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

                     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 March 31, 1998

---- 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                   464,791 shares outstanding 
               $.01 per share                            at April 28, 1998
          -----------------------                   -------------------------- 
                  (class)




<PAGE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                                      INDEX


Part I. Financial Information

   Item 1. Financial Statements                                        Page

     Condensed Consolidated Balance Sheets -
       At March 31, 1998 (unaudited) and at December 31, 1997............2

     Condensed Consolidated Statements of Operations -
       Three Months ended March 31, 1998 and 1997 (unaudited)............3

     Condensed Consolidated Statement of Stockholders' Equity -
       Three Months ended March 31, 1998 (unaudited).....................4

     Condensed Consolidated Statements of Cash Flows -
       Three months ended March 31, 1998 and 1997 (unaudited)............5

     Notes to Condensed Consolidated Financial Statements (unaudited)....6-7

   Item 2. Management's Discussion and Analysis of Financial Condition
     and Results of Operations...........................................8-9

Part II. Other Information

   Item 1.  Legal Proceedings............................................10

   Item 6.  Exhibits and Reports on Form 8-K.............................10

SIGNATURES...............................................................11



                                        1

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                                      At
                                                                                          ------------------------------
                                                                                           March 31,       December 31,
                                                                                           ---------       ------------
    Assets                                                                                  1998            1997
                                                                                            ----            ----
                                                                                          (unaudited)
<S>                                                                                      <C>               <C>      
Cash and due from banks.........................................................        $     749,810       1,065,817
Federal funds sold..............................................................            6,073,108       1,400,000
                                                                                           ----------       ---------

            Total cash and cash equivalents.....................................            6,822,918       2,465,817

Loans receivable, net of allowance for loan losses of
    $64,000 in 1998 and $35,000 in 1997.........................................            6,262,313       3,745,577
Premises and equipment, net.....................................................              518,360         462,784
Accrued interest receivable and other assets....................................              300,265         220,588
Deferred income taxes...........................................................              232,861         183,161
                                                                                          -----------      ----------

            Total assets........................................................         $ 14,136,717       7,077,927
                                                                                           ==========       =========

    Liabilities and Stockholders' Equity

Liabilities:
    Demand deposits.............................................................               11,375         832,396
    Savings and NOW deposits....................................................            2,436,039       1,040,454
    Money-market deposits.......................................................              112,860          65,777
    Time deposits...............................................................            7,177,626         739,433
                                                                                           ----------      ----------

            Total deposits......................................................            9,737,900       2,678,060

    Accrued interest payable and other liabilities                                            174,950           66,082
                                                                                           ----------       ----------

            Total liabilities...................................................            9,912,850       2,744,142
                                                                                           ----------       ---------

Stockholders' equity:
    Common stock, $.01 par value, 10,000,000 shares authorized,
        464,791 shares issued and outstanding...................................                4,648           4,648
    Additional paid-in capital..................................................            4,628,542       4,628,542
    Accumulated deficit.........................................................             (409,323)       (299,405)
                                                                                          -----------      ----------

            Total stockholders' equity..........................................            4,223,867       4,333,785
                                                                                          -----------       ---------

            Total liabilities and stockholders' equity                                   $ 14,136,717      7,077,927
                                                                                           ==========      =========
</TABLE>



See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        2

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                                               Three Months Ended
                                                                                                     March 31,
                                                                                               ------------------
                                                                                               1998           1997
                                                                                               ----           ----
                                                                                                   (unaudited)
<S>                                                                                         <C>            <C>     
Interest income:
    Loans ...............................................................................   $ 122,657         --
    Federal funds sold and other interest-earning assets ................................      46,294         --
                                                                                            ---------    ---------

            Total interest income .......................................................     168,951         --
                                                                                            ---------    ---------

Interest expense:
    Deposits ............................................................................      80,842         --
    Other ...............................................................................        --          5,099
                                                                                            ---------    ---------

            Total interest expense ......................................................      80,842        5,099
                                                                                            ---------    ---------

            Net interest income (expense) ...............................................      88,109       (5,099)

Provision for loan losses ...............................................................      29,000         --
                                                                                            ---------    ---------

            Net interest income (expense) after provision for
              loan losses ...............................................................      59,109       (5,099)
                                                                                            ---------    ---------

Noninterest income-
    Service charges and fees ............................................................       9,514         --
                                                                                            ---------    ---------

Noninterest expense:
    Salaries and employee benefits ......................................................      97,322       20,588
    Occupancy expense ...................................................................      41,672        3,010
    Advertising .........................................................................      28,439         --
    Other ...............................................................................      60,808       18,848
                                                                                            ---------    ---------

            Total noninterest expense ...................................................     228,241       42,446
                                                                                            ---------    ---------

Loss before income tax benefit ..........................................................    (159,618)     (47,545)

            Income tax benefit ..........................................................     (49,700)     (18,100)
                                                                                            ---------    ---------

Net loss ................................................................................   $(109,918)     (29,445)
                                                                                            =========    =========

Loss per share:

    Basic ...............................................................................   $    (.24)       (4.53)
                                                                                            =========    =========

    Diluted .............................................................................   $    (.24)       (4.53)
                                                                                            =========    =========

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

Weighted-average number of shares outstanding for
    basic and diluted ...................................................................     464,791        6,500
                                                                                            =========    =========
</TABLE>



See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        3

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

            Condensed Consolidated Statement of Stockholders' Equity

                        Three Months Ended March 31, 1998

<TABLE>
<CAPTION>

                                                                                     Additional                        Total
                                                                          Common      Paid-In      Accumulated     Stockholders'
                                                                          Stock       Capital         Deficit          Equity
                                                                          -----       -------         -------          ------

<S>                                                                       <C>         <C>            <C>            <C>      
Balance at December 31, 1997......................................        $ 4,648     4,628,542      (299,405)      4,333,785

Net loss (unaudited)..............................................           -           -           (109,918)      (109,918)
                                                                          -------     ---------      --------       ---------

Balance at March 31, 1998 (unaudited).............................        $ 4,648     4,628,542      (409,323)      4,223,867
                                                                          =======     =========      ========       =========
</TABLE>
































See Accompanying Notes to Condensed Consolidated Financial Statements.


                                        4

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                              Three Months Ended
                                                                                                   March 31,
                                                                                              ------------------
                                                                                             1998             1997
                                                                                             ----             ----
                                                                                                     (unaudited)
Cash flows from operating activities:
<S>                                                                                       <C>               <C>     
    Net loss ..........................................................................   $  (109,918)       (29,445)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Depreciation ..................................................................        17,899           --
        Provision for loan losses .....................................................        29,000           --
        Credit for deferred income taxes ..............................................       (49,700)       (18,100)
        Net amortization of loan fees, premiums and discounts .........................        (7,120)          --
        Deferral of loan fees collected, net of costs deferred ........................         4,944           --
        Increase in accrued interest receivable and other assets ......................       (79,677)       (65,702)
        Increase in accrued interest payable and
          other liabilities ...........................................................       108,868           --
                                                                                          -----------    -----------

        Net cash used in operating activities .........................................       (85,704)      (113,247)
                                                                                          -----------    -----------

Cash flows from investing activities:
    Net increase in loans .............................................................    (2,543,560)          --
    Purchase of premises and equipment ................................................       (73,475)          --
                                                                                          -----------    -----------

        Net cash used in investing activities .........................................    (2,617,035)          --
                                                                                          -----------    -----------

Cash flows from financing activities:
    Net increase in noninterest-bearing demand,
        savings, money-market and NOW deposits ........................................       621,647           --
    Net increase in time deposits .....................................................     6,438,193           --
    Advances from organizers ..........................................................          --          103,381
                                                                                          -----------    -----------

        Net cash provided by financing activities .....................................     7,059,840        103,381
                                                                                          -----------    -----------

Net increase (decrease) in cash and cash equivalents ..................................     4,357,101         (9,866)

Cash and cash equivalents at beginning of period ......................................     2,465,817         11,959
                                                                                          -----------    -----------

Cash and cash equivalents at end of period ............................................   $ 6,822,918          2,093
                                                                                          ===========    ===========

Supplemental  disclosure of cash flow  information-  Cash paid during the period
    for:
        Interest ......................................................................   $    62,775           --
                                                                                          ===========    ===========

        Income taxes..................................................................$          --             --
                                                                                          ===========    ===========
</TABLE>




See Accompanying Notes to Condensed Consolidated Financial Statements.

                                        5

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

        Notes to Condensed Consolidated Financial Statements (unaudited)


(1)     Basis  of  Presentation.  In  the  opinion  of  the  management  of  The
           Commercial  Bancorp,  Inc., the accompanying  condensed  consolidated
           financial  statements  contain all adjustments  (consisting of normal
           recurring   accruals)  necessary  to  present  fairly  the  financial
           position  at March 31, 1998 and the  results of  operations  and cash
           flows for the three months ended March 31, 1998 and 1997. The results
           of  operations  and other data for the three  months  ended March 31,
           1998, are not necessarily  indicative of results that may be expected
           for the year ending December 31, 1998.

           The condensed  consolidated financial statements include the accounts
           of The  Commercial  Bancorp,  Inc.  (the  "Holding  Company") and its
           wholly-owned  subsidiary,  The Commercial Bank of Volusia County (the
           "Bank")  (together,  the  "Company").  All  significant  intercompany
           accounts and transactions have been eliminated in consolidation.

(2)     Loan Impairment and Loan Losses. No loans were identified as impaired at
           March 31, 1998 or March 31, 1997.  The activity in the  allowance for
           loan losses was as follows:

                                   Three Months Ended
                                         March 31,
                                   ------------------
                                  1998               1997
                                  ----               ----

Balance at beginning of period   $35,000             --
Provision for loan losses ....    29,000             --
                                 -------             --

Balance at end of period .....   $64,000             --
                                 =======            ====

(3)     Impact of New Accounting Issues. In June, 1997, the Financial Accounting
           Standards Board issued  Statement of Financial  Accounting  Standards
           No. 130,  "Reporting  Comprehensive  Income"  ("SFAS No. 130").  That
           Standard defines  comprehensive  income as the change in equity of an
           enterprise except those resulting from stockholder transactions.  All
           components of comprehensive income are required to be reported in the
           financial  statements  with equal  prominence  as existing  financial
           statements. The adoption of SFAS No. 130 had no significant effect on
           the  Company's  financial  position  at March  31,  1998 or result of
           operations for the three months then ended.  The Bank had no items of
           other  comprehensive  income,  therefore a statement of comprehensive
           income is not presented.

(4)     Loss Per Share. Loss per share ("EPS") of common stock has been computed
           on the basis of the weighted-average number of shares of common stock
           outstanding.  For purposes of calculating  diluted EPS, because there
           is no active  trading  market for the  Company's  common  stock,  the
           average book value per share was used. For 1998 and 1997, outstanding
           warrants were not dilutive.

                                                                     (continued)

                                        6

<PAGE>

                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

   Notes to Condensed Consolidated Financial Statements (unaudited), Continued


(5)     Regulatory  Matters.  The  Holding  Company  and the Bank are 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 the Company'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 ratios (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,  as of March 31, 1998,  that the Company  meets all capital
           adequacy requirements to which it is subject.

           As  of  March  31,  1998,  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  ratios 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 ratios are also
           presented in the table (dollars in thousands).
<TABLE>
<CAPTION>

                                                                                To Be Well
                                                              Minimum        Capitalized Under
                                                            For Capital      Prompt Corrective
                                       Actual            Adequacy Purposes:  Action Provisions:
                                       ------            ------------------  ------------------
                               Amount          %         Amount         %    Amount         %
                               ------          -         ------         -    ------         -
As of March 31, 1998:
    Total capital (to Risk-
<S>                            <C>           <C>        <C>           <C>   <C>           <C>  
    Weighted Assets) .......   $3,869        61.9%      $  500        8.0%  $  625        10.0%
    Tier I Capital (to Risk-
    Weighted Assets) .......    3,637        58.2          250        4.0      375         6.0
    Tier I Capital
    (to Average Assets) ....    3,637        33.7          432        4.0      540         5.0

</TABLE>


                                        7

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

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

               Comparison of March 31, 1998 and December 31, 1997

General
     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")  (collectively,
     the "Company").  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 is  insured by the
     Federal  Deposit  Insurance  Corporation.  The Bank opened for  business on
     October 14, 1997, and provides community banking services to businesses and
     individuals in Volusia County, Florida.

New Bank Charter
     Management  intends to organize and open a new  state-chartered  commercial
     bank in  Sebring,  Highlands  County,  Florida.  The New Bank will become a
     wholly-owned subsidiary of the Holding Company.

Liquidity and Capital Resources
     The  Company's  primary  source of cash during the three months ended March
     31,  1998 was from  net  deposit  inflows  of $7.1  million.  Cash was used
     primarily for loan  originations  of $2.5 million.  At March 31, 1998,  the
     Company had unfunded lines of credit of approximately  $1.3 million.  It is
     expected that these  requirements will be funded from the sources described
     above.  At March 31,  1998,  the Bank  exceeded  its  regulatory  liquidity
     requirements.

     The following  table shows selected  ratios for the periods ended or at the
dates indicated:

                                                      Three Months
                                                         Ended    Year Ended
                                                       March 31,  December 31,
                                                          1998       1997
                                                       ---------  ------------
Average equity as a percentage
   of average assets ..............................      38.26%    77.02%

Total equity to total assets at end of period .....      29.88%    61.23%

Return on average assets (1) ......................      (3.93)%   (9.18)%

Return on average equity (1) ......................     (10.28)%  (11.91)%

Noninterest expense to average assets (1) .........       8.16%    16.85%

Nonperforming loans and foreclosed real estate
   as a percentage of total assets at end of period        NIL%      NIL%

Allowance for loan losses as a percentage of
   total loans at end of period ...................       1.01%      .93%
--------------------
        (1)     Annualized for the three months ended March 31, 1998.

                                        8

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

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


Changes in Financial Condition

Total  assets  increased  $7.0 million from $7.1 million at December 31, 1997 to
$14.1 at March 31, 1998,  primarily  as a result of  increases in federal  funds
sold of $4.7 million and loans  receivable  of $2.5 million.  Customer  deposits
increased $7.1 million from $2.7 million at December 31, 1997 to $9.7 million at
March 31, 1998. The decrease in stockholders'  equity was due to the net loss of
$109,918 for the three months ended March 31, 1998.

Results of Operations

       Comparison of the Three-Month Periods Ended March 31, 1998 and 1997

   General. Net loss for the three months ended March 31, 1998 was $109,918,  or
      $.24 per share for basic and diluted, compared to a net loss for the three
      months  ended March 31, 1997 of $29,445,  or $4.53 per share for basic and
      diluted.  At March 31, 1997, the Bank has not commenced  operations and at
      March  31,  1998,  the Bank had not  achieved  the asset  size to  operate
      profitably.

   Interest Income and Expense.  Interest income totaled  $168,951 for the three
      months ended March 31, 1998. Interest income earned on loans was $122,657.
      The average  loan  portfolio  balance for the three months ended March 31,
      1998 was $5.7 million with a weighted-average  yield of 8.56%. Interest on
      federal funds sold and other interest-earning  assets totaled $46,294. The
      average  balance of these assets for the three months ended March 31, 1998
      was $3.4 million with a weighted-average yield of 5.42%.

      Interest  expense on deposits  amounted  to $80,842  for the three  months
      ended March 31, 1998. The average  balance for  interest-bearing  deposits
      for the  three  months  ended  March  31,  1998 was $6.5  million  and the
      weighted-average rate was 5.13%.

   Provision  for Loan  Losses.  The  provision  for loan  losses is  charged to
      earnings to increase the total allowance to a level deemed  appropriate by
      management  and is based upon the volume and type of lending  conducted by
      the Company,  industry  standards,  the amount of nonperforming  loans and
      general economic conditions,  particularly as they relate to the Company's
      market  areas,  and other  factors  related to the  collectibility  of the
      Company's  loan  portfolio.  The  provision  for loan losses for the three
      months ended March 31, 1998 was $29,000 and the  allowance for loan losses
      was  $64,000 at March 31,  1998.  Management  believes  the  allowance  is
      adequate at March 31, 1998.

   Noninterest  Expense.  Noninterest  expense  totaled  $228,241  for the three
      months ended March 31, 1998 compared to $42,446 for the three months ended
      March 31,  1997.  Salaries  and  employee  and  benefits  was the  largest
      noninterest  expense during 1998,  amounting to $97,322.  The Bank had not
      commenced operations during the three months ended March 31, 1997.

   Income Tax  Benefit.  The income tax benefit for the three months ended March
      31, 1998 was $49,700 (an effective rate of 31.1%)  compared to $18,100 (an
      effective rate of 38.1%) for the three months ended March 31, 1997.



                                        9

<PAGE>



                   THE COMMERCIAL BANCORP, INC. AND SUBSIDIARY

                           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 the Company's  Registration  Statement on
        Form SB-2 under the Securities Act of 1933 for the Company, 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 the Company
                    (Registration Statement)
        *3.2   By-laws of the Company (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   The Company's 1998 Annual Meeting Proxy Statement
        22.2   The Company's 1997 Annual Report for the year ended December
               31, 1997
        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 March 31, 1998.


                                       10

<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:      May 12, 1998               By:    /s/Gary G. Campbell
           ------------                      -------------------
                                                Gary G. Campbell, President and
                                                  Chief Executive Officer


Date:      May 12, 1998               By:    /s/Harvey E. Buckmaster
           ------------                      -----------------------
                                                Harvey E. Buckmaster, 
                                                  Chief Financial Officer


                                       11