  permitted by the laws of the host state.
The  authority of a bank to establish and operate  branches  within a state will
continue  to  be  subject  to  applicable  state  branching  laws.  The  Florida
Legislature   adopted   Legislation  which  permits   interstate   branching  by
acquisition but not by de novo branching.

As a bank  holding  company,  TCB is required  to file with the Federal  Reserve
Board an annual report of its operations at the end of each fiscal year and such
additional  information as the Federal Reserve Board may require pursuant to the
Act. The Federal Reserve Board may also make examinations of TCB and each of its
subsidiaries.

The scope of regulation  and  permissible  activities of TCB and  TCB-Volusia is
subject to change by future federal and state legislation.

ITEM 2. - DESCRIPTION OF PROPERTY

TCB-Volusia  commenced  business  operations  on  October  14,  1997 in a leased
shopping  center unit  located in the Trails  Shopping  Center in Ormond  Beach,
Florida.  The  facility  is a 3,380  square foot unit  consisting  of a customer
lobby, with 3 teller stations,  customer lounge, 3 executive offices,  operation
area,  and an  employee  lounge.  TCB's  headquarters  are also  located in this
facility.

ITEM 3. - LEGAL PROCEEDINGS

There are no material pending legal proceedings to which TCB or TCB-Volusia is a
party or of which any of our  properties  are  subject;  nor are there  material
proceedings  known to us to be contemplated by any governmental  authority;  nor
are there material  proceedings  known to us, pending or contemplated,  in which
any director, officer, affiliate or any principal security holder of TCB, or any
associate of any of the foregoing is a party.

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

None.


                                     PART II

ITEM 5. - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

During  the  period  covered  by this  report  and to  date,  there  has been no
established public trading market for TCB's common stock.

As of March 1, 2000, the approximate number of holders of record of TCB's common
stock was 334.

To date,  TCB has not paid any dividends on its common stock.  It is the present
policy of the Board of Directors of TCB to reinvest  earnings for such period of
time as is necessary to ensure the success of our overall operations.  There are
no current  plans to initiate  payment of cash  dividends,  and future  dividend
policy will depend on our earnings,  capital  requirements,  financial condition
and other factors considered relevant by our Board of Directors.

                                        8


<PAGE>



TCB-Volusia  is  restricted in its ability to pay dividends to TCB under Florida
banking laws and by regulations of the Federal  Deposit  Insurance  Corporation.
Pursuant to Section 658.37, Florida Statutes, a state bank may not pay dividends
from its capital.  All  dividends  must be paid out of net profits then on hand,
after charging off bad debts, depreciation,  and other worthless assets. Payment
of dividends out of net profits is further limited by Federal  regulation  which
prohibits  the  payment of  dividends  if such  payment  would  bring the Bank's
capital below required levels.

TCB  commenced  its initial  public  offering of common stock on April 28, 1997,
which was the effective date of the Securities Act registration statement,  File
No. 333-19201. The offering is a continuous offering made under Rule 415 whereby
TCB offered up to 750,000 shares of common stock for an aggregate of $7,500,000.
The minimum  offering of 450,000 shares was completed on September 19, 1997, and
a closing was held at that time which  resulted in TCB  obtaining  $4,500,000 in
total offering proceeds from the Escrow Agent. The offering was still open as of
December 31, 1999 and an additional  25,491  shares were sold between  September
20, 1997,  and December 31, 1999,  including  10,700 shares  issued  pursuant to
warrants  exercised,  resulting in TCB obtaining $254,910 in additional offering
proceeds.  As of December  31, 1999,  TCB had sold a total of 475,491  shares of
common stock at $10.00 per share for a total of $4,754,910 in offering proceeds.

From the Effective Date of Registration to and including  December 31, 1999, TCB
had  incurred  $14,720  expenses  associated  with the  offering,  issuance  and
distribution  of the common  stock  sold  through  December  31,  1999.  No such
expenses were paid to directors,  officers or 10%  shareholders of TCB, or their
affiliates.  All such  payments were made to others.  After  deducting the above
expenses, TCB received $4,740,190 in net proceeds. Of this amount, TCB purchased
100% of the  issued and  outstanding  shares of The  Commercial  Bank of Volusia
County for $4,250,000 and retained $490,190 for working capital. Included in the
above  proceeds  was  $107,000  received  as a result of the  exercise of 10,700
shares in exchange for outstanding warrants.

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

TCB  hereby  incorporates  by  reference  the  section  entitled   "Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations"  on
pages 7 through 19 of the 1999 Annual Report to Shareholders  for the year ended
December 31, 1999, filed as an Exhibit under Item 13 herein.

ITEM 7. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TCB hereby  incorporates by reference the Independent  Auditors'  Report and the
Consolidated  Financial  Statements contained in the 1999 Annual Report filed as
an Exhibit under Item 13 herein.

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

 None.

                                    PART III

ITEM 9. - DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

TCB  hereby  incorporates  by  reference  the  sections  entitled  "Election  of
Directors"  and "Board of Directors  Meeting"  contained at pages 2 through 3 of
the Proxy Statement filed as an Exhibit under Item 13 herein.

ITEM 10. - EXECUTIVE COMPENSATION

TCB  hereby   incorporates   by  reference  the  section   entitled   "Executive
Compensation"  contained at page 5 the Proxy Statement filed as an Exhibit under
Item 13 herein.

                                        9


<PAGE>

ITEM 11. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)        Security Ownership of Certain Beneficial Owners

TCB  hereby  incorporates  by  reference  the  sections  entitled  "Election  of
Directors" and "Certain Shareholders" contained at page 2 of the Proxy Statement
filed as an Exhibit under Item 13 herein.

(b)        Security Ownership of Management

TCB  hereby   incorporates  by  reference  the  section  entitled  "Election  of
Directors"  contained  at pages 2 through 3 of the Proxy  Statement  filed as an
Exhibit under Item 13 herein.

(c)        Changes in Control

TCB is not aware of any  arrangements,  including  any  pledge by any  person of
securities of TCB, the  operation of which may at a subsequent  date result in a
change of control of TCB.

ITEM 12. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TCB hereby  incorporates by reference the section titled "Certain  Relationships
and Related Transactions"  contained at pages 5 through 6 of the Proxy Statement
filed as an exhibit under Item 13 herein.

ITEM 13. - EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits. The following exhibits are filed with or incorporated by reference
into this report.  The exhibits  which are  denominated  by an asterisk (*) were
previously  filed as a part of, and are hereby  incorporated  by reference  from
TCB's  Registration  Statement on Form SB-2 under the Securities Act of 1933 for
TCB, as effective with the Securities and Exchange Commission on April 28, 1997,
Registration  No.  333-19201  (referred  to as  "Registration  Statement").  The
exhibit numbers correspond to the exhibit numbers in the referenced documents.

Exhibit No.                        Description of Exhibit

   *3.1              Amended and Restated Articles of Incorporation of TCB
                     (Registration Statement)

   *3.2              Bylaws of TCB (Registration Statement)

   *4.1              Specimen Common Stock Certificate (Registration Statement)

   *4.2              Specimen Warrant Certificate (Registration Statement)

   *4.4              Company's Warrant Plan (Registration Statement)

   22.1              TCB's 2000 Annual Meeting Proxy Statement.

   22.2              TCB's 1999 Annual Report

   27.1              Financial Data Schedule

(b) Reports on Form 8-K.    TCB did not file any reports on Form 8-K during the
                            last quarter of 1999.


                                       10

<PAGE>



                                   SIGNATURES

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

                                        The Commercial Bancorp,  Inc.


Dated: March 22, 2000                   By: /s/Gary G. Campbell
                                           -------------------------------------
                                           Gary G. Campbell
                                           President and Chief Executive Officer

Dated: March 22, 2000                   By:/s/Harvey E. Buckmaster
                                           -------------------------------------
                                           Harvey E. Buckmaster
                                           Chief Financial Officer and Secretary


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


/s/Gary G. Campbell                                     March 22, 2000
---------------------------------------------
GARY G. CAMPBELL,  Director,  President & CEO



/s/Richard R. Dwyer                                     March 22, 2000
---------------------------------------------
RICHARD R. DWYER,  Director



/s/Larry A. Kent                                        March 22, 2000
---------------------------------------------
LARRY A. KENT,  Director, Chairman


_____________________________________________           _______________, 2000
JAMES R. PEACOCK,  Director



/s/Clarence W. Singletary                               March 22, 2000
---------------------------------------------
CLARENCE W. SINGLETARY, Director


         SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
         SECTION  15(d) OF THE ACT BY  REGISTRANTS  WHICH  HAVE  NOT  REGISTERED
         SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

TCB's 2000 Proxy  Statement and 1999 Annual Report are included as Exhibits 22.1
and 22.2 of this filing.