U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

 X   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
---  of 1934

For the quarterly period ended September 30, 2000

     Transition report under Section 13 or 15(d) of the Exchange Act
----

For the transition period from           to
                               ---------    ---------

Commission file number 333-19201
                       ---------

                          THE COMMERCIAL BANCORP, INC.
                          ----------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

        Florida                                                  59-3396236
------------------------------                                   ----------
(State or Other Jurisdiction                                   (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                               258 North Nova Road
                           Ormond Beach, Florida 32174
                         ------------------------------
                    (Address of Principal Executive Offices)

                                 (904) 672-3003
                          ---------------------------
                (Issuer's Telephone Number, Including Area Code)


         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

   Check  whether  the  issuer:  (1) filed all  reports  required to be filed by
Section  12, 13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days:

YES  X    NO
    ---      ---

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

Common stock, par value $.01 per share                   490,721 shares
--------------------------------------         ---------------------------------
              (class)                          Outstanding at September 30, 2000


Transitional Small Business Format (Check One):  YES        NO   X
                                                    -------   -------


<PAGE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                                      INDEX

PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements                                             Page

     Condensed Consolidated Balance Sheets -
       At September 30, 2000 (Unaudited) and At December 31, 1999..............2

     Condensed Consolidated Statements of Operations (Unaudited) -
       Three and Nine Months ended September 30, 2000 and 1999...............3-4

     Condensed Consolidated Statement of Changes in Stockholders' Equity
       (Unaudited) - Nine Months ended September 30, 2000......................5

     Condensed Consolidated Statements of Cash Flows (Unaudited) -
       Nine Months ended September 30, 2000 and 1999...........................6

     Notes to Condensed Consolidated Financial Statements (Unaudited)........7-8

     Review by Independent Certified Public Accountants........................9

     Report on Review by Independent Certified Public Accountants.............10

   Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations.............................................11-13

   Item 3. Quantitative and Qualitative Disclosures About Market Risk.........14

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings.................................................14

   Item 6.  Exhibits and Reports on Form 8-K..................................14

SIGNATURES....................................................................15



                                       1
<PAGE>
<TABLE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets

                                                                                                                    At
                                                                                       September 30,       December 31,
    Assets                                                                                  2000               1999
                                                                                            ----               ----
                                                                                         (unaudited)

<S>                                                                                   <C>                      <C>
Cash and due from banks.........................................................      $     556,899            766,972
Federal funds sold  ............................................................          2,177,969          1,051,995
                                                                                         ----------         ----------

            Total cash and cash equivalents.....................................          2,734,868          1,818,967

Securities available for sale...................................................          9,889,708          7,897,493
Loans receivable, net of allowance for loan losses of $286,833
    and $290,000 in 2000 and 1999, respectively.................................         18,777,220         14,372,913
Accrued interest receivable.....................................................            191,669            146,202
Premises and equipment, net.....................................................            685,175            519,639
Federal Home Loan Bank stock, at cost...........................................             88,300             64,500
Deferred tax asset  ............................................................            797,791            862,611
Other assets    ................................................................             58,527             49,819
                                                                                         ----------         ----------

            Total assets........................................................       $ 33,223,258         25,732,144
                                                                                         ==========         ==========

    Liabilities and Stockholders' Equity

Liabilities:
    Noninterest-bearing demand deposits.........................................          1,666,579          1,098,188
    Savings and NOW deposits....................................................          6,751,706          4,974,284
    Money-market deposits.......................................................            264,239            226,115
    Time deposits   ............................................................         20,604,025         14,921,394
                                                                                         ----------         ----------

            Total deposits......................................................         29,286,549         21,219,981

    Advance from Federal Home Loan Bank.........................................                -            1,000,000
    Official checks ............................................................            298,907            112,738
    Accrued interest payable and other liabilities..............................             84,949            103,098
                                                                                         ----------         ----------

            Total liabilities...................................................         29,670,405         22,435,817
                                                                                         ----------         -----------

Stockholders' equity:
    Common stock    ............................................................              4,907              4,755
    Additional paid-in capital..................................................          4,887,833          4,735,435
    Accumulated deficit.........................................................         (1,318,934)        (1,364,936)
    Accumulated other comprehensive income (loss)...............................            (20,953)           (78,927)
                                                                                         ----------         ----------

            Total stockholders' equity..........................................          3,552,853          3,296,327
                                                                                         ----------         ----------

            Total liabilities and stockholders' equity..........................       $ 33,223,258         25,732,144
                                                                                         ==========         ==========


See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                       2
<PAGE>

<TABLE>
                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

           Condensed Consolidated Statements of Operations (Unaudited)

                                                                         Three Months Ended          Nine Months Ended
                                                                           September 30,                 September 30,
                                                                   ---------------------------    -------------------------
                                                                          2000           1999          2000           1999
                                                                          ----           ----          ----           ----
Interest income:
<S>                                                                    <C>             <C>          <C>             <C>
    Loans   .....................................................      $ 439,760       277,258      1,166,579       780,410
    Securities available for sale................................        209,858        49,643        581,907       117,448
    Other interest-earning assets................................         23,828        32,419         54,187       105,710
                                                                        --------       -------      ---------     ---------

            Total interest income................................        673,446       359,320      1,802,673     1,003,568
                                                                        --------       -------      ---------     ---------

Interest expense:
    Deposits.....................................................        404,797       198,278      1,023,566       548,589
    Other   .....................................................          2,155        12,267         31,129        50,093
                                                                        --------       -------      ---------     ---------

            Total interest expense...............................        406,952       210,545      1,054,695       598,682
                                                                        --------       -------      ---------     ---------

            Net interest income..................................        266,494       148,775        747,978       404,886

(Credit) provision for loan losses...............................            -        (150,000)           -        (281,000)
                                                                        --------       -------      ---------     ---------
            Net interest income after (credit)
              provision for loan losses..........................        266,494       298,775        747,978       685,886
                                                                        --------       -------      ---------     ---------
Noninterest income:
    Service charges and fees.....................................         22,431        17,578         60,863        40,924
    Gain on sale of investment...................................          3,280           -            3,280           -
    Recovery of organizational expenses..........................            -             -              -         109,609
                                                                        --------       -------      ---------     ---------

            Total noninterest income.............................         25,711        17,578         64,143       150,533
                                                                        --------       -------      ---------     ---------
Noninterest expense:
    Salaries and employee benefits...............................        132,673       104,692        394,449       414,744
    Occupancy expense............................................         63,928        68,806        190,518       182,178
    Professional fees............................................          8,700        15,920         33,860        70,421
    Advertising..................................................          6,069        11,192         28,485        19,570
    Other   .....................................................         49,627        46,581        144,693       151,436
                                                                        --------       -------      ---------     ---------

            Total noninterest expense............................        260,997       247,191        792,005       838,349
                                                                        --------       -------      ---------     ---------
Earnings (loss) before income tax provision
    (benefit) and extraordinary item.............................         31,208        69,162         20,116        (1,930)

            Income tax provision (benefit).......................         15,470        26,000         11,300          (700)
                                                                        --------       -------      ---------     ---------
Earnings (loss) before extraordinary item........................         15,738        43,162          8,816        (1,230)

Extraordinary item - gain on extinguishment of
    debt, net of taxes of $20,920................................            -             -           37,186           -
                                                                        --------       -------      ---------     ---------
            Net earnings (loss)..................................         15,738        43,162         46,002        (1,230)
                                                                        ========       =======      =========     =========

                                                                     (continued)
</TABLE>
                                       3
<PAGE>
<TABLE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

     Condensed Consolidated Statements of Operations (Unaudited), Continued

                                                                           Three Months Ended          Nine Months Ended
                                                                           September 30,                 September 30,
                                                                    --------------------------    -------------------------
                                                                         2000           1999          2000            1999
                                                                         ----           ----          ----            ----
<S>                                                                          <C>           <C>
Net earnings (loss) per share - basic and diluted:
    Earnings (loss) from continuing operations...................   $        .03           .09            .01            -

    Extraordinary gain from extinguishment of debt,
        net of tax...............................................              -             -            .08            -
                                                                       ---------     ---------        -------       -------

    Net earnings (loss) per share - basic and
        diluted..................................................            .03           .09            .09            -
                                                                       =========     =========        =======       =======

Weighted-average number of shares outstanding
    for basic and diluted........................................        490,947       475,083        485,723       470,640
                                                                       =========     =========        =======       =======

Dividends per share..............................................   $          -             -              -             -
                                                                       =========     =========        =======       =======


























See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                       4
<PAGE>
<TABLE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

       Condensed Consolidated Statement of Changes in Stockholders' Equity

                      Nine Months Ended September 30, 2000

                                                                                                    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>            <C>            <C>
Balance at December 31, 1999..............    475,491      $ 4,755      4,735,435      (1,364,936)    (78,927)       3,296,327
                                                                                                                     ---------

Comprehensive income:
     Net earnings (unaudited).............       -            -              -             46,002        -              46,002

     Net change in unrealized gain on
         securities available for sale,
         net of tax benefit of $32,600
         (unaudited)......................       -            -              -               -         57,974           57,974
                                                                                                                     ---------

     Comprehensive income
         (unaudited)......................                                                                             103,976
                                                                                                                     ---------

Issuance of 15,480 shares of common
     stock upon exercise of 15,480
     warrants (unaudited).................     15,480          155        154,645             -          -             154,800
                                                                                                                     ---------

Repurchase of 250 shares of common
     stock (unaudited)....................       (250)          (3)        (2,247)            -          -              (2,250)
                                              -------     --------      ---------       ----------    -------        ---------

Balance at September 30, 2000
     (unaudited)..........................    490,721      $ 4,907      4,887,833       (1,318,934)   (20,953)       3,552,853
                                              =======     ========      =========       ==========    =======        =========














See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       5
</TABLE>

<PAGE>
<TABLE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

           Condensed Consolidated Statements of Cash Flows (Unaudited)

                                                                                               Nine Months Ended
                                                                                                  September 30,
                                                                                              2000            1999
                                                                                              ----            ----
Cash flows from operating activities:
<S>                                                                                      <C>                   <C>
    Net earnings (loss).............................................................     $    46,002           (1,230)
    Adjustments to reconcile net earnings (loss) to net cash
      provided by (used in) operating activities:
        Depreciation................................................................          80,803           71,694
        (Credit) provision for loan losses..........................................            -            (281,000)
        Credit for deferred income taxes............................................          32,220             (700)
        Net amortization of fees, costs, premiums and discounts.....................          (4,658)          65,954
        Increase in accrued interest receivable and other assets....................         (54,175)         (23,348)
        Increase (decrease) in official checks, accrued interest
          payable and other liabilities.............................................         168,020         (104,850)
        Net gain upon extinguishment of debt........................................         (37,186)            -
                                                                                          ----------        ---------

        Net cash provided by (used in) operating activities.........................         231,026         (273,480)
                                                                                          ----------        ---------
Cash flows from investing activities:
    Purchases of securities available for sale......................................      (4,457,441)      (3,237,218)
    Principal repayments on securities available for sale...........................       2,545,141        1,294,855
    Net increase in loans...........................................................      (4,388,990)      (2,348,716)
    Purchases of premises and equipment.............................................        (246,339)         (69,100)
    Net proceeds from sale of premises and equipment................................            -             293,384
    Purchase of Federal Home Loan Bank stock........................................         (23,800)         (14,500)
                                                                                          ----------        ---------
        Net cash used in investing activities.......................................      (6,571,429)      (4,081,295)
                                                                                          ----------        ---------

Cash flows from financing activities:
    Net increase in deposits........................................................       8,066,568        1,688,243
    Net decrease in other borrowings................................................            -            (364,749)
    Cash paid upon extinguishment of debt...........................................        (962,814)            -
    Cash paid to repurchase common stock............................................          (2,250)            -
    Proceeds from issuance of common stock upon exercise
        of warrants.................................................................         154,800          103,000
                                                                                          ----------        ---------
        Net cash provided by financing activities...................................       7,256,304        1,426,494
                                                                                          ----------        ---------
Net increase (decrease) in cash and cash equivalents................................         915,901       (2,928,281)

Cash and cash equivalents at beginning of period....................................       1,818,967        4,948,505
                                                                                          ----------        ---------
Cash and cash equivalents at end of period..........................................     $ 2,734,868        2,020,224
                                                                                          ==========        =========
Supplemental  disclosure of cash flow  information:
   Cash paid during the period for:
        Interest....................................................................     $ 1,177,597          595,663
                                                                                          ==========        =========
        Income taxes................................................................     $      -                -
                                                                                          ==========        =========
    Noncash transactions-
        Accumulated other comprehensive income (loss), net change
          in unrealized loss on securities available for sale,
          net of tax................................................................     $    57,974          (10,666)
                                                                                          ==========        =========

See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>

                                       6
<PAGE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (Unaudited)

(1)     General  Description and Basis of Presentation.  The Commercial Bancorp,
        Inc. (the "Holding  Company") was  incorporated  on August 15, 1996. The
        Holding  Company  owns  100%  of the  outstanding  common  stock  of The
        Commercial Bank of Volusia County (the "Bank")  (together,  "TCB").  The
        Holding Company was organized  simultaneously with the Bank and its only
        business  is the  ownership  and  operation  of the Bank.  The Bank is a
        Florida state-chartered  commercial bank and its deposits are insured by
        the Federal Deposit Insurance Corporation.  The Bank opened for business
        on  October  14,  1997,  and  provides a variety  of  community  banking
        services to businesses and individuals in Volusia County, Florida.

        In the opinion of the  management  of TCB,  the  accompanying  condensed
        consolidated financial statements contain all adjustments (consisting of
        normal  recurring  accruals)  necessary to present  fairly the financial
        position at September 30, 2000,  the results of operations for the three
        and nine months ended September 30, 2000 and 1999 and cash flows for the
        nine months ended September 30, 2000 and 1999. The results of operations
        for the  three  and  nine  months  ended  September  30,  2000,  are not
        necessarily  indicative  of results  that may be  expected  for the year
        ending December 31, 2000.

        The condensed  consolidated financial statements include the accounts of
        the Holding Company and the Bank. All significant  intercompany accounts
        and transactions have been eliminated in consolidation.

(2)     Loan Impairment  and Loan Losses.  The average net  investment  in
        impaired loans and interest income recognized and received on impaired
        loans is as follows:
<TABLE>

                                                                      Three Months Ended          Nine Months Ended
                                                                         September 30,              September 30,
                                                                   -----------------------    -----------------------
                                                                        2000       1999           2000        1999
                                                                        ----       ----           ----        ----

<S>                                                                <C>             <C>                       <C>
           Average net investment in impaired loans............... $     -         298,638         -         465,791
                                                                     ========      =======     ========      ========
           Interest income recognized on impaired loans........... $     -            -            -            -
                                                                     ========      =======     ========      ========
           Interest income received on impaired loans............. $     -            -            -            -
                                                                     ========      =======     ========      ========
</TABLE>

        No loans were  identified  as impaired by TCB at  September  30, 2000 or
December 31, 1999.

        The activity in the allowance for loan losses was as follows:
<TABLE>
                                                                    Three Months Ended          Nine Months Ended
                                                                       September 30,               September 30,
                                                                 -------------------------    -----------------------
                                                                      2000         1999         2000         1999
                                                                      ----         ----         ----         ----

<S>                                                                 <C>            <C>          <C>          <C>
           Balance at beginning of period........................   $ 290,000      556,458      290,000      760,000
           (Credit) provision for loan losses....................        -        (150,000)        -        (281,000)
           Loan charge-offs, net of recoveries...................      (3,167)     (79,587)      (3,167)    (152,129)
                                                                      -------      -------     --------     --------

           Balance at end of period..............................   $ 286,833      326,871      286,833      326,871
                                                                      =======      =======     ========     ========
</TABLE>
                                                                     (continued)
                                       7
<PAGE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

   Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(3)     Earnings (Loss) Per Share.  Basic and diluted  earnings (loss) per share
        are the same and have been computed on the basis of the weighted-average
        number of  shares  of  common  stock  outstanding.  TCB"s  common  stock
        equivalents are not dilutive.

(4)     Regulatory  Matters.  The Bank is subject to various  regulatory capital
        requirements   administered  by  various  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 TCB's
        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 the
        Bank's  assets,  liabilities,  and  certain  off-balance-sheet  items as
        calculated under  regulatory  accounting  practices.  The Bank's 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 table  below) of total and Tier I capital  (as defined
        in the regulations) to risk-weighted assets (as defined),  and of Tier I
        capital  (as  defined)  to  average  assets  (as  defined).   Management
        believes,  at  September  30,  2000,  that the Bank  meets  all  capital
        adequacy requirements to which it is subject.

        As of  September  30,  2000,  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,  the Bank must maintain minimum total  risk-based,
        Tier I risk-based,  and Tier I leverage  percentages as set forth in the
        table.  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>

                                                                                                          To Be Well
                                                                                 Minimum           Capitalized Under
                                                                             For Capital           Prompt Corrective
                                             Actual                    Adequacy Purposes:          Action Provisions:
                                       ---------------------     -----------------------    -------------------------
                                       Amount            %          Amount           %          Amount            %
                                       ------          -----        ------         -----        ------          -----
<S>               <C> <C>
     At September 30, 2000:
         Total capital (to Risk-
         Weighted Assets)...........  $ 2,926           15.4%     $ 1,518           8.0%        $ 1,898          10.0%
         Tier I Capital (to Risk-
         Weighted Assets)...........    2,688           14.2          759           4.0           1,139           6.0
         Tier I Capital
         (to Average Assets)........    2,688            8.4        1,280           4.0           1,600           5.0
</TABLE>


                                       8
<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

               Review by Independent Certified Public Accountants

Hacker, Johnson & Smith PA, TCB's independent certified public accountants, have
made a limited  review of the financial  data as of September 30, 2000,  and for
the three- and nine-month periods ended September 30, 2000 and 1999 presented in
this  document,  in  accordance  with  standards  established  by  the  American
Institute of Certified Public Accountants.

Their  report  furnished  pursuant to Article 10 of  Regulation  S-X is included
herein.




















                                       9
<PAGE>


          Report on Review by Independent Certified Public Accountants

The Board of Directors
The Commercial Bancorp, Inc.
Ormond Beach, Florida:


     We have reviewed the accompanying  condensed  consolidated balance sheet of
The Commercial  Bancorp,  Inc. and Subsidiary  ("TCB") as of September 30, 2000,
and  the  related  condensed  consolidated  statements  of  operations  for  the
three-month  and  nine-month  periods  ended  September  30, 2000 and 1999,  the
condensed consolidated statements of cash flows for the nine-month periods ended
September  30,  2000  and  1999  and the  condensed  consolidated  statement  of
stockholders'  equity for the nine-month  period ended September 30, 2000. These
financial statements are the responsibility of the TCB's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should be made to the condensed  consolidated  financial  statements referred to
above  for  them  to  be  in  conformity  with  generally  accepted   accounting
principles.

     We have previously  audited, in accordance with generally accepted auditing
standards,  the  consolidated  balance  sheet as of December 31,  1999,  and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash flows for the year then ended (not presented herein); and in our report
dated February 1, 2000 we expressed an unqualified opinion on those consolidated
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed  consolidated  balance sheet as of December 31, 1999, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

HACKER, JOHNSON & SMITH PA
Tampa, Florida
October 20, 2000



                                       10
<PAGE>
                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

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

             Comparison of September 30, 2000 and December 31, 1999

General

     The  Holding  Company  was  incorporated  on August 15,  1996.  The Holding
     Company owns 100% of the outstanding  common stock of the Bank. The Holding
     Company was organized simultaneously with the Bank and its only business is
     the  ownership   and  operation  of  the  Bank.   The  Bank  is  a  Florida
     state-chartered commercial bank and its deposits are insured by the Federal
     Deposit Insurance Corporation.  The Bank opened for business on October 14,
     1997,  and provides a variety of community  banking  services to businesses
     and individuals in Volusia County, Florida.

New Bank Charter and Planned Public Offering

    During 1998, TCB along with a group of local  organizers made application to
    the state of  Florida  for a bank  charter  in  Highlands  County,  Florida.
    Management  planned  to raise  the  capital  for the new bank  from a public
    offering  of  TCB's  common  stock.   In  early  1999,  TCB  withdrew  their
    application and the local  organizers from Highlands  County  ("Organizers")
    elected to continue without TCB. Because of this,  management terminated its
    planned public offering and charged-off $88,986 in prepaid offering expenses
    during 1998.  During 1999, TCB and the Organizers  entered into a settlement
    agreement in which the Organizers  paid TCB $402,993 in proceeds,  including
    repayment  of debt and for certain  premises  and  equipment  and as partial
    reimbursement of organization expenses.

Liquidity and Capital Resources

     TCB's  primary  source of cash during the nine months ended  September  30,
     2000 was from a net  increase in deposits  of $8.1  million.  Cash was used
     primarily to purchase securities  available for sale of $4.5 million and to
     fund loan originations,  net of principal  repayments of approximately $4.4
     million.  At  September  30,  2000,  TCB had  unfunded  lines of  credit of
     approximately $1.4 million and approximately $20.4 million in time deposits
     maturing in one year or less. At September 30, 2000,  the Bank exceeded its
     regulatory liquidity requirements.

   The following table shows selected statistics for the periods ended or at the
dates indicated:
<TABLE>
                                                                     Nine Months                           Nine Months
                                                                           Ended         Year Ended              Ended
                                                                   September 30,       December 31,      September 30,
                                                                            2000               1999               1999
                                                                  ---------------   ---------------   ----------------
        <S>                                                                <C>               <C>
        Average equity as a percentage
           of average assets......................................         11.34%            14.87%             15.48%

        Total equity to total assets at end of period.............         10.69%            12.81%             14.57%

        Return on average assets (1)..............................           .20%              .03%             (.01)%

        Return on average equity (1)..............................          1.79%              .18%             (.04)%

        Noninterest expense to average assets (1).................          3.50%             4.91%              3.98%

        Nonperforming loans and foreclosed
           real estate as a percentage of total assets
           at end of period.......................................           .05%              -  %              1.04%

        Allowance for loan losses as a percentage of
           total loans at end of period...........................          1.50%             1.98%              2.25%
<FN>
        (1)  Annualized for the nine months ended September 30, 2000 and 1999.
</FN>
</TABLE>
                                       11
<PAGE>


                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

Results of Operations

     Comparison of the Three-Month Periods Ended September 30, 2000 and 1999

   General.  Net  earnings for the three  months  ended  September  30, 2000 was
      $15,738,  or $.03 per basic and diluted share compared to net earnings for
      the three months ended  September  30, 1999 of $43,162,  or $.09 per basic
      and diluted  share.  Net earnings for the 1999 period  included a $150,000
      credit for loan losses due to a recovery  resulting from the settlement of
      two  impaired  loans to a single  borrower.  Without this credit TCB would
      have reported a loss for the period.

   Interest Income.  Interest income increased $314,126 or 87.4% to $673,446 for
      the three  months  ended  September  30, 2000 from  $359,320 for the three
      months ended September 30, 1999. Interest income earned on loans increased
      $162,502 or 58.6% to $439,760  for the three months  ended  September  30,
      2000 from $277,258  during the three months ended  September 30, 1999. The
      increase  was due to an  increase in the average  loan  portfolio  of $3.9
      million or 28.2% for the three months ended September 30, 2000 compared to
      the same period in 1999 and an increase in the average  yield  earned from
      7.99% in 1999 to 9.89% in 2000.

   Interest Expense.  Interest expense  increased  $196,407 or 93.3% to $406,952
      for the three months ended  September 30, 2000 from $210,545 for the three
      months ended  September 30, 1999.  This increase was due to an increase in
      average interest-bearing  liabilities outstanding of $9.8 million or 55.9%
      during the three months ended September 30, 2000 when compared to the same
      period in 1999 and an increase in the average rate paid from 4.77% in 1999
      to 5.93% in 2000.

   (Credit) Provision for Loan Losses. The (credit) provision for loan losses is
      (credited) charged to earnings to (decrease)  increase the total allowance
      to a level deemed  appropriate  by management and is based upon the volume
      and type of lending  conducted by TCB, industry  standards,  the amount of
      nonperforming loans and general economic conditions,  particularly as they
      relate  to  TCB's  market  areas,   and  other  factors   related  to  the
      collectibility of TCB's loan portfolio. The credit for loan losses for the
      three months ended  September  30, 1999 was $150,000 and the allowance for
      loan losses was $326,871 at September 30, 1999. The credit for loan losses
      resulted from a settlement of two impaired  loans from a single  borrower.
      This resulted in the partial  recapture of the loan loss allowance against
      these loans.  Management  believes the  allowance is adequate at September
      30, 2000.

   Noninterest  Income.  Noninterest  income  remained  relatively  unchanged at
      $25,711 for the three months ended  September 30, 2000 compared to $17,578
      for the same period in 1999.

   Noninterest  Expense.  Noninterest  expense  increased  $13,806  or  5.6%  to
      $260,997 for the three months ended  September  30, 2000 from $247,191 for
      the three months ended  September  30, 1999.  This increase was mainly the
      result of a increase in salaries and employee  benefits of $27,981 coupled
      with slight decreases in professional  fees and advertising costs compared
      to the same period in 1999.

   Income Tax  Provision.  The income tax  provision  for the three months ended
      September  30, 2000 was $15,470  compared  to an income tax  provision  of
      $26,000 for the three months ended September 30, 1999.

                                       12
<PAGE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

     Comparison of the Nine-Month Periods Ended September 30, 2000 and 1999

   General. Net income for the nine months ended September 30, 2000 was $46,002,
      or $.09 per basic and  diluted  share  compared to a net loss for the nine
      months ended  September  30, 1999 of $1,230.  Net loss for the 1999 period
      included a $109,609 recovery of previously expensed  organizational  costs
      and a  $281,000  credit  for loan  losses  due to the  settlement  of four
      impaired loans to two borrowers.

   Interest Income.  Interest income  increased  $799,105 or 79.6% to $1,802,673
      for the nine months ended  September 30, 2000 from $1,003,568 for the nine
      months ended September 30, 1999. Interest income earned on loans increased
      $386,169 or 49.5% to  $1,166,579  for the nine months ended  September 30,
      2000 from $780,410  during the nine months ended  September 30, 1999.  The
      increase  was due to an  increase in the average  loan  portfolio  of $2.9
      million or 21.7% for the nine months ended  September 30, 2000 compared to
      the same period in 1999 and an increase in the average  yield  earned from
      7.84% in 1999 to 9.64% in 2000.

   Interest Expense.  Interest expense increased $456,013 or 76.2% to $1,054,695
      for the nine months ended  September  30, 2000 from  $598,682 for the nine
      months ended  September 30, 1999.  This increase was due to an increase in
      average interest-bearing  liabilities outstanding of $8.5 million or 50.7%
      during the nine  months  ended  September  30,  2000  compared to the same
      period in 1999 and an increase in the average rate paid from 4.78% in 1999
      to 5.58% in 2000.

   (Credit) Provision for Loan Losses. The (credit) provision for loan losses is
      (credited) charged to earnings to (decrease)  increase the total allowance
      to a level deemed  appropriate  by management and is based upon the volume
      and type of lending  conducted by TCB, industry  standards,  the amount of
      nonperforming loans and general economic conditions,  particularly as they
      relate  to  TCB's  market  areas,   and  other  factors   related  to  the
      collectibility of TCB's loan portfolio. The credit for loan losses for the
      nine months ended  September  30, 1999 was $281,000 and the  allowance for
      loan losses was $326,871 at September 30, 1999. The credit for loan losses
      resulted from a settlement  of four impaired  loans for less than the full
      amount.  This resulted in the partial  recapture of the allowance  against
      these loans and a charge-off of the remaining  loan  balances.  Management
      believes the allowance is adequate at September 30, 2000.

   Noninterest Income.  Noninterest  income decreased to $64,143 during the nine
      months ended  September  30, 2000 compared to $150,533 for the same period
      in 1999.  This  decrease  was  primarily  due to a recovery of  previously
      expensed organizational costs related to the Highlands County Bank charter
      application of $109,609  during the nine months ended  September 30, 1999.
      TCB and the  organizers  withdrew  their  application  for the new bank in
      early 1999 but recovered certain previously expensed  organizational costs
      from local organizers who assumed the application.

   Noninterest  Expense.  Noninterest  expense  decreased  $46,344  or  5.5%  to
      $792,005 for the nine months ended  September  30, 2000 from  $838,349 for
      the nine months  ended  September  30, 1999.  The largest  decrease was in
      salaries and employee benefits of $20,295.

   Income Tax Provision (Benefit).  The income tax provision for the nine months
      ended September 30, 2000 was $11,300  compared to an income tax benefit of
      $700 for the nine months ended September 30, 1999.


                                       13
<PAGE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates.
TCB's  market risk arises  primarily  from  interest  rate risk  inherent in its
lending  and  deposit  taking  activities.  TCB has no risk  related  to trading
accounts, commodities or foreign exchange.

Management  actively monitors and manages its interest-rate  risk exposure.  The
primary objective in managing interest-rate risk is to limit, within established
guidelines,  the  adverse  impact  of  changes  in  interest  rates on TCB's net
interest income and capital, while adjusting TCB's asset-liability  structure to
obtain  the  maximum  yield-cost  spread on that  structure.  Management  relies
primarily  on its  asset-liability  structure  to  control  interest  rate risk.
However,  a sudden and  substantial  increase in interest rates could  adversely
impact TCB's earnings, to the extent that the interest rates borne by assets and
liabilities do not change at the same speed, to the same extent,  or on the same
basis.  There have been no  significant  changes in TCB's  market risk  exposure
since December 31, 1999.

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which The Commercial Bancorp,
Inc. or its subsidiary is a party or to which any of their property is subject.

Item 6. 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 Number                      Description of Exhibit

        *3.1          Amended and Restated  Articles of Incorporation of TCB
        *3.2          By-laws 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)
        27            Financial Data Schedule (for SEC use only)

(b)  Reports on Form 8-K.  There were no reports on Form 8-K filed for the three
months ended September 30, 2000.

                                       14
<PAGE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                           PART II. OTHER INFORMATION

                                   SIGNATURES

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

                                          THE COMMERCIAL BANCORP, INC.
                                          (Registrant)

Date:  November   , 2000                  By:  /s/Gary G. Campbell
      ------------------------------           ---------------------------------
                                               Gary G. Campbell, President and
                                                   Chief Executive Officer

Date:  November    , 2000                 By:  /s/Harvey E. Buckmaster
      ------------------------------           ---------------------------------
                                               Harvey E. Buckmaster, Chief
                                                   Financial Officer




                                       15