================================================================================
                       Securities and Exchange Commission

                             Washington, D.C. 20549

                               -------------------
                                    FORM 10-K
                                  ANNUAL REPORT
                               -------------------
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2003      Commission File No. 000-1170902


                          FLORIDA COMMUNITY BANKS INC.
             (Exact Name of Registrant As Specified In Its Charter)

       Florida                                          35-2164765
------------------------                     ----------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

1400 North 15th Street, Immokalee, Florida                       34142-2202
------------------------------------------                   -------------------
 (Address of principal executive offices)                   (Including zip code)

                                 (239) 657-3171
                (Issuer's Telephone Number, Including Area Code)

              SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:

                                                           Name of each exchange
Title of each class                                         on which registered
-------------------                                        ---------------------
      None                                                          None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $0.01 Par Value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days:
                                                         Yes    X     No
                                                              ----       ----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2):
                                                         Yes    X     No
                                                              ----       ----

The issuer's revenues for its most recent fiscal year were $36,247,917.

There is no established  trading market for the registrant's  capital stock. The
aggregate market value of the stock held by  non-affiliates of the registrant at
March 10, 2004, was $71,115,372  based on a per share price of $25.75,  which is
the  price of the  last  trade of  which  management  is aware as of such  date.
Although  directors and executive  officers of the registrant were assumed to be
"affiliates"   of  the  registrant  for  purposes  of  this   calculation,   the
classification is not to be interpreted as an admission of such status.

At March 10, 2004, there were 3,766,384 shares of the registrant's  Common Stock
outstanding.

Documents Incorporated by Reference

Portions of the  registrant's  definitive  Proxy  Statement  for the 2003 Annual
Meeting of  Shareholders  are  incorporated  by reference  into Part III of this
report.
================================================================================
<PAGE>

                          FLORIDA COMMUNITY BANKS INC.

                          2003 Form 10-K Annual Report


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


   Item Number                                                                                          Page  or
   in Form 10-K                                          Description                                    Location
   -------------      ---------------------------------------------------------------------------       --------

   PART I

<S>     <C>                                                                                                  <C>
   Item 1.            Business...................................................................            3

   Item 2.            Properties.................................................................            8

   Item 3.            Legal Proceedings..........................................................            8

   Item 4.            Submission of Matters to a Vote of Security Holders........................            8

   PART II

   Item 5.            Market for the Registrant's Common Equity and Related
                      Shareholder Matters........................................................            9

   Item 6.            Selected Financial Data....................................................           10

   Item 7.            Management's Discussion and Analysis of Financial
                      Condition and Results of Operations........................................           11

   Item 7A.           Quantitative and Qualitative Disclosures About Market Risk.................           11

   Item 8.            Financial Statements and Supplementary Data................................           31

   Item 9.            Changes in and Disagreements with Accountants on Accounting
                      and Financial Disclosure...................................................           70

   Item 9A.           Controls and Procedures....................................................           70

PART III

   Item 10.           Directors, Executive Officers, Promoters and Control Persons;
                      Compliance with Section 16(a) of the Exchange Act..........................           71

   Item 11.           Executive Compensation.....................................................           71

   Item 12.           Security Ownership of Certain Beneficial Owners and Management.............           71

   Item 13.           Certain Relationships and Related Transactions.............................           71

   Item 14.           Principal Accountant Fees and Service......................................           71

PART IV

   Item 15.           Exhibits and Reports on Form 8-K...........................................           72

Signatures

Certification of Periodic Financial Reports
</TABLE>

<PAGE>
                                     PART I
                                    --------

ITEM 1.    BUSINESS

General

     Florida  Community Banks,  Inc. ("FCBI" or the "Company") is a bank holding
company, which owns all of the common stock of Florida Community Bank ("Bank" or
"FCB") and a special  purpose  business trust organized to issue Trust Preferred
Securities.  The  special  purpose  business  trust is not  consolidated  in the
financial  statements  that are  included  elsewhere  herein.  FCBI is a Florida
corporation registered with the Board of Governors of the Federal Reserve System
as a bank  holding  company  under  the Bank  Holding  Company  Act of 1956,  as
amended.  Through its subsidiary Bank, FCBI is engaged in the commercial banking
business in southwestern  Florida with offices in Collier,  Lee, Hendry,  Glades
and  Charlotte  counties.  At  December  31,  2003,  FCBI had  total  assets  of
approximately  $526 million,  total deposits of  approximately  $424 million and
stockholders' equity of approximately $42 million.

     Florida  Community  Bank  is a  Florida-chartered  commercial  bank,  which
commenced operations in Everglades City, Florida on May 19, 1923, under the name
"Bank of the Everglades." The Bank changed its place of business from Everglades
City, Florida to Immokalee, Florida in September 1962. FCB changed its name from
Bank of the  Everglades  to "First Bank of  Immokalee"  in July 1967 and then to
"Florida Community Bank" in July 1996 as part of its merger with Tri-County Bank
of Lehigh Acres. The Bank is subject to regulation by the Florida  Department of
Financial Services  ("Department") and the Federal Deposit Insurance Corporation
("FDIC").  The  Bank's  main  office  is  located  at 1400  North  15th  Street,
Immokalee,  Florida and its telephone  number is (239) 657-3171.  In addition to
the main banking office in Immokalee,  the Bank currently operates  full-service
branches  in the  southwest  Florida  cities of Lehigh  Acres,  LaBelle,  Naples
(Golden Gate area), Port Charlotte, Punta Gorda, Cape Coral and Ft. Myers.

     The Company  employs  approximately  150  persons and it believes  that its
relationship with these employees is good.

     The Bank is engaged  primarily  in  soliciting  deposits  from the  general
public and investing  such  deposits,  together with other funds,  in commercial
loans,  consumer loans,  agricultural  loans, and real estate loans. To a lesser
extent,  the Bank  invests  its  funds in  securities  issued or  guaranteed  by
agencies of the United States Government and municipalities.

     The Bank  operates as a locally  operated  institution  aimed at  providing
prompt,   efficient  and   personalized   service  to  individuals,   small  and
medium-sized businesses, professionals and other local organizations. The Bank's
primary service area  encompasses  Charlotte,  Lee,  Collier,  Glades and Hendry
Counties (the "PSA"). The Bank's principal markets within the PSA are:

     (i)  commercial and small business lending and deposit services;

     (ii) residential  real  estate  mortgage  and retail  lending  and  deposit
          services; and

     (iii) commercial and residential real estate development lending.

     The principal  sources of funds for the Bank's loans and other  investments
are demand,  time,  savings and other deposits,  amortization  and prepayment of
loans,  sales to other lenders or  institutions  of loans or  participations  in
loans,   principal  payments  or  maturities  of  investment   securities,   and
borrowings.  The principal  sources of income for the Bank are interest and fees
collected on loans,  including  fees received for servicing  loans sold to other
lenders  or  institutions,  and  to a  lesser  extent,  interest  and  dividends
collected on other investments.  The principal expenses of the Bank are interest
paid on savings and other  deposits,  interest  paid on other  borrowings by the
Bank, employee compensation,  office expenses and other overhead and operational
expenses.

     The  Bank  offers  several  deposit  accounts,   including  demand  deposit
accounts,  negotiable  order  of  withdrawal  accounts  ("NOW"  and  "Super-NOW"
accounts), money market accounts, certificates of deposit and various retirement
accounts. In addition, the Bank belongs to an electronic banking network so that
its  customers

                                       3
<PAGE>

may  use  the  automated   teller  machines  (the  "ATMs")  of  other  financial
institutions  and  operates  drive-in  teller  services  and 24-hour  depository
vaults.

     The Bank offers the following loan services:

     (a)  consumer loans,  automobile loans, real estate equity lines of credit,
          education  loans  and  real  estate  loans  secured  by  single-family
          residences;

     (b)  commercial  and business  loans for small to  medium-sized  companies,
          including     Small     Business      Administration     and     other
          government-guaranteed financing;

     (c)  individual and builder short-term residential construction financing;

     (d)  home improvement loans; and

     (e)  commercial and residential real estate development loans.

     The  Bank  provides  a full  range  of  competitive  banking  services  and
emphasizes  the manner in which the services are delivered.  Management  focuses
its  efforts  on  filling  the  void  created  by  the   decreasing   number  of
locally-owned  community  banks due to  acquisitions  by large regional  holding
companies,  which it believes has negatively impacted the personal nature of the
delivery,  quality and availability of banking services available in the PSA and
surrounding areas.

Primary Service Area

     The PSA enjoys an abundant work force,  attractive  business  climate and a
good relationship between the private and public sectors.

     In general,  commercial  real estate in the PSA consists of small  shopping
centers and office buildings. The type of residential real estate within the PSA
varies, with a number of condominiums,  townhouses, apartments and single-family
housing developments dispersed throughout the PSA.

Competition

     The business of banking is highly competitive. The Bank competes with other
banks,  savings and loan associations and credit unions within the PSA. The Bank
believes that its operation as a locally owned and controlled  bank with a broad
base of  ownership  in the PSA  enhances  its  ability  to  compete  with  those
non-local financial  institutions now operating in its market, but no assurances
can be given in this regard.

     The Bank's competitive strategy with respect to the financial  institutions
described above consists of:

     o    reviewing and acting upon loan requests  quickly with a  locally-based
          loan committee,

     o    maintaining flexible but prudent lending policies,

     o    personalizing service by establishing  long-term banking relationships
          with its customers; and

     o    maintaining an appropriate  ratio of employees to customers to enhance
          the level of service.

Facilities

     The Bank's main office in  Immokalee,  Florida was  purchased  in 1962.  At
December 31, 2003, the Bank operated eight branch  offices,  with a ninth office
under construction.  The Lehigh Acres branch was acquired in 1996 as a result of
the  acquisition  of  Tri-County  Bank of Lehigh  Acres.  The Golden Gate branch
operates  in a  facility  leased  in  1997,  on  a  month-to-month  basis,  with
adjustments  made annually to the lease cost based on the Consumer  Price Index.
The LaBelle branch was acquired as a result of the  acquisition of Hendry County
Bank by merger in 1998. The land for the Port Charlotte  branch was purchased in
1998 and the  branch  opened  in 1999  after  construction  was  completed.  The
facility for the Ft. Myers branch is leased for 15 years (with  renewal  options
after that period) and opened in 2000.  The Bank owns the Punta Gorda branch and
the underlying land is subject to a 99-year lease, which commenced in 2000. Land
for a second Cape Coral branch was purchased in 2003 and is under  construction.
All of the branch facilities are in good condition.

                                       4
<PAGE>

Regulation

     The  Bank  is  subject  to   comprehensive   regulation,   examination  and
supervision  by the  Department  and the FDIC,  and is subject to other laws and
regulations  applicable to banks. Such regulations  include limitations on loans
to a single  borrower  and to the  Bank's  directors,  officers  and  employees;
restrictions  on the opening and closing of branch  offices;  the maintenance of
required  capital and liquidity  ratios;  the granting of credit under equal and
fair  conditions;  disclosure  of the  costs  and  terms  of  such  credit;  and
restrictions as to permissible investments. The Bank is examined periodically by
both the  Department  and the FDIC and submits  periodic  reports  regarding its
financial  condition and other matters to each of them.  Both the Department and
the FDIC  have a broad  range of  powers  to  enforce  regulations  under  their
respective jurisdictions, and to take discretionary actions determined to be for
the  protection  of  the  safety  and  soundness  of  the  Bank,  including  the
institution  of cease  and  desist  orders  and the  removal  of  directors  and
officers.

     FDIC  Regulations.  The Bank's  deposit  accounts  are  insured by the Bank
Insurance  Fund of the FDIC up to a maximum of $100,000  per insured  depositor.
The FDIC issues regulations, conducts periodic examinations, requires the filing
of reports and generally  supervises the  operations of its insured  banks.  The
approval  of the FDIC is  required  prior to a merger  or  consolidation  or the
establishment  or  relocation  of  an  office  facility.  This  supervision  and
regulation  is intended  primarily for the  protection of depositors  and not of
stockholders.

     The  Federal  Deposit  Insurance   Corporation   Improvement  Act  of  1991
("FDICIA")  substantially  revised the  depository  institution  regulatory  and
funding  provisions of the Federal  Deposit  Insurance  Act. Among other things,
FDICIA requires the federal banking  regulators to take prompt corrective action
in respect to  depository  institutions  that do not meet minimum  requirements.
FDICIA   established  five  capital  tiers:  "well   capitalized,"   "adequately
capitalized,"   "undercapitalized,"    "significantly   undercapitalized,"   and
"critically  undercapitalized." A depository  institution is well capitalized if
it  significantly  exceeds the minimum  level  required by  regulation  for each
relevant capital measure,  adequately capitalized if it meets each such measure,
undercapitalized   if  it  fails  to  meet  any  such   measure,   significantly
undercapitalized  it is  significantly  below any such  measure  and  critically
undercapitalized if it fails to meet any critical capital level set forth in the
regulations.  The critically undercapitalized level occurs where tangible equity
is less  than 2% of  total  tangible  assets  or less  than  65% of the  minimum
leverage ratio  prescribed by regulation  (except to the extent that 2% would be
higher than such 65% level).  A depository  institution may be deemed to be in a
capitalization  category  that is lower than is indicated by its actual  capital
position if it receives an unsatisfactory examination rating.

     FDICIA generally prohibits a depository institution from making any capital
distribution  (including  payment of a dividend) if the  depository  institution
would thereafter be undercapitalized.  In addition,  undercapitalized depository
institutions  are  subject  to growth  limitations  and are  required  to submit
capital  restoration  plans to the FDIC.  The federal  banking  agencies may not
accept a capital plan without determining,  among other things, that the plan is
based on  realistic  assumptions  and is  likely to  succeed  in  restoring  the
depository  institution's capital. If a depository fails to submit an acceptable
plan, it is treated as if it is significantly undercapitalized.

     Significantly  undercapitalized depository institutions may be subject to a
number of requirements  and  restrictions,  including  orders to sell sufficient
voting  stock to become  adequately  capitalized,  requirements  to reduce total
assets and  cessation  of the  receipt of  deposits  from  correspondent  banks.
Critically   undercapitalized   depository   institutions  are  subject  to  the
appointment of a receiver or conservator.

     FDICIA provides authority for special  assessments against insured deposits
and for the development of a general risk-based insurance assessment system. The
risk-based  insurance  assessment system would be used to calculate a depository
institution's  semi-annual deposit insurance assessment based on the probability
(as  defined in the FDICIA)  that the BIF will incur a loss with  respect to the
institution.  In accordance  with FDICIA,  the FDIC  implemented a  transitional
risk-based insurance premium system and increased deposit insurance premiums for
commercial banks to an average of 25.4 basis points.

     FDICIA  also  contains  various  provisions  related  to  an  institution's
interest rate risk. Under certain circumstances,  an institution may be required
to provide  additional  capital or  maintain  higher  capital  levels to address
interest rate risks.

                                       5
<PAGE>

     In  addition,  the FDIC has  adopted a minimum  leverage  ratio of 4%.  The
minimum  leverage  ratio is the ratio of common  equity,  retained  earnings and
certain  amounts of perpetual  preferred stock (after  subtracting  goodwill and
after making certain other  adjustments) to the total assets of the institution.
Generally,  banking organizations are expected to operate well above the minimum
required  capital  level of 4% unless  they  meet  certain  specified  criteria,
including  that  they  have  the  highest  regulatory   ratings.   Most  banking
organizations are required to maintain a leverage ratio of 4% plus an additional
cushion of 1% to 2%. The  guidelines  also provide  that  banking  organizations
experiencing  internal  growth or making  acquisitions  are expected to maintain
strong capital  positions  substantially  above the minimum  supervisory  levels
without significant reliance upon intangible assets.

     Dividend  Restrictions.  In addition to dividend restrictions placed on the
Bank by the FDIC based on the Bank's minimum capital  requirements,  the Florida
Financial  Institutions  Code prohibits the  declaration of dividends in certain
circumstances.  Section 658.37 (Florida Statutes),  prohibits the declaration of
any  dividend  until a bank has  charged off bad debts,  depreciation  and other
worthless  assets,  and has made  provision  for  reasonably-anticipated  future
losses on loans and other assets. Such dividends are limited to the aggregate of
the net profits of the  dividend  period,  combined  with a bank's  retained net
profits for the preceding two years. A bank may declare a dividend from retained
net profits that accrued  prior to the  preceding two years with the approval of
the Department.  However, a bank will be required, prior to the declaration of a
dividend on its common stock, to carry 20% of its net profits for such preceding
period to its surplus fund, until the surplus fund equals at least the amount of
the bank's common and preferred stock then issued and  outstanding.  In no event
may a bank  declare  a  dividend  at any time in which its net  income  from the
current year, combined with its retained net income from the preceding two years
is a loss or which would  cause the  capital  accounts of the bank to fall below
the minimum amount required by law,  regulation,  order or any written agreement
with the Department or other state or federal regulatory agency.

     Riegle-Neal   Interstate   Banking  and  Branching   Efficiency   Act.  The
Riegle-Neal  Interstate  Banking and Branching  Efficiency  Act of 1994 provides
that as of June 1, 1997,  adequately  capitalized and managed banks will be able
to  engage  in  interstate  branching  by  merging  banks in  different  states,
including  Florida,  which did not opt out of the application of this provision.
If a state did not opt out,  banks  will be  required  to  comply  with the host
state's regulations with respect to branching across state lines.

     Gramm-Leach-Bliley Act. On November 12, 1999, President Clinton signed into
law the  Gramm-Leach-Bliley  Act which reforms and  modernizes  certain areas of
financial  services  regulation.  The law permits the creation of new  financial
services  holding  companies  that can offer a full range of financial  products
under a regulatory  structure  based on the principle of functional  regulation.
The legislation  eliminates the legal barriers to  affiliations  among banks and
securities firms,  insurance companies,  and other financial services companies.
The law also provides financial  organizations with the opportunity to structure
these  new  financial  affiliations  through a holding  company  structure  or a
financial subsidiary. The new law reserves the role of the Federal Reserve Board
as the supervisor for bank holding companies. At the same time, the law provides
a system of  functional  regulation,  which is  designed  to utilize the various
existing federal and state regulatory bodies.

     The law also  includes a minimum  federal  standard of  financial  privacy.
Financial  institutions  are required to have written privacy policies that must
be disclosed to customers.  The disclosure of a financial  institution's privacy
policy must take place at the time a customer  relationship  is established  and
not less than annually during the continuation of the relationship. The act also
provides for the functional  regulation of bank securities  activities.  The law
repeals the exemption  that banks were afforded from the definition of "broker,"
and replaces it with a set of limited  exemptions that allow the continuation of
some  historical  broker  activities  performed by banks.  In addition,  the act
amends the  securities  laws to include  banks within the general  definition of
dealer.  Regarding new bank products,  the law provides a procedure for handling
products sold by banks that have securities elements.

     In the area of CRA  activities,  the law generally  requires that financial
institutions address the credit needs of low-to-moderate  income individuals and
neighborhoods  in the  communities  in which they operate.  Bank  regulators are
required  to take the CRA  ratings  of a bank or of the bank  subsidiaries  of a
holding company into account when acting upon certain branch and bank merger and
acquisition  applications  filed by the  institution.  Under the law,  financial
holding  companies and banks that desire to engage in new  financial  activities
are required to have  satisfactory  or better CRA ratings when they commence the
new activity.

     Most of the provisions of the law took effect on March 11, 2000, with other
provisions  being  phased  in over a one to two year  period  thereafter.  It is
anticipated that the effects of the law, while providing additional  flexibility
to bank holding  companies and banks,  may result in additional  affiliations of
different  financial  services

                                       6
<PAGE>

providers,  as well as increased  competition,  resulting in lower prices,  more
convenience, and greater financial products and services available to consumers.

     USA Patriot  Act. On October 26, 2001,  President  Bush signed into law the
Uniting and  Strengthening  America by Providing  Appropriate  Tools Required to
Intercept and Obstruct  Terrorism Act of 2001 (the "USA Patriot Act"),  which is
designed  to deny  terrorists  and  others the  ability to obtain  access to the
United  States  financial  system.  Title  III of  the  USA  Patriot  Act is the
International  Money Laundering  Abatement and  Anti-Terrorist  Financing Act of
2001.  Among its  provisions,  the USA  Patriot  Act  mandates  or will  require
financial  institutions  to implement  additional  policies and procedures  with
respect to, or  additional  measures,  including  additional  due  diligence and
recordkeeping,  designed to address, any or all of the following matters,  among
others:  money  laundering;   suspicious  activities  and  currency  transaction
reporting;  and  currency  crimes.  The  U.S.  Department  of  the  Treasury  in
consultation  with  the  Federal  Reserve  Board  and  other  federal  financial
institution  regulators has promulgated  rules and regulations  implementing the
USA Patriot Act which (i)  prohibits  U.S.  correspondent  accounts with foreign
banks that have no physical presence in any jurisdiction; (ii) require financial
institutions to maintain certain records for  correspondent  accounts of foreign
banks; (iii) require financial  institutions to produce certain records relating
to anti-money  laundering  compliance  upon request of the  appropriate  federal
banking  agency;  (iv) require due diligence with respect to private banking and
correspondent banking accounts;  (v) facilitate  information sharing between the
government and financial  institutions;  and (vi) require financial institutions
to have in  place a money  laundering  program.  In  addition,  an  implementing
regulation  under  the  USA  Patriot  Act  regarding  verification  of  customer
identification  by  financial  institutions  has been  proposed,  although  such
regulation has not yet been  finalized.  The Company has  implemented,  and will
continue to implement,  the provisions of the USA Patriot Act as such provisions
become effective.  The Company currently maintains and will continue to maintain
policies and procedures to comply with the USA Patriot Act requirements. At this
time,  the  Company  does not  expect  that  the USA  Patriot  Act  will  have a
significant impact on the financial position of the Company.

     Federal  Reserve  System.  FCBI is a bank  holding  company  subject to the
supervision  and  regulations  of the Board of Governors of the Federal  Reserve
System  ("Federal  Reserve").  As such, the Company is required to file periodic
reports and such other  information as the Federal  Reserve may deem  necessary.
The Federal  Reserve also  conducts  examinations  of the  Company.  The Federal
Reserve  maintains  the  position  that the Company  should serve as a source of
financial  and  managerial  strength  for  the  Bank  and may  not  conduct  its
operations in an unsound manner.

     Corporate  Governance.  The  Sarbanes-Oxley  Act of  2002  ("Sarbanes-Oxley
Act"),  which became law on July 30, 2002, and added new legal  requirements for
public  companies  affecting  corporate  governance,  accounting  and  corporate
reporting.

The Sarbanes-Oxley Act provides for, among other things:

     |X|  a prohibition  on personal loans made or arranged by the issuer to its
          directors  and  executive  officers  (except  for loans made by a bank
          subject to Regulation O);

     |X|  independence requirements for audit committee members;

     |X|  independence requirements for company auditors;

     |X|  certification of financial  statements on Forms 10-K and 10-Q, reports
          by the chief executive officer and chief financial officer;

     |X|  the forfeiture by the chief executive  officer and the chief financial
          officer of bonuses or other  incentive-based  compensation and profits
          from the sale of an issuer's securities by such officers in the twelve
          month  period  following  the  initial  publication  of any  financial
          statements that later require restatement due to corporate misconduct;

     |X|  disclosure of off-balance sheet transactions;

     |X|  two-business day filing requirements for insiders filing Form 4s;

     |X|  disclosure of a code of ethic for financial officers and filing a Form
          8-K for a change in or waiver of such code;

                                       7
<PAGE>

     |X|  the  reporting  of  securities  violations  "up  the  ladder"  by both
          in-house and outside attorneys;

     |X|  restrictions  on the use of non-GAAP  financial  measures in the press
          release and SEC filings;

     |X|  the formation of a public accounting oversight board; and

     |X|  various increase criminal penalties for violations of securities laws.

     The  Sarbanes-Oxley  Act contains  provisions,  which became effective upon
enactment on July 30, 2002 and  provisions  that became  effective  over varying
periods.  The SEC has been  delegated  the task of enacting  rules to  implement
various  provisions.  In addition,  each of the  national  stock  exchanges  has
adopted new corporate governance rules,  including rules strengthening  director
independence requirements for boards, the adoption of corporate governance codes
and charters for the nominating, corporate governance and audit committees.

Recent Regulatory Developments

     Possible authority for financial holding companies to engage in real estate
brokerage and property  management  services remained under consideration by the
federal banking regulators at the end of 2003.  However,  renewal of a statutory
moratorium on  implementation  of regulation  granting such authority passed one
house in Congress and was pending in the other house at the end of the year.  It
is not  possible at present to assess the  likelihood  of  ultimate  adoption of
final regulations.

     Changes in the federal deposit  insurance  program were recommended  during
2003 by the FDIC and in the federal budget. A deposit insurance reform bill that
would,  among  other  things,  merge  the BIF and the SAIF,  increase  the index
deposit  insurance  coverage,  give  the FDIC  flexibility  in  setting  premium
assessments, and replace a fixed deposit reserve ratio with a reserve range, was
passed  by the  House of  Representatives  in April  2003,  but no action on the
subject  was taken by the Senate  during the  remainder  of the year.  It is not
possible to predict if deposit insurance reform legislation will be enacted,  or
if enacted, what its effect will be on our banking subsidiary.

     Federal banking  regulators  continued their  preparations for the expected
issuance in  mid-2004 by the Basel  Committee  on Banking  Supervision  of final
"Basel II" regulatory capital guidelines,  would mandate changes for large banks
in the way in which their risk-based  capital  requirements are calculated.  The
guidelines are widely  believed likely to permit  significant  reductions in the
levels of required  capital for such banks.  It is uncertain at the present time
if our banking  subsidiary or the Holding  Company will be either required to or
permitted to make changes in the regulatory capital structure in accordance with
Basel II guidelines.

     The foregoing is necessarily a general description of certain provisions of
federal and state law and does not purport to be  complete.  Proposals to change
the  laws  and  regulations   governing  the  banking  industry  are  frequently
introduced in Congress,  in the state  legislatures  and before the various bank
regulatory  agencies.  The  likelihood  and timing of any such  changes  and the
impact such changes might have on the Company cannot be determined at this time.


ITEM 2.    PROPERTIES

     For  the  description  of  the  property  of the  Company,  see  "ITEM  I -
DESCRIPTION OF BUSINESS - Facilities."


ITEM 3.    LEGAL PROCEEDINGS

     There are no material proceedings to which the Company is a party.


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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2003.

                                       8
<PAGE>
                                     PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S  COMMON  EQUITY AND  RELATED  SHAREHOLDER
           MATTERS

     There is no established trading market for the Company's Common Stock, $.01
par value (the  "Common  Stock"),  which has been traded  inactively  in private
transactions.  Therefore,  no reliable  information is available as to trades of
the Common Stock or as to the prices at which Common Stock has traded.

     In December  2003, the Company issued 1.2 shares for 1.0 share stock split,
thereby increasing the number of shares outstanding from 3,123,316 to 3,747,641.

     Management has reviewed the limited information  available as to the ranges
at which the  Common  Stock has been sold and is aware of trades  that  occurred
during 2002 and 2003. To the best of management's  knowledge,  the last trade in
December was  executed at a price of $24.75 per share.  The per share price data
regarding the Common Stock is provided for information  purposes only and should
not be viewed as indicative of the actual or market value of the Common Stock.

                                 Estimated Price
                                 Range Per Share
<TABLE>
<CAPTION>
                                                                                         High              Low
                                                                                    -------------    --------------
2003 (Split Adjusted):
<S>                                                                                 <C>              <C>
   First Quarter.................................................................   $       21.46    $        20.00
   Second Quarter................................................................           25.00             21.88
   Third Quarter.................................................................           23.54             20.63
   Fourth Quarter................................................................           24.75             23.96

2002 (Split Adjusted):
   First Quarter.................................................................   $       18.06    $        17.36
   Second Quarter................................................................           18.58             18.06
   Third Quarter.................................................................           19.44             18.06
   Fourth Quarter................................................................           20.00             19.44
</TABLE>

     As of  March  10,  2004,  there  were  3,766,384  shares  of  Common  Stock
outstanding held by approximately 900 shareholders of record.

     The  payment  of future  dividends  will be at the sole  discretion  of the
Company's  Board of  Directors  and will depend on, among other  things,  future
earnings,  capital requirements,  the general financial condition of the Company
and general business  conditions.  The Company paid a dividend of $.21 per share
(split-adjusted)  in the fourth quarter of 2003 and a dividend of $.29 per share
(split-adjusted) in the second quarter of 2002.

Equity compensation plan

At their Annual Meeting,  the Bank's shareholders  adopted the 2002 Key Employee
Stock Compensation Program ("Employee Program"),  which was assumed by FCBI upon
its  acquisition of the Bank. The following  table reflects the number of shares
to be issued upon the exercise of options  granted  under the Employee  Program,
the weighted-average exercise price of all such options, and the total number of
shares  of  common  stock  reserved  for  the  issuance  upon  the  exercise  of
authorized, but not-yet-granted options, as of December 31, 2003.

<TABLE>
<CAPTION>

                                                                                        Number of Equity Securities
                                     Number of Securities to be    Weighted-average      Remaining Available for
                                       Issued Upon the Exercise    Exercise Price of      Future Issuance Under
            Plan Category              of Outstanding Options     Outstanding Options    Equity Compensation Plan
------------------------------------ -------------------------  ----------------------  ---------------------------
Equity Compensation Plans
<S>                                              <C>                 <C>                             <C>
   Approved by Shareholders.........             87,440              $       14.55                   99,958
Equity Compensation Plans
   Not Approved by Shareholders.....                 --                         --                       --
                                            -----------              -------------              -----------

   Total............................             87,440              $       14.55                   99,958
                                            ===========              =============              ===========
</TABLE>

                                       9
<PAGE>

ITEM 6.    SELECTED FINANCIAL DATA

     The following table presents on a historical basis selected  financial data
and ratios for the Company.

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                       ------------------------------------------------------------
                                                           2003         2002        2001        2000        1999
                                                       ----------    ---------   ---------   ----------  ----------
                                                                (Dollars in thousands except per share data)

Earnings Summary:
<S>                                                    <C>           <C>         <C>         <C>         <C>
   Interest income...................................  $   33,520    $  31,266   $  27,903   $   24,991  $   18,160
   Less interest expense.............................      10,081       11,787      12,018       10,276       6,231
   Net interest income...............................      23,439       19,479      15,885       14,715      11,929
   Provision for loan losses.........................       1,700        2,510         720        1,000         810
   Net interest income after provision for
     loan losses.....................................      21,739       16,969      15,165       13,715      11,119
   Non-interest income...............................       2,729        2,320       1,699        1,804       1,424
   Non-interest expense..............................      10,980        9,020       8,226        7,553       6,811
   Income before income taxes........................      13,488       10,269       8,638        7,966       5,732
   Applicable income taxes...........................       5,091        3,851       3,292        2,881       2,076
   Net income........................................       8,397        6,418       5,346        5,085       3,656

Per Common Share Data:
(Retroactively adjusted for effects of stock dividends
   and stock splits)
   Net income - basic ...............................  $     2.24    $    1.71   $    1.43   $     1.36  $     0.98
   Net income - diluted..............................        2.22         1.70        1.43         1.36        0.98
   Cash dividends declared per common share..........        0.21         0.29        0.58         0.53        0.46

Selected Average Balances:
   Total assets......................................  $  513,583    $ 446,318   $ 324,188   $  263,289  $  211,132
   Total loans.......................................     425,278      370,062     255,294      206,333     154,771
   Securities........................................      32,618       41,106      40,418       39,676      34,727
   Earning assets....................................     486,643      426,374     307,524      247,238     193,220
   Deposits..........................................     411,084      366,632     271,431      216,348     184,127
   Long-term borrowings..............................      55,660       41,701      17,478       15,607          59
   Shareholders' equity..............................      38,867       32,025      28,009       24,724      22,134
   Shares outstanding (split adjusted, in thousands).       3,748        3,748       3,748        3,748       3,748

Selected Period-End Balances:
   Total assets......................................  $  525,508    $ 521,758   $ 388,061   $  296,452  $  238,360
   Total loans.......................................     437,593      416,414     318,666      227,155     181,764
   Securities........................................      38,938       36,524      35,001       42,270      38,757
   Earning assets....................................     491,153      498,509     364,012      273,356     220,587
   Deposits..........................................     423,284      423,935     317,861      249,059     204,018
   Long-term borrowings..............................      50,332       60,349      37,580       15,093          39
   Shareholders' equity..............................      42,086       34,464      29,139       25,970      22,873
   Shares outstanding (split adjusted, in thousands).       3,748        3,748       3,748        3,748       3,748

Selected Ratios:
   Return on average equity..........................       21.60%       20.04%      19.09%       20.57%      16.52%
   Return on average assets..........................        1.63         1.44        1.65         1.93        1.73
   Net interest margin...............................        4.82         4.57        5.17         5.95        6.19
   Allowance for loan losses to loans................        1.84         1.52        1.19         1.44        1.24
   Net charge-offs to average loans..................       (0.01)        0.00        0.07         0.00        0.19
   Average equity to average assets..................        7.57         7.18        8.64         9.39       10.48

Cash Dividends Declared..............................  $      781    $   1,093   $   2,178   $    1,988  $    1,725
</TABLE>

                                       10
<PAGE>

ITEM 7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
           RESULTS OF OPERATIONS

     The purpose of this  discussion is to focus on  significant  changes in the
financial   condition   and  results  of  operations  of  the  Company  and  its
subsidiaries  during  the past three  years.  The  discussion  and  analysis  is
intended to supplement and highlight  information  contained in the accompanying
consolidated  financial  statements  and the selected  financial  data presented
elsewhere in this report.

ITEM 7A.   QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Forward-Looking Statements

     This report,  including  Management's  Discussion and Analysis of Financial
Condition  and  Results of  Operations,  and  documents  incorporated  herein by
reference,  may contain certain statements relating to the future results of the
Company  based upon  information  currently  available.  These  "forward-looking
statements"  (as defined in Section 21E of The  Securities  and  Exchange Act of
1934)  are  typically  identified  by  words  such  as  "believes",   "expects",
"anticipates",  "intends",  "estimates",  "projects",  and similar  expressions.
These forward-looking statements are based upon assumptions the Company believes
are  reasonable  and may relate to, among other  things,  the allowance for loan
loss adequacy,  simulation of changes in interest rates and litigation  results.
Such  forward-looking  statements are subject to risks and uncertainties,  which
could  cause the  Company's  actual  results  to differ  materially  from  those
included in these statements. These risks and uncertainties include, but are not
limited to, the following: (1) changes in political and economic conditions; (2)
interest rate fluctuations; (3) competitive product and pricing pressures within
the  Company's  markets;  (4) equity and fixed income market  fluctuations;  (5)
personal and corporate customers' bankruptcies;  (6) inflation; (7) acquisitions
and integration of acquired businesses;  (8) technological  changes; (9) changes
in law; (10) changes in fiscal,  monetary,  regulatory  and tax  policies;  (11)
monetary  fluctuations;  (12)  success  in  gaining  regulatory  approvals  when
required; and (13) other risks and uncertainties listed from time to time in the
Company's SEC reports and announcements.

General

     The Company,  through its subsidiary  Bank,  conducts a commercial  banking
business,  which  consists of attracting  deposits  from the general  public and
applying those funds to the origination of commercial,  consumer and real estate
loans (including  commercial loans collateralized by real estate). The Company's
profitability  depends primarily on net interest income, which is the difference
between interest income generated from interest-earning  assets (i.e., loans and
investments) less the interest expense incurred on interest-bearing  liabilities
(i.e., customer deposits and borrowed funds). Net interest income is affected by
the   relative   amounts  of   interest-earning   assets  and   interest-bearing
liabilities,  and the  interest  rate  paid and  earned on these  balances.  Net
interest income is dependent upon the Company's  interest rate spread,  which is
the difference between the average yield earned on its  interest-earning  assets
and  the  average   rate  paid  on  its   interest-bearing   liabilities.   When
interest-earning  assets approximates or exceeds  interest-bearing  liabilities,
any positive  interest rate spread will generate  interest income.  The interest
rate  spread is  impacted  by interest  rates,  deposit  flows and loan  demand.
Additionally, and to a lesser extent, the Company's profitability is affected by
such factors as the level of non-interest income and expenses, the provision for
loan losses and the effective tax rate.  Non-interest  income consists primarily
of deposit account service charges and other customer service fees. Non-interest
expenses consist of compensation and benefits,  occupancy-related  expenses, and
other expenses.

Summary

     Net income for 2003 was $8,396,549,  a 30.8% increase over 2002 net income.
Net income for 2002 was $6,418,306,  a 20.05% increase over 2001 net income. Net
income for 2001 was  $5,346,217,  a 5.1% increase over 2000 net income.  Diluted
net  income per common  share for 2003 was $2.22  compared  to $1.70 in 2002 and
$1.43 in 2001.  Net income for 2000 was  $5,085,061,  a 39.1% increase from 1999
net income of $3,656,265.

     The  increases  in net income  from 2000 to 2001 and from 2001 to 2002 were
primarily attributable to increased volume of loans, with the resulting increase
in interest and fees. In 2001 and 2002,  the volume  increase in loans more than
offset the decrease in loan interest  rates as discussed  more fully below.  The
increase from 2002 to 2003 was primarily  attributable to an increase in the net
interest margin as deposit costs decreased more than loan yields decreased.

                                       11

<PAGE>

Earning Assets

     During 2003,  earning  assets  averaged  $486  million,  an increase of $61
million (13.8%) over 2002. During 2002, earning assets averaged $426 million, an
increase of $118 million  (38.3%) over 2001.  Average earning assets during 2001
totaled $308 million, an increase of $61 million (24.7%) over 2000.

     The management of the Company  considers many criteria in managing  earning
assets, including creditworthiness, diversification, maturity, and interest rate
sensitivity.  The  following  table  sets forth the  Company's  interest-earning
assets by category at December 31, in each of the last three years.

<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                           ----------------------------------------
                                                                               2003          2002          2001
                                                                           -----------   -----------    -----------
                                                                                        (In thousands)
<S>                                                                        <C>           <C>            <C>
Interest-bearing deposits with banks....................................   $       857   $    12,668    $    10,345
Securities..............................................................        38,938        36,524         35,001
Federal funds sold......................................................        13,765        32,902             --
Loans:
   Real estate..........................................................       381,709       361,420        272,310
   Commercial and other.................................................        55,884        54,994         46,356
                                                                           -----------   -----------    -----------
     Total loans........................................................       437,593       416,414        318,666
                                                                           -----------   -----------    -----------

Interest-earning assets ................................................   $   491,153   $   498,508    $   364,012
                                                                           ===========   ===========    ===========
</TABLE>

Loan Portfolio

     Loan and deposit growth is emphasized in each market the Company  operates.
The Company has been  successful  in competing  for loans  against  other larger
institutions   due  primarily  to  a  lending   strategy  that  includes  direct
involvement by local management. Different customers require different solutions
to their financial needs and appreciate  local banking  officers that understand
the local environment and can provide for their business requirements.

     Average loans  increased $55 million  (14.9%) in 2003 compared to 2002. The
increase in loans was a result of successful marketing efforts to originate real
estate  construction loans and other real estate loans. Loan growth for 2003 was
funded primarily by issuance of brokered certificates of deposit.

     Average loans  increased $115 million (45.3%) in 2002 compared to 2001. The
increase in loans was a result of successful marketing efforts to originate real
estate  construction loans and other real estate loans. Loan growth for 2002 was
funded  primarily  by issuance of brokered  certificates  of deposit and Federal
Home Loan Bank of Atlanta advances.

     Average loans  increased $49 million  (23.7%) in 2001 compared to 2000. The
increase in loans was a result of population growth, branch openings, and strong
loan demand.  Loan growth for 2001 was funded  primarily with customer  deposits
and Federal Home Loan Bank of Atlanta advances.

     The following table sets forth the balances in certain  categories of loans
at December 31 for each of the five years ending December 31, 2003.


             [The remainder of this page intentionally left blank.]

                                       12
<PAGE>

<TABLE>
<CAPTION>

                                                   Loan Portfolio

                                                    December 31,
                            2003                2002                2001              2000              1999
                     ------------------  -----------------  -----------------  -----------------  -----------------
                                Percent            Percent           Percent            Percent            Percent
                      Amount   of Total   Amount  of Total   Amount  of Total   Amount  of Total   Amount  of Total
                     --------  --------  -------- --------  -------- --------  -------- --------  -------- --------
                                               (Dollars in Thousands)
Commercial, financial
<S>                  <C>          <C>    <C>         <C>     <C>        <C>     <C>        <C>    <C>         <C>
  and agricultural.  $ 45,274     10.31% $ 42,876    10.27%  $ 38,007   11.92%  $37,628    16.56% $ 32,718    17.98%
Real estate -
  construction.....   172,890     39.37   140,723    33.70     93,049   29.17    73,665    32.42    48,442    26.63
Real estate -
 mortgage             208,819     47.55   220,697    52.84    179,261   56.20   110,409    48.60    95,257    52.35
Consumer...........    10,440      2.38    12,089     2.89      8,481    2.66     5,267     2.32     5,221     2.87
Other..............     1,712      0.39     1,226     0.30        157    0.05       221     0.10       303     0.17
                     --------  --------  --------  -------   --------  -------  -------  -------  --------  -------
                      439,135    100.00%  417,611   100.00%   318,955  100.00%  227,190   100.00%  181,941   100.00%
                               ========            =======             =======           =======            =======

Unearned income....    (1,542)             (1,197)               (289)              (35)              (177)
Allowance for loan
  losses...........    (8,067)             (6,319)             (3,803)           (3,267)            (2,261)
                     --------            --------            --------           -------           --------

Net loans..........  $429,526            $410,095            $314,863           $223,888          $179,503
                     ========            ========            ========           ========          ========
</TABLE>


     The following  table sets forth  maturities  of the loan  portfolio and the
sensitivity  to  interest  rate  changes of the  Company's  loan  portfolio  (in
thousands):

<TABLE>
<CAPTION>

              Selected Loan Maturity and Interest Rate Sensitivity

                                                                                        Rate Structure for Loans
                                                        Maturity                         Maturing Over One Year
                                 ---------------------------------------------------  -----------------------------
                                                Over One
                                      One         Year         Over                    Predetermined   Floating or
                                    Year or      Through       Five                      Interest      Adjustable
                                     Less      Five Years      Years        Total          Rate           Rate
                                 -----------   -----------  -----------  -----------  -------------  --------------
                                                             (Amounts in thousands)
Commercial, financial
<S>                              <C>           <C>          <C>          <C>          <C>            <C>
   and agricultural............  $    22,472   $    22,273  $       529  $    45,274  $      20,734  $        2,068
Real estate - construction.....       73,105        71,409       28,376      172,890         23,466          76,319
                                 -----------   -----------  -----------  -----------  -------------  --------------

   Total.......................  $    95,577   $    93,682  $    28,905  $   218,164  $      44,200  $       78,387
                                 ===========   ===========  ===========  ===========  =============  ==============
</TABLE>

     For the  purposes  of this  schedule,  loans  that have  reached  the fixed
contractual floor rate are treated as having a pre-determined interest rate.

Securities Portfolio

     The  securities  portfolio  increased  by $2.4 million or 6.6% from 2002 to
2003. The balance in the securities  portfolio increased by $1.5 million or 4.4%
from 2001 to 2002. The balance in the securities  portfolio was relatively  flat
for the past three years as funds were allocated primarily to the loan portfolio
throughout that period.

     The Company  maintains an investment  strategy of seeking  portfolio yields
within acceptable risk levels, as well as providing liquidity through borrowings
secured by that  portfolio.  On a daily basis,  funds  available for  short-term
investment  are  determined.   Funds  available  for  long-term  investment  are
projected  based upon  anticipated  loan and deposit  growth,  liquidity  needs,
pledging requirements,  maturities of securities, and other factors. The Company
holds   two    classifications    of    securities:    "Held-to-Maturity"    and
"Available-for-Sale." The Available-for-Sale

                                       13
<PAGE>

securities are carried at estimated fair market value and are equity  securities
at year-end  2003,  2002 and 2001.  Held-to-Maturity  securities  are carried at
amortized  cost and  represent  the  largest  portion  of the  total  securities
portfolio. At December 31, 2003, 2002 and 2001 there were no material unrealized
gains (losses) in the Available-for-Sale  portfolio.  At December 31, 2003, 2002
and 2001,  net  unrealized  gains  (losses)  in the  Held-to-Maturity  portfolio
amounted to ($456,579), $780,513 and $249,651, respectively.

     The  following  table  presents  the  carrying  amounts  of the  securities
portfolio at December 31, in each of the last three years.

                              Securities Portfolio
<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                     ----------------------------------------------
                                                                         2003             2002            2001
                                                                     -------------   -------------   --------------
                                                                                     (In thousands)
 Held-to-Maturity:
<S>                                                                  <C>             <C>             <C>
   U.S. government and agencies.................................     $       1,768   $       3,000   $       16,098
   State and municipal..........................................                --              --              110
   Mortgage-backed securities...................................            33,985          30,339           16,833
                                                                     -------------   -------------   --------------
     Total Held-to-Maturity.....................................            35,753          33,339           33,041
                                                                     -------------   -------------   --------------

 Available-for-Sale:
   Equity securities............................................             3,185           3,185            1,960
                                                                     -------------   -------------   --------------
     Total Available-for-Sale...................................             3,185           3,185            1,960
                                                                     -------------   -------------   --------------

Total Securities................................................     $      38,938   $      36,524   $       35,001
                                                                     =============   =============   ==============
</TABLE>

     The  following  table  indicates  the  respective  maturities  and weighted
average yields of securities (dollars in thousands):

                      Security Portfolio Maturity Schedule
<TABLE>
<CAPTION>

                                                                                           December 31, 2003
                                                                                     ------------------------------
                                                                                                          Weighted
                                                                                                           Average
                                                                                         Amount             Yield
                                                                                     -------------        ---------
U.S. Treasury and other U.S. Government agencies:
<S>                                                                                          <C>               <C>
   Maturing within one year.......................................................   $          --             0.00%
   Maturing after one year within five years......................................           1,768             1.75
   Maturing after five within ten years...........................................              --             0.00
   Maturing after ten years.......................................................              --             0.00

Mortgage-backed securities........................................................          33,985             3.77
Equity securities.................................................................           3,185             3.22
                                                                                     -------------
   Total..........................................................................   $      38,938             3.54%
                                                                                     =============
</TABLE>

     There were no securities  held by the Company of which the aggregate  value
at December 31, 2003, 2002 and 2001 exceeded ten percent of shareholders' equity
at that date.  (Securities,  which are  payable  from,  and  secured by the same
source of revenue or taxing  authority,  are  considered  to be  securities of a
single issuer.  Securities of the U.S.  Government and U.S.  Government agencies
and corporations are not included.)

                                       14
<PAGE>

Deposits and Borrowed Funds

     Average  deposits  increased $44 million  (12.1%) in 2003 compared to 2002.
Average  deposits  increased $95 million  (35.1%) in 2002 compared to 2001.  The
largest  area of  growth  in 2003 was in  average  money  market,  savings,  and
non-interest  bearing demand  deposits,  which increased $29.7 million in total.
From 2001 to 2002, the greatest increase was in time deposits.

     Average  deposits rose $55 million or 25.5% in 2001 compared to 2000. Total
deposits  increased $69 million or 27.5% from year-end 2000 to 2001. The largest
area of growth in 2001 was in  certificates  of  deposit,  which  increased  $32
million. From 2000 to 2001, interest-bearing transaction deposits increased $5.1
million or 25.5%,  savings deposits  increased $18 million or 34.5%,  other time
deposits of less than $100,000 increased $13 million or 17.2%, and time deposits
of  $100,000  or more  increased  $19 million or 34.2%.  From  year-end  2000 to
year-end 2001,  total  non-interest  bearing  deposits  increased $14 million or
29.4%.

     The following table sets forth the Company's  deposit structure at December
31 in each of the last three years.

<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                     ----------------------------------------------
                                                                         2003             2002            2001
                                                                     -------------   -------------   --------------
                                                                                     (In thousands)
Noninterest-bearing deposits:
<S>                                                                  <C>             <C>             <C>
   Individuals partnerships and corporations....................     $      72,498   $      49,970   $       43,736
   U.S. Government and states and political subdivisions........             3,201           2,311            2,408
   Certified and official checks................................             2,598           2,197           14,017
                                                                     -------------   -------------   --------------
     Total non-interest-bearing deposits........................            78,297          54,478           60,161
                                                                     -------------   -------------   --------------

Interest-bearing deposits:
   Interest - bearing demand accounts...........................            29,885          24,774           24,959
   Savings accounts.............................................           103,060          92,109           69,963
   Certificates of deposit, less than $100,000..................            69,096         111,774           86,992
   Certificates of deposit, more than $100,000..................           142,946         140,800           75,786
                                                                     -------------   -------------   --------------
     Total interest-bearing deposits............................           344,987         369,457          257,700
                                                                     -------------   -------------   --------------

     Total deposits.............................................     $     423,284   $     423,935   $      317,861
                                                                     =============   =============   ==============
</TABLE>

     The following  table presents a breakdown by category of the average amount
of deposits  and the  weighted  average  rate paid on  deposits  for the periods
indicated:

<TABLE>
<CAPTION>

                                                                  Years Ended December 31,
                                           -----------------------------------------------------------------------
                                                    2003                    2002                     2001
                                           ----------------------  ----------------------   -----------------------
                                              Amount       Rate       Amount       Rate       Amount        Rate
                                           ----------  ----------  ----------   ---------   ---------    ----------
                                                                   (Dollars in thousands)
<S>                                        <C>             <C>     <C>              <C>     <C>              <C>
Non interest-bearing deposits............  $   64,306      0.00%   $   53,376       0.00%   $  43,735        0.00%
Savings deposits.........................     105,121      1.29        86,383       1.99       66,586        3.14
Time deposits............................     214,268      3.02       203,413       3.99      138,773        6.05
Interest-bearing demand deposits.........      27,389      0.38        23,460       0.90       22,337        1.92
                                           ----------              ----------               ---------

  Total deposits.........................  $  411,084      1.93    $  366,632       2.74    $ 271,431        4.02
                                           ==========              ==========               =========
</TABLE>

                                       15
<PAGE>

     At December  31,  2003,  time  deposits  of $100,000 or greater  aggregated
approximately $142.9 million. The following table indicates,  as of December 31,
2003,  2002 and 2001 the dollar  amount of $100,000 or more time deposits by the
time remaining until maturity (in thousands):

<TABLE>
<CAPTION>

                                           Maturities of Large Time Deposits
                                                   (In thousands)

                                                                         2003             2002            2001
                                                                     -------------   -------------   --------------
<S>                                                                  <C>             <C>             <C>
Three months or less............................................     $      33,888   $      49,384   $       27,855
Over three through six months...................................             9,440           7,461            3,301
Over six through twelve months..................................            58,378          40,581           27,476
Over twelve months..............................................            41,240          43,374           17,154
                                                                     -------------   -------------   --------------
     Total......................................................     $     142,946   $     140,800   $       75,786
                                                                     =============   =============   ==============
</TABLE>

     At  December  31, 2003 and 2002,  respectively,  borrowed  funds  consisted
primarily of long-term  debt.  The Bank had  $41,500,000  in available  lines to
purchase   federal  funds,   on  an  unsecured   basis,   from  other  financial
institutions.  At December 31, 2003, the Bank had $7,000,000  advanced under one
of those lines and, at  December  31,  2001,  the Bank had  $1,086,000  advanced
against  these lines.  There were no advances  against these lines at the end of
2002.  At December  31, 2003 and 2002 the Company  also had credit  available of
approximately  $79 million  with the Federal  Home Loan Bank of Atlanta.  Of the
credit  available,  $46,000,000 (of which $6,000,000 was a letter of credit used
to secure public funds) and  $50,000,000  had been utilized at December 31, 2003
and 2002,  respectively.  The line is secured by residential and commercial real
estate loans and investment securities at December 31, 2003.

     The following  table sets forth the expected debt service for the next five
years based on interest rates and repayment provisions as of December 31, 2003.

                          Maturities of Long-term Debt
                                 (In thousands)
<TABLE>
<CAPTION>

                                                          2004        2005        2006        2007         2008
                                                       ---------   ---------    --------    --------    -----------
<S>                                                    <C>         <C>          <C>         <C>         <C>
   Interest on indebtedness.........................   $   1,831   $   1,448    $  1,160    $    1,160  $     1,160
   Repayment of principal...........................       5,019      15,003          --            --           --
                                                       ---------   ---------    --------    ----------  -----------

                                                       $   6,850   $  16,451    $  1,160    $    1,160  $     1,160
                                                       =========   =========    ========    ==========  ===========
</TABLE>


Capital Resources

     Shareholders' equity increased $7.6 million to $42.1 million as of December
31, 2003,  and increased  $5.3 million to $34.5 million as of December 31, 2002.
Shareholders'  equity increased $3.2 million $29.1 to million as of December 31,
2001.  The  increase  in  shareholders'  equity  for  2003,  2002  and  2001 was
attributable to net income less dividends declared.

     On June 21, 2002, FCBI Capital Trust I ("FCBI Trust"), a Delaware statutory
trust established by the Company,  received  $10,000,000 in proceeds in exchange
for $10,000,000  principal amount of FCBI Trust's floating rate cumulative trust
preferred  securities (the "preferred  securities") in a trust preferred private
placement.  The  proceeds  of that  transaction  were then used by FCBI Trust to
purchase  an  equal  amount  of  floating-rate   subordinated   debentures  (the
"subordinated   debentures")   of  the  Company.   The  Company  has  fully  and
unconditionally guaranteed all obligations of FCBI Trust on a subordinated basis
with respect to the preferred  securities.  The Company does not consolidate the
FCBI Trust preferred  securities and accounts for the debentures  issues to FCBI

                                       16
<PAGE>

Trust as debt. Subject to certain limitations,  the preferred securities qualify
as Tier 1 capital,  although the Federal Reserve  regulators are  re-considering
this treatment,  as a result of recent accounting rules changes,  discussed more
fully  elsewhere  herein.  The  sole  asset of FCBI  Trust  is the  subordinated
debentures  issued by the Company.  Both the preferred  securities of FCBI Trust
and the subordinated  debentures of the Company each have approximately  30-year
lives.  However,  both the Company and FCBI Trust have a call option  after five
years, subject to regulatory capital requirements.

     A strong capital position, which is vital to the continued profitability of
the Company,  also  promotes  depositor and investor  confidence  and provides a
solid  foundation  for the future growth of the  organization.  The objective of
management is to maintain a level of  capitalization  that is sufficient to take
advantage  of  profitable   growth   opportunities   while  meeting   regulatory
requirements.  This is achieved by improving  profitability  through effectively
allocating  resources to more  profitable  businesses,  improving asset quality,
strengthening service quality, and streamlining costs. The primary measures used
by  management  to monitor the results of these efforts are the ratios of return
on average assets, return on average common equity and average equity to average
assets.

     The table below  summarizes  these and other key ratios for the Company for
each of the last three years.

<TABLE>
<CAPTION>

                           Return on Equity and Assets

                                                                           2003           2002          2001
                                                                        -----------   -----------   -----------
<S>                                                                            <C>           <C>           <C>
Return on average assets...........................................            1.63%         1.44%         1.65%
Return on average common equity....................................           21.60         20.04         19.09
Dividend payout ratio..............................................            9.30         17.03         40.74
Average common shareholders' equity to average
   assets ratio....................................................            7.57          7.18          8.64
</TABLE>

     In addition,  bank holding  companies  are required to maintain  capital to
support, on a risk-adjusted  basis, certain off-balance sheet activities such as
loan commitments.  The Federal Reserve has adopted capital guidelines  governing
the  activities  of  bank  holding  companies.   These  guidelines  require  the
maintenance  of an  amount  of  capital  based on  risk-adjusted  assets so that
categories  of assets with  potentially  higher  credit risk will  require  more
capital backing than assets with lower risk.

     The capital guidelines classify capital into two tiers, referred to as Tier
I and Tier II. Under risk-based capital requirements,  Total Capital consists of
Tier I Capital,  which is generally common  shareholders'  equity less goodwill,
and Tier II  Capital,  which is  primarily a portion of the  allowance  for loan
losses and  certain  qualifying  debt  instruments.  In  determining  risk-based
capital requirements,  assets are assigned risk-weights of 0% to 100%, depending
primarily on the regulatory  assigned levels of credit risk associated with such
assets.   Off-balance   sheet  items  are  considered  in  the   calculation  of
risk-adjusted  assets through conversion factors  established by the regulators.
The framework for calculating risk-based capital requires banks and bank holding
companies to meet the regulatory  minimums of 4% Tier I and 8% total  risk-based
capital.  In  1990  regulators  added  a  leverage  computation  to the  capital
requirements,  comparing  Tier I Capital to total average  assets less goodwill.
Banks have similar capital requirements.

     During 2001, the Bank issued  $5,000,000 in subordinated debt to qualify as
Tier II  Capital.  Portions  of this  debt  qualify  according  to  maturity  as
allowable Tier II Capital.  In 2001, the Bank had $4,400,000 as qualifying  Tier
II Capital.  There were no similar transactions during 2000. The Bank repaid the
subordinated debt from the proceeds of the Trust Preferred securities, issued by
the Company and injected into the Bank as Tier I capital.

                                       17
<PAGE>


     The table below illustrates the Company's  regulatory  capital ratios under
federal guidelines at December 31, 2003, 2002 and 2001:


                             Capital Adequacy Ratios
<TABLE>
<CAPTION>

                                                             Statutory             Years ended December 31,
                                                                           ----------------------------------------
                                                              Minimum          2003          2002          2001
                                                            ------------   -----------   -----------    -----------
                                                                                    (Amounts in thousands)
<S>                                                                        <C>           <C>            <C>
  Tier I Capital...........................................                $    52,086   $    44,464    $    29,139
  Tier II Capital..........................................                      6,136         5,856          8,203
                                                                           -----------   -----------    -----------

  Total Qualifying Capital.................................                $    58,222   $    50,320    $    37,342
                                                                           ===========   ===========    ===========
  Risk Adjusted Total Assets (including
  off-balance-sheet exposures).............................                $   488,931   $   468,050    $   350,629
                                                                           ===========   ===========    ===========

  Adjusted quarterly average assets........................                $   508,561   $   485,977    $   351,496
                                                                           ===========   ===========    ===========

  Tier I Capital Ratio.....................................         4.00%        10.65%         9.50%         8.31%

  Total Capital Ratio......................................         8.00         11.91         10.75         10.65

  Leverage Ratio...........................................         4.00         10.24          9.15          8.29

</TABLE>

     Information  on  the  Bank  capital  ratios  appears  in  Note  11  to  the
consolidated financial statements contained elsewhere herein.

     On  December  31, 2003 the Company  and the Bank  exceeded  the  regulatory
minimums and qualified as well capitalized institutions under the regulations.

Liquidity Management

     Liquidity  is the ability of a company to convert  assets into cash without
significant  loss  and to  raise  funds  by  increasing  liabilities.  Liquidity
management  involves  having  the  ability  to meet  the  day-to-day  cash  flow
requirements of its customers,  whether they are depositors  wishing to withdraw
funds or borrowers requiring funds to meet their credit needs.

     The primary  function of  asset/liability  management is not only to assure
adequate liquidity in order for the Bank to meet the needs of its customer base,
but to maintain an appropriate  balance  between  interest-sensitive  assets and
interest-sensitive liabilities so that the Bank can remain profitable in varying
interest rate  environments.  Both assets and liabilities are considered sources
of liquidity funding and both are, therefore, monitored on a daily basis.

     The asset portion of the balance sheet provides liquidity primarily through
loan repayments and maturities of or pledge of securities. Additional sources of
liquidity  are  investments  in  federal  funds  sold and  prepayments  from the
mortgage-backed securities in the securities portfolio.

     The  liability  portion of the balance  sheet  provides  liquidity  through
various interest bearing and noninterest-bearing  deposit accounts. The Bank had
$34,500,000  and $22,250,000 of federal funds available at December 31, 2003 and
2002, respectively. The Bank also had available as a source of financing, a line
of credit with the Federal  Home Loan Bank of Atlanta of which  $32,700,000  and
$28,000,000   was   available   and  unused  at  December  31,  2003  and  2002,
respectively,  subject to the  availability  of assets to pledge to secure  such
borrowings.

                                       18
<PAGE>

Interest Rate Sensitivity Management

     Interest rate  sensitivity is a function of the re-pricing  characteristics
of  the  Company's  portfolio  of  assets  and  liabilities.   These  re-pricing
characteristics are the time frames within which the interest-bearing assets and
liabilities  are subject to change in interest  rates either at  replacement  or
maturity  during the life of the  instruments.  Sensitivity  is  measured as the
difference  between the volume of assets and  liabilities  in the Bank's current
portfolio that are subject to re-pricing in future time periods. The differences
are known as interest sensitivity gaps and are usually calculated separately for
segments of time ranging from zero to thirty  days,  thirty-one  to ninety days,
ninety-one  days to one  year,  one to five  years,  over  five  years  and on a
cumulative basis.

     The following table shows interest sensitivity gaps for different intervals
as of December 31, 2003.

<TABLE>
<CAPTION>

                       Interest Rate Sensitivity Analysis
                                 (In thousands)

                                         0-30         31-90        90-365         1-5        Over 5
                                         Days          Days         Days         Years        Years        Total
                                      -----------  -----------  -----------  -----------  -----------   -----------

Interest-earning assets (1)
<S>                                   <C>          <C>          <C>          <C>          <C>           <C>
   Loans............................  $    41,783  $    41,145  $   104,609  $   174,351  $    65,978   $   427,866
   Securities and federal funds sold       13,765          850        1,787       19,272       17,029        52,703
   Interest-bearing deposits in banks         857           --           --           --           --           857
                                      -----------  -----------  -----------  -----------  -----------   -----------
                                           56,405       41,995      106,396      193,623       83,007       481,426
                                      -----------  -----------  -----------  -----------  -----------   -----------
Interest-bearing liabilities (2)
   Demand deposits (3)..............        9,962        9,962        9,962           --           --        29,885
   Savings deposits (3).............       34,353       34,353       34,353           --           --       103,060
   Time deposits....................       17,391       31,524       96,560       66,567           --       212,042
   Long-term borrowings.............           --           --        5,019       15,003       30,310        50,332
                                      -----------  -----------  -----------  -----------  -----------   -----------
                                           61,706       75,839      145,894       81,570       30,310       395,319
                                      -----------  -----------  -----------  -----------  -----------   -----------

Interest sensitivity gap............  $    (5,301) $   (33,844) $   (39,498) $   112,053  $    52,697   $    86,107
                                      ===========  ===========  ===========  ===========  ===========   ===========

Cumulative interest sensitivity gap.  $    (5,301) $   (39,145) $   (78,643) $    33,410  $    86,107
                                      ===========  ===========  ===========  ===========  ===========

Ratio of interest-earning assets to
     Interest-bearing liabilities...         0.91         0.55         0.73         2.37         2.74

Cumulative ratio....................         0.91         0.72         0.72         1.09         1.22

Ratio of cumulative gap to total
   interest-earning assets..........       (0.011)      (0.081)      (0.163)       0.069        0.179

<FN>
(1)  Excludes  non-accrual loans.  Securities  maturities are based on projected
     re-payments  at  current   interest  rate  levels.

(2)  Excludes matured certificates, which have not been redeemed by the customer
     and on which no interest is  accruing.

(3)  Interests  bearing demand and savings deposits are assumed to be subject to
     movement into other deposit  instruments  in equal amounts  during the 0-30
     day period, the 31-90 day period, and the 91-365 day period.
</FN>
</TABLE>

     The above table indicates that in a rising interest rate  environment,  the
Company's  earnings may be negatively  affected in the short-term,  (0-365 days)
due to earning assets re-pricing slower than  interest-bearing  liabilities.  As
seen in the preceding  table,  for the first 30 days of  re-pricing  opportunity
there is an  excess of  earning  assets  over  interest-bearing  liabilities  of
approximately $5.6 million. For the first 365 days, interest-bearing liabilities
exceed  earning  assets by  approximately  $79  million.  Changes  in the mix of
earning assets or supporting liabilities can either increase or decrease the net
interest margin without affecting  interest rate sensitivity.  In addition,  the
interest rate spread and the level of  interest-bearing  assets and  liabilities
may  change,  thus  impacting  net  interest  income.  It should be noted that a
matched  interest-sensitive  position  by itself  does not  ensure  maximum  net
interest income.

     Management  continually evaluates the condition of the economy, the pattern
of market  interest  rates,  and other  economic  data to determine the types of
investments  that should be made and at what  maturities.  Using this

                                       19
<PAGE>

analysis,  management from time to time assumes calculated interest  sensitivity
gap positions to maximize net interest income based upon  anticipated  movements
in the general level of interest rates.


Results of Operations

Net Interest Income

     Net interest income is the principal component of a financial institution's
income  stream  and  represents  the  spread  between  interest  and fee  income
generated  from  earning  assets and the  interest  expense paid on deposits and
borrowings. The following discussion is on a fully taxable equivalent basis.

     Net interest income increased  approximately  $3.9 million (20.3%) to $23.4
million in 2003 compared to 2002.  Net interest  income  increased  $3.6 million
(22.6%) to $19.5  million from 2001 to 2002.  The increase  each year in the net
interest  income  is  primarily  due  to  increased   volume  in  average  loans
outstanding during the periods.

     Interest income was $33.5 million in 2003, which represented an increase of
$2.2 million (7.2%) over 2002.  Interest  income  produced by the loan portfolio
increased  $3.0 million  (10.6%) in 2003 from 2002. A significant  factor in the
higher interest  income from loans in 2003 was the effect of contractual  limits
on the lowest level to which variable rate loans could decline ("floors"). While
floors on interest rates in loan  contracts have been  beneficial in the current
low-rate  environment,  it is likely that future  increases  in interest  rates,
should that occur,  will not increase the rates on "floored" loans as rapidly as
interest  expense will increase.  Thus,  net interest  income will be negatively
impacted.  At December 31, 2003,  management  estimated that  approximately $119
million of the $285 million in variable  rate loans have reached the floor rate.
Interest income on securities decreased $858 thousand (39.2%) from 2002 to 2003.
The decrease in securities  income from 2002 to 2003 is due the combined effects
of lower rates earned and lower average balances invested.

     Interest income was $31.3 million in 2002, which represented an increase of
12.1% over 2001.  Interest income produced by the loan portfolio  increased $3.9
million  (15.7%)  in 2002  compared  to  2001.  The  increase  in loan  interest
reflected  the  offsetting  effects of a lower  average rate earned on a greater
average  investment  in loans.  Interest  income on  securities  decreased  $299
thousand  (12.0%) in 2002 compared to 2001. The decrease in securities  interest
from 2001 to 2002  reflected an increase in the average  volume more than offset
by the  decline  in  yield.  The call of  higher  rate  U.S.  Government  Agency
securities contributed to the lower yields.

     Interest  income was $27.9 million in 2001,  which  represented an increase
$2.9 million  (11.6%) over 2000.  Interest income produced by the loan portfolio
increased  $2.4 (10.8%) in 2001 compared to 2000.  The increase in loan interest
reflected  the  offsetting  effects of a lower  average rate earned on a greater
average  investment  in loans.  Interest  income  on  securities  increased  $37
thousand  (1.5%) in 2001  compared to 2000.  The minor  increase  in  securities
income from 2000 to 2001  reflected a stable  average  investment  in securities
during 2001 and 2000.

     Interest  income other than loans and securities  increased by $57 thousand
in 2003 and decreased by $258 thousand from 2001 to 2002.  During 2001, the Bank
maintained a slightly larger  investment in federal funds sold (averaging  $10.7
million)  compared  to 2000 while rates  declined  significantly  (about  2.8%),
resulting in the decreased  income.  In 2003, the average amount invested in fed
funds sold cause the increase in interest income.

     Interest income other than loans and securities  increased by $436 thousand
from 2000 to 2001.  During 2001, the Company  maintained a larger  investment in
federal funds sold  (averaging $11 million)  compared to 2000,  resulting in the
increased income.  Interest income other than loans and securities  decreased by
$106 thousand from 1999 to 2000. The decrease is due primarily to the decline in
the average federal funds sold balance.

     Total interest  expense  decreased by $1.7 million (14.5%) in 2003 compared
to 2002 and  decreased by $231  thousand  (1.9%) in 2002  compared to 2001.  The
decrease in interest expense in 2003 was caused by lower time deposit rates. The
interest  expense  decrease  from 2001 to 2002 is  primarily  due to the  volume
increase  in time  deposit  accounts  and FHLB  advances  more than  offset by a
decline  in the  average  rate  paid on both.  (See the

                                       20
<PAGE>

"Rate/Volume Analysis" following this section.) Interest expense on time deposit
accounts  decreased  $1,641  thousand  although the average volume  increased by
$10.9 million.  The  significant  rate decline was cause by a shift from locally
generated  time deposits to brokered  time  deposits and the general  decline in
rates during 2002.

     Total interest  expense  increased by $1.7 million (17.0%) in 2001 compared
to 2000. The interest expense increase from 2000 to 2001 is primarily due to the
volume increase in time deposit  accounts,  partially offset by a 38 basis point
decline in the average rate paid on total interest-bearing liabilities. Interest
expense on time deposit  accounts  increased  $2.2 million  (36.7%) from 2000 to
2001 as the Bank relied on that source of funds to make loans.

     The trend in net interest  income is commonly  evaluated  by measuring  the
average yield on earning assets, the average cost of funds, and the net interest
margin.  The Company's  average yield on earning assets (total  interest  income
divided by average interest earning assets)  decreased in 2003 to 6.89% compared
to 7.33% in 2002. The drop in Prime rate caused most of the decline during 2002,
which  carried over into 2003 at the same time the Bank had over $100 million in
loans tied to that index. In line with the national  interest rate markets,  the
Bank's average cost of funds (total interest expense divided by average interest
bearing  liabilities)  declined from 3.30% in 2002 to 2.49% in 2003.  The Bank's
net interest  margin (net interest  income divided by average  interest  earning
assets)  increased in 2003 to 4.82% compared to 4.57%,  in 2002. The decline was
caused by the  Bank's  asset  sensitive  position  during a period  of  dropping
interest  rates in 2002  and the  re-pricing  of  longer-term  interest  bearing
liabilities (primarily  certificates of deposit) in 2003 as discussed more fully
in the section titled "Interest Rate Sensitivity  Management"  elsewhere in this
report.

     The net  interest  margin  decreased  60 basis points in 2002 from 5.17% in
2001 to 4.57%,  reflecting  a major  decline in the  average  Prime rate for the
year. The decline in rate was driven by national economic factors and was offset
by rapid loan growth  resulting in higher interest income on loans in 2002. That
loan growth required a significant  increase in brokered  certificate of deposit
utilization  to keep  rates  as low as  possible.  Raising  funds  in the  local
southwest  Florida  market  would  have  cost  more due to  competing  financial
institutions also offering higher than national rates.

     The Bank's average yield on earning assets (total  interest  income divided
by average  interest  earning  assets)  decreased  in 2001 to 9.08%  compared to
10.12% in 2000. The drop in Prime rate caused most of the decline during 2001 at
the same time the Bank had over $100  million  in loans tied to that  index.  In
line with the national  interest rate markets,  the Bank's average cost of funds
(total  interest  expense  divided  by  average  interest  bearing  liabilities)
declined  from 5.21% in 2000 to 4.83% in 2001.  The Bank's net  interest  margin
(net interest income divided by average  interest  earning  assets)  declined in
2001 to 5.17% in 2001  compared to 5.96% in 2000.  The decline was caused by the
Bank's asset sensitive position during a period of dropping interest rates.


              [The remainder of this page intentionally left blank]

                                       21
<PAGE>

     The tables that follow show, for the periods  indicated,  the daily average
balances  outstanding for the major  categories of  interest-bearing  assets and
interest-bearing  liabilities,  and the  average  interest  rate  earned or paid
thereon. Such yields are calculated by dividing income or expense by the average
balance of the corresponding  assets or liabilities.  Also shown are the changes
in income attributable to changes in volume and changes in rate.

<TABLE>
<CAPTION>

                                    Average Balances, Interest Income/Expense and Yields/Rates
                                                     Taxable Equivalent Basis

                                                                Years Ended December 31,
                          ------------------------------------------------------------------------------------------------------
                                       2003                               2002                                2001
                          ---------------------------------  ---------------------------------   -------------------------------
                                     Interest     Average               Interest     Average                Interest     Average
                          Average     Income/     Yields/    Average     Income/     Yields/     Average     Income/     Yields/
                          Balance     Expense      Rates     Balance     Expense      Rates      Balance     Expense      Rates
                          -------   ----------   ----------  -------   ----------   ----------   -------   ----------   --------

                                                                  (Dollars in thousands)
 Assets:
   Earning assets:
     Loans, net of
<S>                   <C>            <C>              <C>   <C>        <C>               <C>    <C>        <C>             <C>
       unearned income(1)$425,278    $  31,874        7.49% $370,062   $   28,824        7.79%  $255,294   $   24,908      9.76%
   Securities:
     Taxable............   32,618        1,331        4.08    41,024        2,185        5.32     40,093        2,459      6.13
     Tax-exempt.........       --        --           0.00        82            5        7.32        325           29      8.31
                          -------   ----------               -------   ----------                -------   ----------
       Total securities.   32,618        1,331        4.08    41,106        2,190        5.33     40,418        2,488      6.15
   Interest-bearing deposits
     in other banks.....    7,301           80        1.10     3,483           78        2.24      1,137           55      4.84
   Federal funds sold...   21,446          237        1.11    11,723          182        1.55     10,675          463      4.34
                          -------   ----------               -------   ----------                -------   ----------
       Total interest-
         earning assets(2)486,643       33,522        6.89   426,374       31,274        7.34    307,524       27,914      9.08

   Non-interest earning assets:
    Cash and due from
      banks.............   19,688                             10,689                               8,756
     Accrued interest and
       other assets.....   14,373                             13,995                              11,449
     Allowance for
       loan losses......   (7,121)                            (4,740)                             (3,541)
                          -------                            -------                             -------

       Total assets..... $513,583                           $446,318                            $324,188
                         ========                           ========                            ========

Liabilities and Shareholders' Equity:
   Interest-bearing liabilities:
     Demand deposits.... $ 27,389          104        0.38%   23,460          210        0.90%  $ 22,337          429     1.92
     Savings deposits...  105,121        1,353        1.29    86,383        1,714        1.98     66,586        2,088     3.14
     Time deposits......  214,268        6,467        3.02   203,413        8,108        3.99    138,773        8,392     6.05
                          -------   ----------              --------   ----------               --------   ----------
       Total deposits...  346,778        7,924        2.29   313,256       10,032        3.20    227,696       10,909     4.79

     Long-term borrowings  55,660        2,131        3.83    41,701        1,699        4.07     17,478        1,004     5.74
     Short-term borrowings  2,239           26        1.16     2,759           56        2.03      3,773          105     2.78
                          -------   ----------              --------   ----------               --------   ----------
       Total interest-
        bearing
         liabilities...   404,677       10,081        2.49   357,716       11,787        3.30    248,947       12,018     4.83
                          -------   ----------              --------   ----------               --------   ----------

   Non interest-bearing liabilities:
     Demand deposits....   64,306                             53,376                              43,735
     Accrued interest and
       other liabilities    5,733                              3,201                               3,497
     Shareholders' equity  38,867                             32,025                              28,009
                          -------                           --------                            --------
       Total liabilities and
       shareholders'
         equity........  $513,583                           $446,318                            $324,188
                         ========                           ========                            ========

   Net interest income/net
    interest spread.....                23,441        4.40%                19,487        4.04%                 15,896     4.25%
                                     =========   ==========             =========   ==========                          =======

   Net yield on earning assets                        4.82%                              4.57%                            5.17%
                                                 ==========                         ==========                          =======

   Taxable equivalent adjustment:
     Securities.........                    --                                  1                                   9
     Loans..............                     2                                  6                                   2
                                     ---------                          ---------                          ----------
       Total taxable
        equivalent adjustment                2                                  7                                  11
                                     ---------                          ---------                          ----------

   Net interest income..             $  23,439                          $  19,480                          $   15,885
                                     =========                          =========                          ==========

<FN>

(1)  Average loans include nonaccrual loans. All loans and deposits are domestic.

(2)  Tax equivalent  adjustments have been based on an assumed tax rate of 34 percent, and do not give effect to the disallowance
     for federal income tax purpose of interest expense related to certain tax-exempt earning assets.
</FN>
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>

                                             Rate/Volume Variance Analysis
                                               Taxable Equivalent Basis

                                     Average Volume             Change in Volume             Average Rate
                             -------------------------------  --------------------  ------------------------------
                               2003       2002       2001     2003-2002  2002-2001    2003       2002       2001
                             ---------  ---------  ---------  ---------  ---------  --------   --------   --------
                                                             (Dollars in thousands)
Earning assets:
Loans, net of unearned
<S>         <C>              <C>        <C>        <C>        <C>        <C>             <C>       <C>        <C>
     income (1)...........   $ 425,278  $ 370,062  $ 255,294  $  55,216  $ 117,768       7.49%     7.79%      9.76%

Securities:
   Taxable.................     32,618     41,024     40,093     (8,406)       931       4.08      5.32       6.13
   Tax exempt..............         --         82        325        (82)      (243)      0.00      6.10       8.92
                             ---------  ---------  ---------  ---------  ---------
     Total securities......     32,618     41,106     40,418     (8,488)       688       4.08      5.33       6.16
                             ---------  ---------  ---------  ---------  ---------

Interest-bearing deposits
   with other banks........      7,301      3,483      1,137      3,818      2,346       1.10      2.24       4.84
Federal funds sold.........     21,446     11,723     10,675      9,723      1,048       1.11      1.55       4.34
                             ---------  ---------  ---------  ---------  ---------

     Total earning assets..  $ 486,643  $ 426,374  $ 307,524  $  60,269  $ 118,850       6.89      7.33       9.08
                             =========  =========  =========  =========  =========

Interest-bearing liabilities:
Deposits:..................
   Demand deposits.........  $  27,389  $  23,460  $  22,337  $   3,929  $   1,123       0.38      0.90       1.92
   Savings.................    105,121     86,383     66,586     18,738     19,797       1.29      1.98       3.14
   Time certificates.......    214,268    203,413    138,773     10,855     64,640       3.02      3.99       6.05
                             ---------  ---------  ---------  ---------  ---------
     Total deposits........    346,778    313,256    227,696     33,522     85,560       2.29      3.20       4.79

Long-term borrowings.......     55,660     41,401     17,478     14,269     23,923       3.83      4.10       5.74
Other borrowings...........      2,239      2,759      3,773       (520)    (1,014)      1.16      2.03       2.78
                             ---------  ---------  ---------  ---------  ---------

     Total interest-bearing
       liabilities.........  $ 404,677  $ 357,416  $ 248,947 $  47,261$    108,469       2.49      3.30       4.83
                             =========  =========  =========  =========  ==========

Net interest income/net interest spread                                                  4.40      4.04       4.25

Net yield on earning assets                                                              4.82      4.57       5.17

Net cost of funds..........                                                              2.07      2.76       3.91


</TABLE>

<TABLE>
<CAPTION>

                                                                                         Variance Attributed to
                                                                           -----------------------------------------------
                                   Interest
                               Income/Expense               Variance                 2003                     2002
                          ------------------------   --------------------  -----------------------  ----------------------
                           2003     2002     2001    2003-2002  2002-2001  Volume    Rate     Mix   Volume    Rate    Mix
                          ------   ------  -------   ---------  ---------  -------  -------  -----  -------  ------  -----
                                                                 (Dollars in thousands)
Earning assets:
Loans, net of
<S>                      <C>      <C>      <C>       <C>        <C>        <C>      <C>      <C>    <C>     <C>     <C>
  unearned income....... $31,873  $28,824  $24,908   $   3,055  $   3,910  $ 4,300  $(1,083) $(162) $11,197 $(5,027)$(2,260)
Securities:
   Taxable..............   1,332    2,184    2,459        (853)      (274)    (448)   (509)    105       57    (325)     (7)
   Tax exempt...........      --        5       29          (5)       (24)      (5)     (5)      5      (22)     (9)      7
                          ------   ------  -------   ---------  ---------  -------  ------   -----  -------  ------   -----
     Total securities...   1,332    2,189    2,488        (858)      (298)    (453)   (514)    110       35    (334)     --
                          ------   ------  -------   ---------  ---------  -------  ------   -----  -------  ------   -----
Interest-bearing deposits
   with other banks.....      80       78       55           3         22       86     (40)    (44)     113     (30)    (60)
Federal funds sold......     237      182      463          55       (281)     151     (52)    (44)      45    (297)    (29)
                          ------   ------  -------   ---------  ---------  -------  ------   ------ -------  ------   -----
     Total earning assets 33,522   31,276   27,914       2,249      3,358    4,084  (1,689)   (140)  11,390  (5,688) (2,349)
                          ------  -------  -------   ---------   -------   -------  -------  ------ -------  ------   -----
Interest-bearing liabilities:
Deposits:
   Demand...............     104      210      429        (108)      (219)      35    (121)    (20)      22    (229)    (12)
   Savings..............   1,353    1,714    2,088        (381)      (373)     372    (602)   (131)     621    (766)   (228)
   Time certificates....   6,467    8,108    8,392      (1,641)      (285)     433  (1,969)   (105)   3,909  (2,861) (1,332)
                          ------   ------  -------   ---------  ---------  -------  ------   ------ -------  ------   -----
     Total deposits.....   7,924   10,032   10,909      (2,108)      (877)     840  (2,692)   (256)   4,552  (3,857) (1,572)
                          ------   ------  -------   ---------  ---------  -------  -------  ------ -------  ------   -----

Long-term borrowings....   2,131    1,699    1,004         432        695      585    (114)    (39)   1,374    (287)   (392)
Short-term borrowings...      26       56      105         (30)       (49)     (11)    (24)      5      (28)    (28)      7
                          ------   ------  -------   ---------  ---------  -------  -------   ------  -----  ------   -----
     Total interest-
       bearing
        liabilities....   10,081   11,787   12,018      (1,706)      (231)   1,414  (2,830)   (290)   5,898  (4,172) (1,957)
                          ------  -------  -------   ---------  ---------  -------  -------  ------   -----   -----   -----

Net interest income/net
   interest spread...... $23,441  $19,480  $15,896   $   3,955  $   3,589  $ 2,670  $ 1,141  $  150  $5,492 $(1,516) $ (392)
                          ======   ======   ======   =========  =========  =======  =======  ======  ======   =====   =====
</TABLE>

                                       23

<PAGE>

Allowance for Loan Losses

     Each of the Bank's loans is assigned to a lending  officer  responsible for
the ongoing review and  administration  of that loan.  Lending officers make the
initial  identification of loans, which present some difficulty in collection or
where  there is an  indication  that the  probability  of loss  exists.  Lending
officers are responsible for the collection  effort on a delinquent loan. Senior
management  is  informed  of the status of  delinquent  and  problem  loans on a
monthly basis. In addition to the lending officers, there is an independent loan
review  officer  responsible  for  reviewing  the  credit  ratings  on loans and
administering the loans.

     Senior management makes  recommendations  monthly to the Board of Directors
as to  charge-offs.  Senior  management  reviews the allowance for possible loan
losses on a monthly basis. The Bank's policy is to discontinue  interest accrual
when payment of principal and interest is 90 days or more in arrears  unless the
value of the collateral exceeds the principal plus accrued interest.

     The allowance for possible loan losses represents  management's  assessment
of the risks  associated with extending credit and its evaluation of the quality
of the loan portfolio.  Management  analyzes the loan portfolio to determine the
adequacy  of  the  allowance  for  possible  loan  losses  and  the  appropriate
provisions   required  to  maintain  a  level  considered   adequate  to  absorb
anticipated loan losses. In assessing the adequacy of the allowance,  management
reviews the size,  quality and risk of loans in the portfolio.  Management  also
considers  such  factors  as loan loss  experience,  the  amount of past due and
nonperforming loans, specific known risk, the status and amount of nonperforming
assets,  underlying  collateral  values securing loans,  current and anticipated
economic  conditions  and other factors which affect the allowance for potential
credit losses.  Although recent historical loan losses have been minimal,  there
was a significant  increase in non-performing loans at December 31, 2003 causing
management to increase the allowance during 2003. Due to the level of collateral
securing most of the non-performing loans,  management believes that the reserve
is adequate  despite the fact that the level of the allowance to  non-performing
loans is far lower than peer financial institutions.

     While it is the Bank's policy to charge off in the current period the loans
in which a loss is considered  probable,  there are  additional  risks of future
losses,  which cannot be quantified  precisely or attributed to particular loans
or  classes of loans.  Because  these  risks  include  the  future  state of the
economy,   management's  judgment  as  to  the  adequacy  of  the  allowance  is
necessarily approximate and imprecise.

     Management believes that $8,066,817 on December 31, 2003, and $6,319,298 on
December  31, 2002,  in the  allowance  for loan losses were  adequate to absorb
known risks in the portfolio.  No assurance can be given,  however, that adverse
economic  circumstances  will  not  result  in  increased  losses  in  the  loan
portfolio,  and  require  greater  provisions  for  possible  loan losses in the
future.



              [The remainder of this page intentionally left blank]


                                       24
<PAGE>

     The  following  table sets forth  certain  information  with respect to the
Bank's loans, net of unearned income,  and the allowance for loan losses for the
five years ended December 31, 2003.


<TABLE>
<CAPTION>

                         Summary of Loan Loss Experience

                                                        2003         2002         2001         2000         1999
                                                     ---------    ---------     --------     --------     ---------
                                                                         (Dollars in thousands)

<S>                                                  <C>          <C>           <C>          <C>          <C>
Allowance for loan losses at beginning of year.....  $   6,319    $   3,803     $  3,267     $  2,261     $   1,750
Loans charged off:
  Commercial, financial and agricultural...........        139          161          162           50           166
  Real estate - mortgage...........................         10           --          185            8           479
  Consumer.........................................         74           46           43           52            38
                                                     ---------    ---------     --------     --------     ---------
    Total loans charged off........................        223          207          390          110           683
                                                     ---------    ---------     --------     --------     ---------

Recoveries on loans previously charged off:
  Commercial, financial and agricultural...........        245          193           47           33             7
  Real estate - mortgage...........................          2            3          131           72           340
  Consumer.........................................         23           17           28           11            37
                                                     ---------    ---------     --------     --------     ---------
    Total recoveries...............................        271          213          206          116           384
                                                     ---------    ---------     --------     --------     ---------

Net loans charged off (recovered)..................        (48)          (6)         184           (6)          299

Provision for loan losses..........................      1,700        2,510          720        1,000           810
                                                     ---------    ---------     --------     --------     ---------

Allowance for loan losses at end of period.........  $   8,067    $   6,319     $  3,803     $  3,267     $   2,261
                                                     =========    =========     ========     ========     =========

Loans, net of unearned income, at end of period....  $ 437,593    $ 416,414     $318,666     $227,155     $ 181,764

Average loans, net of unearned income,
  outstanding for the period.......................    425,278      370,062      255,294      206,333       154,771

Ratio of net charge-offs to net average loans......      (0.01)%      (0.00)%       0.07%       (0.00)%        0.19%
</TABLE>


     In evaluating the allowance,  management also considers the historical loan
loss  experience of the Bank,  the amount of past due and  nonperforming  loans,
current and  anticipated  economic  conditions,  lender  requirements  and other
appropriate  information.  From 1999  through  2002,  management  allocated  the
allowance  for loan losses to specific  loan  categories  based on an average of
historical  losses and the volume of each loan  category.  In 2003, as presented
below,  management allocated the allowance for loan losses based on the level of
non-performing  loans in each  category.  The  change in  method  was due to the
minimal historical loan losses on which to base the allocation.



              [The remainder of this page intentionally left blank]

                                       25
<PAGE>

     Management  allocated  the  allowance  for loan  losses  to  specific  loan
categories as follows:

<TABLE>
<CAPTION>

                                                    Allocation of Allowance for Loan Losses

                                                                      December 31,
                      ------------------------------------------------------------------------------------------------------------
                             2003                  2002                   2001                  2000                 1999
                      -------------------   -------------------   --------------------   -------------------   -------------------
                                 Percent               Percent                Percent               Percent               Percent
                                 of Loans              of Loans               of Loans              of Loans              of Loans
                                  in Each               in Each                in Each               in Each               in Each
                                 Category              Category               Category              Category              Category
                                 to Total              to Total               to Total              to Total              to Total
                        Amount     Loans      Amount     Loans      Amount      Loans      Amount     Loans      Amount     Loans
                      ---------  -------    ---------  --------   ---------  ---------   ---------  --------   ---------  --------
                                                                 (Dollars in Thousands)
Domestic loans:
  Commercial, financial
<S>                   <C>          <C>      <C>           <C>     <C>            <C>     <C>           <C>     <C>           <C>
    and agricultural  $      22    10.31%   $   2,494     10.27%  $   1,566      11.92%  $     544     16.56%  $     410     17.98%
  Real estate - mortgage  8,039    86.92        3,357     86.54       2,021      85.37       2,647     81.02       1,786     78.98
  Consumer..........          6     2.77          468      3.19         216       2.71          76      2.42          65      3.04
                      ---------  -------    ---------  --------   ---------  ---------   ---------  --------   ---------  --------

                      $   8,067   100.00%       6,319    100.00%  $   3,803     100.00%  $   3,267    100.00%  $   2,261    100.00%
                      =========  =======    =========  ========   =========  =========   =========  ========   =========  ========
</TABLE>

Nonperforming Assets

     Nonperforming assets include nonperforming loans and foreclosed real estate
held for sale.  Nonperforming  loans include loans  classified as non-accrual or
renegotiated. The Bank's policy is to place a loan on non-accrual status when it
is contractually past due 90 days or more as to payment of principal or interest
unless the  collateral  value is  greater  than both the  principal  due and the
accrued interest.  At the time a loan is placed on non-accrual status,  interest
previously  accrued but not  collected is reversed and charged  against  current
earnings.  Recognition  of any interest while on non-accrual is accounted for on
the cash basis when actually received.

     The Bank had  nonperforming  assets at December 31, 2003, 2002, 2001, 2000,
and 1999 of approximately $22,269,000,  $7,698,000,  $2,367,000, $1,548,000, and
$3,076,000, respectively.

     The following table presents information concerning outstanding balances of
nonperforming assets at December 31, 2003, 2002, 2001, 2000, and 1999.

                              Nonperforming Assets

<TABLE>
<CAPTION>

                                                                           December 31,
                                               --------------------------------------------------------------------
                                                  2003          2002           2001          2000          1999
                                               -----------   -----------   -----------   -----------    -----------
                                                               (Amounts in thousands, except ratios)

<S>                                            <C>           <C>           <C>           <C>            <C>
Nonaccruing loans...........................   $     9,727   $     5,036   $     1,333   $     1,352    $       945
Accruing loans 90 days or more past due.....         6,420         2,662           984             2          1,313
Restructured loans..........................            --            --            --            --             --
                                               -----------   -----------   -----------   -----------    -----------
     Total nonperforming loans..............        16,147         7,698         2,317         1,354          2,258
Nonaccruing securities......................            --            --            --            --             --
Other real estate...........................         6,122            --            50           194            818
                                               -----------   -----------   -----------   -----------    -----------

     Total..................................   $    22,269   $     7,698   $     2,367   $     1,548    $     3,076
                                               ===========   ===========   ===========   ===========    ===========
Ratios:
   Loan loss allowance to total
     nonperforming assets...................         0.362         0.821         1.607          2.110         0.735
                                               ===========   ===========   ===========   ============   ===========
   Total nonperforming loans to total loans
     (net of unearned interest).............         0.051         0.018         0.007          0.007         0.017
                                               ===========   ===========   ===========   ============   ===========
   Total nonperforming assets to
     total assets...........................         0.042         0.015         0.006          0.005         0.013
                                               ===========   ===========   ===========   ============   ===========
</TABLE>

                                       26
<PAGE>


     There  has  been  no  significant  impact  on  the  Company's  consolidated
financial  statements  as a result of the  provisions  of Statement of Financial
Accounting  Standards No. 114, Accounting by Creditors for Impairment of a Loan,
or Statement of Financial  Accounting Standards No. 118, Accounting by Creditors
for Impairment of a Loan-Income Recognition and Disclosures.

Noninterest Income

     Noninterest  income  consists of revenues  generated  from a broad range of
financial services and activities  including  fee-based services and profits and
commissions earned through credit life insurance sales and other activities.  In
addition,  gains  or  losses  realized  from the  sale of  investment  portfolio
securities  are  included  in  noninterest  income.   Total  noninterest  income
increased by $408 thousand (17.6%) for the year ended December 31, 2003 compared
to 2002 due to higher  secondary  market  fees and  service  charges  on deposit
accounts.  Total  noninterest  income increased by $621 thousand (36.6%) for the
year ended  December 31, 2002  compared to 2001.  The increase was due to higher
service charges on deposit accounts  (increased $507 thousand) and gains on sale
of  available-for-sale  securities  (increased $36 thousand).  Total noninterest
income  decreased by $105 thousand or 5.8% for the year ended  December 31, 2001
compared to 2000.  The decline was due  primarily to a decrease of $256 thousand
in  insurance  proceeds (a  non-recurring  event)  offset by  increased  fess on
customer accounts.  Total noninterest income increased by $380 thousand or 26.7%
for the year ended December 31, 2000 as compared to 1999 caused in large part by
the insurance proceeds noted above.

     The table  below sets forth the Bank's  noninterest  income for the periods
indicated.

<TABLE>
<CAPTION>

                                                                                      2002/2003      2001/2002
                                                Years Ended December 31,               Percent        Percent
                                      --------------------------------------------
                                          2003           2002            2001           Change         Change
                                      ------------   ------------    -------------   -----------    -----------
                                                 (Dollars in thousands)

<S>                                   <C>            <C>             <C>                   <C>             <C>
Service charges on deposits........   $      1,228   $      1,268    $       1,112         (3.2)%          14.0%
Service charges secondary market...            555            304               --         82.6           100.0
Exchange fees......................            416            390              304          6.7            28.3
Securities gains...................             --             36               --       (100.0)          100.0
Income/Gains on other real estate..             69             13               19        430.8           (31.6)
Safe deposit box rental............             66             67               67         (1.5)             --
Other..............................            394            242              197         62.8            22.8
                                      ------------   ------------    -------------

                                      $      2,728   $      2,320    $       1,699         17.6            36.6
                                      ============   ============    =============
</TABLE>

Noninterest Expenses

     From 2002 to 2003,  noninterest  expense  increased  $2.0 million  (21.7%).
Salaries and employee  benefits in 2003 increased $1.4 million (26.2%) from 2002
to a total of $7.0  million.  The  increase  in was due to added staff for a new
branch and increased secondary market loan brokerage operations.

     From 2001 to 2002,  noninterest  expense  increased  $795 thousand  (9.7%).
Salaries and employee  benefits in 2002 increased $320 thousand (6.1%) from 2001
to a total of $5.6 million.  The increase in 2002 reflected the effect of adding
staff for new branches and higher employee benefits costs.

     From 2000 to 2001,  noninterest  expense  increased  $672 thousand  (8.9%).
Salaries and employee  benefits in 2001 increased $468 thousand (9.8%) from 2000
to a total of $5.2 million for 2001. The increase in 2001 reflected the staffing
required to open two branches and  additional  support  personnel  for loans and
deposits.  From  1999 to  2000,  noninterest  expense  increased  $742  thousand
(10.9%). Salaries and employee benefits in 2000 increased $671 (16.4%) from 1999
to a total  of $4.8  million  at  year-end  2000.  These  increases  also can be
attributed to the overall growth and expansion of the Bank in 2000 and 1999.

                                       27
<PAGE>

     Occupancy and equipment expense decreased $132 thousand (7.9%) from 2002 to
2003,  increased  $304  thousand  (22.3%) from 2001 to 2002 and  increased  $252
thousand  (22.7%) from 2000 to 2001.  During 2003 occupancy  expenses  decreased
primarily to lower  maintenance  contract  costs.  The  occupancy  and equipment
expense  increases in 2002 and 2001were a result of the additional  property and
equipment  added  as a  result  of  new  branch  locations  and  the  associated
depreciation expense.

     The  significant  increase in other  expenses  was due to $349  thousand in
other real estate  write-offs  and expanses in 2003 compared to no such costs in
2002.

     The table below sets forth the Bank's noninterest  expenses for the periods
indicated.

<TABLE>
<CAPTION>


                                                                                        2002/2003       2001/2002
                                                Years Ended December 31,                Percent          Percent
                                      --------------------------------------------
                                          2003           2002            2001            Change          Change
                                      ------------   ------------    -------------   -------------   --------------
                                                 (Dollars in thousands)

<S>                                   <C>            <C>             <C>                      <C>               <C>
Salaries and employee benefits.....   $      7,008   $      5,552    $       5,232            26.2%             6.1%
Occupancy and equipment expense....          1,532          1,689            1,361            (9.3)            24.1
Professional fees..................            263            210              191            25.2              9.9
Advertising........................            218            135              130            61.5              3.8
Telephone..........................            175            136              122            28.7             11.5
Software maintenance...............            164             70              120           134.3            (41.7)
Regulatory fees and assessments....            154            139              106            10.8             31.1
Supplies...........................            152            182              135           (16.5)            34.8
ATM expense........................            137            124              124            10.5               --
Postage............................            136            137               99              --             38.4
Taxes and licenses.................             95            103              107            (7.8)            (3.7)
Director and committee fees........             67             67               67              --               --
Other..............................            879            476              431            84.7             10.2
                                      ------------   ------------    -------------

   Total...........................   $     10,980   $      9,020    $       8,225            21.7              9.7
                                      ============   ============    =============
</TABLE>

Income Taxes

     Income tax expense  increased $1.2 million  (32.2%) to $5.1 million for the
year ended December 31, 2003,  increased  $559 thousand  (17.0%) to $3.9 million
for the year ended  December 31, 2002,  and increased  $411 thousand  (14.3%) to
$3.3 million for the year ended  December 31, 2001.  The effective tax rate as a
percentage of pretax income was 37.7% in 2003, 37.5% in 2002, and 38.1% in 2001.
The statutory  federal rate was 34 percent during 2003, 2002, and 2001. There is
no current or  pending  tax  legislation  of which  management  is aware that if
passed would have any material effect on the financial  statements.  For further
information  concerning the provision for income taxes, refer to Note 14, Income
Taxes, of the "Notes to Financial Statements."

Impact of Inflation and Changing Prices

     A bank's asset and liability structure is substantially different from that
of an industrial  company in that virtually all assets and liabilities of a bank
are  monetary in nature.  Management  believes  the impact of  inflation  on its
financial  results  depends  upon the  Company's  ability to react to changes in
interest  rates  and by such  reaction  to  reduce  the  inflationary  impact on
performance. Interest rates do not necessarily move in the same direction, or at
the same  magnitude,  as the prices of other goods and  services.  As  discussed
previously,    management   seeks   to   manage   the    relationship    between
interest-sensitive  assets  and  liabilities  in order to protect  against  wide
interest rate fluctuations, including those resulting from inflation.

Market Risk

     Market risk is the risk arising  from adverse  changes in the fair value of
financial  instruments  due to a change in interest  rates,  exchange  rates and
equity prices. The Company's primary risk is interest rate risk.

                                       28
<PAGE>

     The primary  objective of  Asset/Liability  Management of the Company is to
manage  interest  rate risk and achieve  reasonable  stability  in net  interest
income  throughout  interest rate cycles.  This is achieved by  maintaining  the
proper balance of rate sensitive earning assets and rate sensitive  liabilities.
The relationship of rate sensitive earning assets to rate sensitive  liabilities
is the principal factor in projecting the effect that fluctuating interest rates
will have on future net  interest  income.  Rate  sensitive  earning  assets and
interest-bearing  liabilities  are those that can be re-priced to current market
rates  within a  relatively  short time  period.  Management  monitors  the rate
sensitivity of earning assets and  interest-bearing  liabilities over the entire
life of these instruments,  but places particular emphasis on the first year and
through three years.

     The Company has not  experienced a high level of volatility in net interest
income  primarily  because of the relatively large base of core deposits that do
not re-price on a contractual  basis.  These deposit  products  include  regular
savings,   interest-bearing   transaction  accounts  and  money  market  savings
accounts.   Balances  for  these  accounts  are  reported  based  on  historical
re-pricing  experienced at each bank. However,  the rates paid are typically not
directly related to market interest rates,  since management has some discretion
in adjusting these rates as market rates change.

     The  Company  uses  additional  tools to monitor and manage  interest  rate
sensitivity.  One  of the  primary  tools  is  simulation  analysis.  Simulation
analysis is the  primary  method of  estimating  earnings at risk and capital at
risk under varying interest rate conditions. Simulation analysis is used to test
the sensitivity of the Company's net interest income and shareholders' equity to
both the level of interest  rates and the slope of the yield  curve.  Simulation
analysis  accounts for the expected timing and magnitude of assets and liability
cash flows, as well as the expected timing and magnitude of deposits that do not
re-price on a  contractual  basis.  In addition,  simulation  analysis  includes
adjustments for the lag between  movements in market interest rates on loans and
interest-bearing deposits. These adjustments are made to reflect more accurately
possible  future cash flows,  re-pricing  behavior and  ultimately  net interest
income.  The  estimated  impact on the  Company's  net  interest  income  before
provision for loan loss sensitivity over a one-year time horizon is shown below.
Such  analysis  assumes a sustained  parallel  shift in  interest  rates and the
Company's estimate of how interest-bearing transaction accounts will re-price in
each scenario.  Actual results will differ from simulated results due to timing,
magnitude  and  frequency  of  interest  rate  changes  and  changes  in  market
conditions and management's strategies, among other factors.

<TABLE>
<CAPTION>

                                                                                             Percentage Increase
                                                                                           (Decrease) in Interest
                                                                                             Income/Expense Given
                              Interest Rate Shifts                                    ----------------------------------
                                 Down 200 Up 200
                                                                                       Basis Points        Basis Points
                                                                                      --------------      --------------
         For the Twelve Months After December 31, 2003
         Projected change in:
<S>                                                                                           <C>                  <C>
           Interest income..........................................................          (4.64)%              4.12%
           Interest expense.........................................................         (13.87)             (15.34)
           Net interest income......................................................          (1.64)               0.05
</TABLE>

Other Accounting Issues

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires  liability  treatment  for  certain  financial  instruments  which  had
previously  been  recognized as equity.  The  provisions  of this  statement are
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  are  effective  at the  beginning  of the first  interim  period
beginning  after  June  15,  2003.  It is to be  implemented  by  reporting  the
cumulative effect of a change in accounting principle for financial  instruments
created  before May 15, 2003, and still existing at the beginning of the interim
period of adoption. Restatement is not permitted. The adoption of the provisions
of this  statement  did not have a material  effect on the  Company's  operating
results or financial position.

                                       29
<PAGE>

     In  December  2003,  the FASB  revised  previously  issued  SFAS  No.  132,
Employers'  Disclosures about Pensions and Other Postretirement.  This statement
revises  employers'  disclosures  about pension  plans and other  postretirement
benefit plans.  It does not change the measurement or recognition of those plans
required by FASB Statements No. 87, Employers' Accounting for Pensions,  No. 88,
Employers'  Accounting  for  Settlements  and  Curtailments  of Defined  Benefit
Pension Plans and for Termination  Benefits,  and No 106, Employers'  Accounting
for  Postretirement  Benefits  Other Than Pensions.  This statement  retains the
disclosure   requirements  contained  in  FASB  Statement  No.  132,  Employers'
Disclosures about Pensions and Other Postretirement Benefits, which it replaces.
It requires additional  disclosures to those in the original Statement 132 about
the assets,  obligations,  cash flows,  and net periodic benefit cost of defined
benefit  pension  plans and other  defined  benefit  postretirement  plans.  The
required  information  should be provided  separately  for pension plans and for
other  postretirement  benefit  plans.  The  provisions  of this  statement  are
effective for financial  statements  with fiscal years ending after December 15,
3003. The  interim-period  disclosures  required by this statement are effective
for interim  periods  beginning  after  December 15,  2003.  The adoption of the
provisions  of this  revised  statement  did not have a  material  effect on the
Company's operating results or financial position.

     In December 2003, the FASB revised previously issued FIN 46,  Consolidation
of Variable  Interest  Entities,  which  clarifies the application of Accounting
Research  Bulletin ("ARB") 51,  Consolidated  Financial  Statements,  to certain
entities  (called variable  interest  entities) in which equity investors do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated financial support from other parties. The reporting and
disclosure  requirements of this  Interpretation are effective for all financial
statements of public  companies  for the first period ending after  December 15,
2003 and for all other types of  entities  for  periods  ending  after March 15,
2004. The adoption of this  interpretation did not have a material impact on the
Company's consolidated financial statements.


              [The remainder of this page intentionally left blank]



                                       30
<PAGE>

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial  statements and supplementary data required by Regulation S-X
and by Item 302 of Regulation S-K are set forth in the pages listed below.


FLORIDA COMMUNITY BANKS INC. AND SUBSIDIARY
Consolidated Financial Statements

<TABLE>
<CAPTION>

                                                                                                              Page(s)

<S>                                                                                                              <C>
Independent Auditors' Report ..............................................................................      32
Consolidated Statements of Financial Condition as of December 31, 2003 and 2002............................      33
Consolidated Statements of Income for the Years Ended December 31, 2003, 2002 and 2001.....................      34
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2003, 2002 and 2001.......      35
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001.................      36
Notes to Consolidated Financial Statements.................................................................      38
Quarterly Results (Unaudited)..............................................................................      69
</TABLE>

                                       31
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
Florida Community Banks, Inc. and Subsidiary
Immokalee, Florida


We have audited the accompanying  consolidated statements of financial condition
of Florida  Community Banks,  Inc. (a Florida  corporation) and subsidiary as of
December 31, 2003 and 2002, and the related  consolidated  statements of income,
shareholders'  equity and cash  flows for each of the three  years in the period
ended  December  31,  2003.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Florida Community
Banks,  Inc. and subsidiary as of December 31, 2003 and 2002, and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.


Birmingham, Alabama
January 30, 2004

                                   Schauer Taylor Cox Vise Morgan & Fowler, P.C.

                                       32
<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           December 31, 2003 and 2002
<TABLE>
<CAPTION>


                                                                                  2003                  2002
                                                                           ------------------    ------------------
Assets
<S>                                                                        <C>                   <C>
   Cash and due from banks.............................................    $       15,897,716    $       13,264,464
   Federal funds sold..................................................            13,765,000            32,902,000
   Interest-bearing demand deposits with banks.........................               857,133            12,668,201
                                                                           ------------------    ------------------
       Cash and Cash Equivalents.......................................            30,519,849            58,834,665

   Securities available-for-sale.......................................             3,184,977             3,184,977
   Securities held-to-maturity, fair value of $35,296,326 in
     2003 and $34,120,018 in 2002......................................            35,752,905            33,339,505

   Loans, net of unearned income.......................................           437,592,827           416,414,676
   Allowance for loan losses...........................................            (8,066,817)           (6,319,298)
                                                                           ------------------    ------------------
       Net Loans.......................................................           429,526,010           410,095,378

   Premises and equipment, net.........................................            12,767,507            10,109,252
   Accrued interest....................................................             2,709,102             2,904,150
   Foreclosed real estate..............................................             6,121,833                    --
   Deferred taxes, net.................................................             3,162,883             1,960,513
   Other assets........................................................             1,762,640             1,329,363
                                                                           ------------------    ------------------

       Total Assets....................................................    $      525,507,706    $      521,757,803
                                                                           ==================    ==================

Liabilities and Shareholders' Equity

Liabilities
   Deposits:
     Noninterest-bearing...............................................    $       78,296,949    $       54,478,258
     Interest-bearing..................................................           344,987,453           369,456,264
                                                                           ------------------    ------------------
       Total Deposits..................................................           423,284,402           423,934,522


   Short-term borrowings...............................................             7,500,000                    --
   FHLB advances.......................................................            40,000,000            50,000,000
   Notes payable.......................................................                21,698                39,415
   Subordinated debentures.............................................            10,310,000            10,310,000
   Deferred compensation...............................................               372,870               424,745
   Accrued interest....................................................               858,783             1,866,824
   Other liabilities...................................................             1,074,184               718,497
                                                                           ------------------    ------------------

       Total Liabilities...............................................           483,421,937           487,294,003

Shareholders' Equity
   Common stock - par value $0.01 per share, 10,000,000 shares authorized,
     3,747,641 shares issued and
     outstanding.......................................................                37,476                37,476
   Paid-in capital.....................................................            16,680,061            16,673,812
   Retained earnings...................................................            25,368,232            17,752,512
                                                                           ------------------    ------------------
       Total Shareholders' Equity......................................            42,085,769            34,463,800
                                                                           ------------------    ------------------

       Total Liabilities and Shareholders' Equity......................    $      525,507,706    $      521,757,803
                                                                           ==================    ==================

</TABLE>
                 See notes to consolidated financial statements

                                       33
<PAGE>

                          FLORIDA COMMUNITY BANKS INC.
                                 AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                  Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------
Interest Income
<S>                                                  <C>                   <C>                   <C>
   Interest and fees on loans.....................   $       31,871,196    $       28,817,765    $       24,907,498
   Interest and dividends on securities:
     Taxable securities...........................            1,331,446             2,184,654             2,458,634
     Tax-exempt securities........................                   --                 3,855                18,895
   Interest on federal funds sold.................              237,388               181,906               462,658
   Interest on deposits in banks..................               79,717                78,130                55,200
                                                     ------------------    ------------------    ------------------
       Total Interest Income......................           33,519,747            31,266,310            27,902,885
                                                     ------------------    ------------------    ------------------

Interest Expense
   Interest on deposits...........................            7,923,935            10,032,397            10,909,392
   Interest on FHLB advances......................            1,604,325             1,300,372               999,021
   Interest on short-term borrowings..............               25,547                55,987               105,235
   Interest on notes payable......................                2,254                91,759                 4,642
   Interest on subordinated debentures............              524,680               306,715                    --
                                                     ------------------    ------------------    ------------------
       Total Interest Expense.....................           10,080,741            11,787,230            12,018,290
                                                     ------------------    ------------------    ------------------

Net interest income...............................           23,439,006            19,479,080            15,884,595
Provision for loan losses.........................            1,700,000             2,510,000               720,000
                                                     ------------------    ------------------    ------------------

Net Interest Income After Provision
   For Loan Losses................................           21,739,006            16,969,080            15,164,595

Noninterest Income
   Customer service fees..........................            1,920,209             1,571,937             1,065,183
   Income and gain on sale from other real
     estate owned.................................              154,373                13,489                    --
   Investment security gains......................                   --                36,083                    --
   Other operating income.........................              653,588               698,607               633,455
                                                     ------------------    ------------------    ------------------
       Total Noninterest Income...................            2,728,170             2,320,116             1,698,638
                                                     ------------------    ------------------    ------------------

Noninterest Expenses
   Salaries and employee benefits.................            7,007,575             5,551,509             5,232,453
   Occupancy and equipment expense................            1,532,288             1,664,552             1,360,901
   Expenses, write-down, and loss on sale
     from other real estate owned.................              349,052                    --                10,312
   Other operating expenses.......................            2,091,035             1,804,007             1,621,816
                                                     ------------------    ------------------    ------------------
       Total Noninterest Expenses.................           10,979,950             9,020,068             8,225,482
                                                     ------------------    ------------------    ------------------

Income before income taxes........................           13,487,226            10,269,128             8,637,751
Income tax expense................................            5,090,677             3,850,822             3,291,534
                                                     ------------------    ------------------    ------------------

Net Income........................................   $        8,396,549    $        6,418,306    $        5,346,217
                                                     ==================    ==================    ==================

Earnings Per Common Share
   Basic..........................................   $             2.24     $            1.71     $            1.43
   Diluted........................................                 2.22                  1.70                  1.43

Cash Dividends Declared Per
   Common Share...................................                 0.21                  0.29                  0.58

Weighted Average Shares Outstanding
   Basic..........................................            3,747,641             3,747,641             3,747,641
   Diluted........................................            3,776,511             3,768,188             3,751,155
</TABLE>

                 See notes to consolidated financial statements

                                       34
<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                           Common               Paid-in           Retained
                                            Stock               Capital           Earnings              Total
                                       ----------------    ----------------   -----------------   -----------------
Balance at
<S>         <C> <C>                    <C>                 <C>                <C>                 <C>
   December 31, 2000................   $         37,476    $     16,673,812   $       9,258,796   $      25,970,084

Net income - 2001...................                 --                  --           5,346,217           5,346,217
                                                                                                  -----------------
Comprehensive income................                 --                  --                  --           5,346,217
                                                                                                  -----------------
Cash dividends - Common
   $0.58 per share..................                 --                  --          (2,177,646)         (2,177,646)
                                       ----------------    ----------------   -----------------   -----------------

Balance at
   December 31, 2001................             37,476          16,673,812          12,427,367          29,138,655

Net income - 2002...................                 --                  --           6,418,306           6,418,306
                                                                                                  -----------------
Comprehensive income................                 --                  --                  --           6,418,306
                                                                                                  -----------------
Cash dividends - Common
   $0.29 per share..................                 --                  --          (1,093,161)         (1,093,161)
                                       ----------------    ----------------   -----------------   -----------------

Balance at
   December 31, 2002................             37,476          16,673,812          17,752,512          34,463,800

Net income - 2003...................                 --                  --           8,396,549           8,396,549
                                                                                                  -----------------
Comprehensive income................                 --                  --                  --           8,396,549
                                                                                                  -----------------
Issuance of stock options...........                 --               6,249                  --               6,249
Cash dividends - Common
   $0.21 per share..................                 --                  --            (780,829)           (780,829)
                                       ----------------    ----------------   -----------------   -----------------

Balance at
   December 31, 2003................   $         37,476    $     16,680,061   $      25,368,232   $      42,085,769
                                       ================    ================   =================   =================
</TABLE>



                 See notes to consolidated financial statements

                                       35
<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Years Ended December 31, 2003, 2002 and 2001
<TABLE>
<CAPTION>


                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------

Operating Activities
<S>                                                  <C>                   <C>                   <C>
   Net income.....................................   $        8,396,549    $        6,418,306    $        5,346,217
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Provision for loan losses..................            1,700,000             2,510,000               720,000
       Depreciation, amortization,
         and accretion, net.......................              917,628               752,624               544,881
       Deferred tax benefit.......................           (1,202,370)             (849,154)             (250,859)
       Realized investment securities gains.......                   --               (36,083)                   --
       (Gain) loss on disposition of
         other real estate........................                   --               (13,489)               10,312
       (Increase) decrease in accrued
         interest receivable......................              195,047              (215,985)              728,824
       (Decrease) increase in accrued
         interest payable.........................           (1,008,041)              178,011               349,659
       Other, net.................................               40,660               (45,523)             (844,277)
                                                     ------------------    ------------------    ------------------
       Net Cash Provided By
         Operating Activities.....................            9,039,473             8,698,707             6,604,757
                                                     ------------------    ------------------    ------------------

Investing Activities
   Purchases of securities available-for-sale.....             (500,000)           (1,251,919)             (650,000)
   Purchases of investment securities
     held-to-maturity.............................          (29,251,273)          (21,968,075)          (28,310,329)
   Proceeds from maturities, calls
     and pay-downs of investment
     securities held-to-maturity..................           26,647,486            21,624,634            36,239,078
   Proceeds from sale of securities
     available-for-sale...........................              500,000                63,500                    --
   Purchases of interest-bearing time
     deposits with other banks....................                   --                    --            (2,500,000)
   Proceeds from maturity of interest-
     bearing deposits with other banks............                   --             2,500,000                    --
   Net increase in loans to customers.............          (27,502,464)          (97,754,367)          (92,039,273)
   Purchase of premises and equipment.............           (3,345,158)           (2,919,987)           (2,386,873)
   Proceeds from disposition of
     premises and equipment.......................               21,842                62,119             1,829,724
   Proceeds from disposition of foreclosed
     real estate..................................                   --                75,000               478,666
                                                     ------------------    ------------------    ------------------
       Net Cash Used In
         Investing Activities.....................          (33,429,567)          (99,569,095)          (87,339,007)
                                                     ------------------    ------------------    ------------------

</TABLE>

                          (Continued on following page)
                 See notes to consolidated financial statements

                                       36
<PAGE>


                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                  Years Ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------

Financing Activities
   Net increase in demand deposits, NOW
<S>                                                  <C>                   <C>                   <C>
     accounts, and savings accounts...............   $       39,881,549    $       16,278,817    $       36,416,227
   Net (decrease) increase in certificates
     of deposit...................................          (40,531,669)           89,794,365            32,114,632
   Net increase (decrease) in short-term
     borrowings...................................            7,500,000            (1,086,000)           (1,914,000)
   Issuance of long-term debt.....................                   --            25,055,696            17,500,000
   Repayments of long-term debt...................          (10,000,000)           (7,593,792)              (12,818)
   Issuance of subordinated capital note..........                   --                    --             5,000,000
   Repayment of subordinated capital note.........                   --            (5,000,000)                   --
   Issuance of subordinated debentures............                   --            10,310,000                    --
   Compensation associated with the
     issuance of options, net of tax..............                6,227                    --                    --
   Cash dividends.................................             (780,829)           (1,093,161)           (2,177,646)
                                                     ------------------    ------------------    ------------------
       Net Cash (Used In) Provided By
          Financing Activities....................           (3,924,722)          126,665,925            86,926,395
                                                     ------------------    ------------------    ------------------

Net (Decrease) Increase in Cash and
   Cash Equivalents...............................          (28,314,816)           35,795,537             6,192,145

Cash and Cash Equivalents
   at Beginning of Year...........................           58,834,665            23,039,128            16,846,983
                                                     ------------------    ------------------    ------------------

Cash and Cash Equivalents
   at End of Year.................................   $       30,519,849    $       58,834,665    $       23,039,128
                                                     ==================    ==================    ==================
</TABLE>

                 See notes to consolidated financial statements

                                       37

<PAGE>

                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies

Florida Community Banks,  Inc.  ("FCBI") (a Florida  corporation) and its wholly
owned subsidiary,  Florida  Community Bank (the "Bank") (a Florida  corporation)
collectively referred to herein as the "Company," is headquartered in Immokalee,
Florida.  The  Bank's  main  office  also is in  Immokalee,  Florida  with seven
additional branch locations in Southwest Florida. The Bank provides a full range
of banking services to individual and corporate customers in Charlotte, Collier,
Glades, Hendry and Lee counties and the surrounding areas.

The  accounting  and  reporting  policies of the Company  conform to  accounting
principles  generally  accepted  in the United  States of America and to general
practice  within  the  banking  industry.  The  following  summarizes  the  most
significant of these policies.

Business Combination

Florida Community Banks, Inc. was incorporated on February 20, 2002. FCBI had no
assets,  liabilities,  revenues or  operations  until April 15, 2002,  when FCBI
acquired 100% of the outstanding  shares of Florida  Community Bank common stock
pursuant to a Plan of Reorganization and Share Exchange by exchanging one common
share of FCBI  for one  common  share  of the  Bank.  The  combination  has been
accounted  for as a  statutory  pooling of  interest  between  affiliates,  and,
accordingly,  all  periods  presented  reflect  FCBI and the Bank on a  combined
basis.  Since April 15, 2002, FCBI's  predominate  activity has been acting as a
one-bank  holding  company for the Bank.  The Bank has  continued to conduct its
activities in substantially the same manner as it had before the acquisition.

Basis of Consolidation

The consolidated  financial statements include the accounts of Florida Community
Banks,  Inc.,  and  the  Bank.  All  significant   inter-company   balances  and
transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

The  determination  of the adequacy of the allowance for loan losses is based on
estimates  that are  particularly  susceptible  to  significant  changes  in the
economic environment and market conditions. In connection with the determination
of the estimated losses on loans,  management obtains independent appraisals for
significant collateral. While management uses available information to recognize
losses on loans,  further  reductions  in the  carrying  amounts of loans may be
necessary based on changes in local economic conditions. In addition, regulatory
agencies, as an integral part of their examination process,  periodically review
the estimated losses on loans. Such agencies may require the Bank to recognize

                                       38

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

additional losses based on their judgments about  information  available to them
at the time of their  examination.  Because of these  factors,  it is reasonably
possible  that the estimated  losses on loans may change  materially in the near
term.  However,  the amount of the change that is reasonably  possible cannot be
estimated.

Securities

Securities are  classified as either  held-to-maturity,  available-for-sale,  or
trading.

Securities  held-to-maturity  are those  securities for which management has the
ability  and  intent  to hold on a  long-term  basis  or until  maturity.  These
securities are carried at amortized cost, adjusted for amortization of premiums,
and accretion of discount to the earlier of the maturity or call date.

Securities available-for-sale represent those securities intended to be held for
an indefinite period of time,  including  securities that management  intends to
use as part of its asset/liability  strategy, or that may be sold in response to
changes in interest  rates,  changes in  prepayment  risk,  the need to increase
regulatory capital, or other similar factors. Securities  available-for-sale are
recorded at market value with unrealized gains and losses net of any tax effect,
added or deducted directly from shareholders' equity.

Securities  carried  in  trading  accounts  are  carried  at market  value  with
unrealized gains and losses reflected in income.

Realized   and   unrealized   gains  and  losses  are  based  on  the   specific
identification method.

Declines in the fair value of individual held-to-maturity and available-for-sale
securities  below their cost that are other than temporary result in write-downs
of the individual  securities to their fair value.  The related  write-downs are
included in earnings as realized losses.

The Company has no trading securities.

Loans

Loans are  stated at unpaid  principal  balances,  less the  allowance  for loan
losses, unearned discounts and net deferred loan fees.

Unearned  discounts on installment  loans are recognized as income over the term
of the loans using a method that approximates the interest method.

Loan  origination  and commitment  fees, as well as certain  direct  origination
costs,  are deferred and amortized as a yield  adjustment  over the lives of the
related loans using the interest method or the straight-line method.

                                       39
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

Allowance for Possible Loan Losses

A loan is considered impaired, based on current information and events, if it is
probable  that the Bank will be unable to  collect  the  scheduled  payments  of
principal or interest  when due according to the  contractual  terms of the loan
agreement.  Uncollateralized  loans are  measured  for  impairment  based on the
present  value of  expected  future  cash  flows  discounted  at the  historical
effective interest rate, while all  collateral-dependent  loans are measured for
impairment  based  on  the  fair  value  of  the  collateral.   Smaller  balance
homogeneous  loans,  which consist of residential  mortgages and consumer loans,
are evaluated collectively and reserves are established based on historical loss
experience.

The allowance for loan losses is established  through charges to earnings in the
form of a provision  for loan losses.  Increases  and decreases in the allowance
due to changes in the  measurement  of the impaired  loans are considered in the
provision for loan losses.  Loans  continue to be classified as impaired  unless
they are brought  fully  current and the  collection  of scheduled  interest and
principal is considered probable. When a loan or portion of a loan is determined
to be  uncollectible,  the portion deemed  uncollectible  is charged against the
allowance and subsequent recoveries, if any, are credited to the allowance.

Management's  periodic  evaluation  of the adequacy of the allowance is based on
the Bank's past loan loss experience, known and inherent risks in the portfolio,
adverse  situations that may affect the borrowers'  ability to repay,  estimated
value  of  any  underlying  collateral,  and an  analysis  of  current  economic
conditions.  While management  believes that it has established the allowance in
accordance  with  generally  accepted  accounting  principles and has taken into
account the views of banking  regulators and the current  economic  environment,
there can be no  assurance  that in the  future  the  Bank's  regulators  or its
economic environment will not require further increases in the allowance.

Income Recognition on Impaired and Non-accrual Loans

Loans, including impaired loans, are generally classified as non-accrual if they
are past due as to maturity or payment of  principal or interest for a period of
more than 90 days, unless such loans are well  collateralized and in the process
of collection.  If a loan or a portion of a loan is classified as doubtful or is
partially  charged off, the loan is generally  classified as non-accrual.  Loans
that are on a current  payment  status or past due less than 90 days may also be
classified as non-accrual if repayment in full of principal  and/or  interest is
in doubt.

Loans may be returned to accrual status when all principal and interest  amounts
contractually  due are  reasonably  assured of  repayment  within an  acceptable
period of time, and there is a sustained period of repayment  performance by the
borrower, in accordance with the contractual terms of interest and principal.

                                       40
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

While a loan is classified as non-accrual and the future  collectability  of the
recorded  loan balance is doubtful,  collections  of interest and  principal are
generally applied as a reduction to principal outstanding, except in the case of
loans with scheduled amortizations where the payment is generally applied to the
oldest payment due. When the future  collectability of the recorded loan balance
is expected,  interest  income may be  recognized  on a cash basis.  In the case
where a non-accrual loan has been partially charged off, recognition of interest
on a cash  basis is limited to that  which  would  have been  recognized  on the
recorded loan balance at the  contractual  interest rate.  Receipts in excess of
that amount are recorded as  recoveries  to the  allowance for loan losses until
prior charge offs have been fully  recovered.  Interest  income  recognized on a
cash basis was immaterial for the years ended December 31, 2003, 2002 and 2001.

Premises and Equipment

Premises  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Expenditures for additions and major improvements that significantly  extend the
useful  lives of the  assets  are  capitalized.  Expenditures  for  repairs  and
maintenance  are charged to expense as incurred.  The carrying  values of assets
traded in are used to adjust the carrying  values of the new assets  acquired by
trade.  Assets  that are  disposed  of are  removed  from the  accounts  and the
resulting gains or losses are recorded in operations.

Depreciation  is provided  generally by accelerated  and  straight-line  methods
based on the estimated useful lives of the respective assets.

Foreclosed Real Estate

Foreclosed   real  estate  includes  both  formally   foreclosed   property  and
in-substance  foreclosed property.  In-substance foreclosed properties are those
properties for which the institution has taken physical  possession,  regardless
of whether formal foreclosure proceedings have taken place.

At the time of  foreclosure,  foreclosed real estate is recorded at the lower of
the  carrying  amount  or fair  value  less  cost to  sell,  which  becomes  the
property's new basis. Any write-downs based on the asset's fair value at date of
acquisition  are charged to the  allowance for loan losses.  After  foreclosure,
these assets are carried at the lower of their new cost basis or fair value less
cost  to  sell.  Costs  incurred  in  maintaining  foreclosed  real  estate  and
subsequent  adjustments  to the carrying  amount of the property are included in
income (loss) on foreclosed real estate.

Advertising Costs

The Company's policy is to expense  advertising  costs as incurred.  Advertising
expense  for the years  ended  December  31,  2003,  2002 and 2001  amounted  to
approximately $218,000, $135,000 and $130,000, respectively.

                                       41

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

Income Taxes

Income taxes are provided  for the tax effects of the  transactions  reported in
the financial  statements and consist of taxes currently due plus deferred taxes
related  primarily to  differences  between the basis of the  allowance for loan
losses,  accumulated  depreciation,  and accrued employee benefits for financial
and income tax reporting.  The deferred tax assets and liabilities represent the
future tax  return  consequences  of those  differences,  which  will  either be
taxable or deductible  when the assets and liabilities are recovered or settled.
Deferred tax assets and liabilities are reflected at income tax rates applicable
to the period in which the deferred tax assets or liabilities are expected to be
realized or settled.  As changes in tax laws or rates are enacted,  deferred tax
assets and liabilities are adjusted through the provision for income taxes.

Stock-Based Compensation

At December 31, 2003, the Company had a stock-based employee  compensation plan,
which is more fully  described in Note 12. Prior to 2003, the Company  accounted
for this plan under the recognition  and  measurement  provisions of APB No. 25,
Accounting  for Stock  Issued to  Employees,  and the  related  Interpretations.
Accordingly,  no stock-based  compensation cost was included in net earnings for
the years ended  December 31, 2002 and 2001,  as all options  granted under this
plan had an exercise  price equal to the market value of the  underlying  common
stock on the date of grant.  Effective  January 1, 2003, the Company adopted the
fair value  recognition  provisions of SFAS No. 123,  Accounting for Stock-Based
Compensation,   as  provided  by  SFAS  No.  148,   Accounting  for  Stock-Based
Compensation - Transition and Disclosure.  SFAS No. 148 allows for a prospective
method of adoption of SFAS 123, whereas,  the Company can prospectively  account
for the current expense of options  granted during 2003 and thereafter.  Results
of prior years have not been  restated.  The  following  table  illustrates  the
effects on net income and  earnings per share if the fair value based method had
been applied to all outstanding awards in each period.

<TABLE>
<CAPTION>

                                                                        Years Ended December 31,
                                                     --------------------------------------------------------------
                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------

<S>                                                  <C>                   <C>                   <C>
   Net Income, as reported........................   $        8,396,549    $        6,418,306    $        5,346,217

   Add: Stock-based compensation expense
     included in net income, net of related
     taxes........................................                6,227                    --                    --

   Deduct: Total stock-based employee
     compensation expense determined under
     the fair value method for all awards,
     net of related taxes.........................              (21,053)              (41,145)               (8,564)
                                                     ------------------    ------------------    ------------------

   Pro Forma Net Income...........................   $        8,381,723    $        6,377,161    $        5,337,653
                                                     ==================    ==================    ===================
</TABLE>

                                       42
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

<TABLE>
<CAPTION>

                                                                        Years Ended December 31,
                                                     --------------------------------------------------------------
                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------
   Basic Earnings per Common Share
<S>                                                  <C>                   <C>                   <C>
     As reported..................................   $             2.24    $             1.71    $             1.43
     Pro Forma....................................                 2.24                  1.70                  1.42

   Diluted Earnings per Common Share
     As reported..................................                 2.22                  1.70                  1.43
     Pro Forma....................................                 2.22                  1.69                  1.42

   Weighted Average Fair Value of Options
     Granted during the year......................                 1.09                    --                  1.74

   Assumptions:
     Average Risk Free Interest Rate..............               3.310%                    --                4.070%
     Average Expected Volatility..................               0.066%                    --                0.085%
     Expected Dividend Yield......................               3.173%                    --                2.600%
     Expected Life................................           6.6 years                     --            5.0 years
</TABLE>

The  effects of applying  SFAS No. 123 as amended by SFAS No. 148 for  providing
proforma  disclosures  are not  likely to be  representative  of the  effects on
reporting   earnings  for  future   years,   nor  are  the  dividend   estimates
representative of commitments on the part of the Company's Board.

Retirement Plan

During 2003 the  Company  had a defined  contribution  Pension  Plan,  which was
terminated as of December 31, 2003. The Company also has a  Profit-Sharing  Plan
covering  all  eligible  employees  that was amended as of December  31, 2003 to
allow employee elective  contributions under Internal Revenue Code section 401K.
The Company also adopted an Employee Stock  Ownership Plan ("ESOP"),  which also
allows elective employee contributions.  Employer contributions to the plans are
included in salaries and employee benefits expense.  Pension Plan  contributions
were  required  at  10  percent  of  total   eligible   employee   compensation.
Profit-Sharing  and ESOP contributions are determined by the board of directors.
The Company also has deferred compensation plans with certain executive officers
and directors. The Company contributes amounts to the pension fund sufficient to
satisfy funding requirements of the Employee Retirement Income Security Act.

Off-Balance Sheet Financial Instruments

In the  ordinary  course of business  the Company has entered  into  off-balance
sheet  financial  instruments   consisting  of  commitments  to  extend  credit,
commercial  letters of credit and  standby  letters  of credit.  Such  financial
instruments are recorded in the financial statements when funded.

                                       43

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

The Bank has  available  as a source  of  financing  a line of  credit  with the
Federal   Home  Loan  Bank  of  Atlanta   that  is  limited  to  15%  of  assets
(approximately  $78,700,000  at December 31,  2003),  of which  $32,700,000  was
available and unused.  The ability to utilize the remaining line is dependent on
the amount of eligible  collateral  that is  available  to pledge to the Federal
Home Loan Bank.

The Bank also has available as a source of short-term  financing the purchase of
federal funds from other  commercial  banks and commercial  lines of credit.  At
December  31, 2003 the total  amount  available  for  short-term  financing  was
$34,500,000.

The  Company  also has  available a  $5,000,000  line of credit with the Bankers
Bank.  This line is  secured  by 51% of the  bank's  common  stock and is due on
demand by the  lender.  At  December  31,  2003  $4,750,000  was  available  for
additional funding.

Segment Information

All of the Company's offices offer similar products and services, are located in
the same geographic  region, and serve the same customer segments of the market.
As a  result,  management  considers  all  units as one  operating  segment  and
therefore  feels that the basic  consolidated  financial  statements and related
footnotes provide details related to segment reporting.

Reclassifications

Certain amounts in 2002 and 2001 have been reclassified to conform with the 2003
presentation.

Recently Issued Accounting Standards

In January  2003,  the Auditing  Standards  Board  issued  Statement on Auditing
Standards  ("SAS") No. 101,  Auditing Fair Value  Measurements  and Disclosures.
This statement  establishes standards on auditing the measurement and disclosure
of assets, liabilities, and specific components of equity presented or disclosed
at fair  value in  financial  statements.  This SAS is  effective  for audits of
financial  statements  for  periods  beginning  on or after June 15,  2003.  The
adoption  of SAS  No.  101 did  not  have a  material  impact  on the  Company's
consolidated financial statements.

In  April  2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of Financial  Accounting  Standards  ("SFAS")  No. 149,  Amendment of
Statement 133 on Derivative  Instruments and Hedging Activities.  The provisions
of this  statement are effective  for contracts  entered into or modified  after
June 20, 2003,  and hedging  relationships  designated  after June 30, 2003, and
generally  require that contracts with comparable  characteristics  be accounted
for  similarly.  Except  for  the  provisions  related  to FASB  Statement  133,
Accounting for Derivative Instruments and Hedging activities,  all provisions of
this statement should be applied prospectively.  The provisions of the statement
related to Statement  133  Implementation  Issues that have been  effective  for
fiscal quarters that begin prior to June 15, 2003, should continue to be applied
in  accordance  with their  respective  effective  dates.  The  adoption  of the
provisions  of this  statement  did not have a material  effect on the Company's
operating results or financial position.

                                       44

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

In May 2003,  the FASB  issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity. This statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires  liability  treatment  for  certain  financial  instruments  which  had
previously  been  recognized as equity.  The  provisions  of this  statement are
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  are  effective  at the  beginning  of the first  interim  period
beginning  after  June  15,  2003.  It is to be  implemented  by  reporting  the
cumulative effect of a change in accounting principle for financial  instruments
created  before May 15, 2003, and still existing at the beginning of the interim
period of adoption. Restatement is not permitted. The adoption of the provisions
of this  statement  did not have a material  effect on the  Company's  operating
results or financial position.

In December 2003, the FASB revised  previously  issued SFAS No. 132,  Employers'
Disclosures  about Pensions and Other  Postretirement.  This  statement  revises
employers'  disclosures  about  pension plans and other  postretirement  benefit
plans. It does not change the measurement or recognition of those plans required
by  FASB  Statements  No.  87,  Employers'  Accounting  for  Pensions,  No.  88,
Employers'  Accounting  for  Settlements  and  Curtailments  of Defined  Benefit
Pension Plans and for Termination  Benefits,  and No 106, Employers'  Accounting
for  Postretirement  Benefits  Other Than Pensions.  This statement  retains the
disclosure   requirements  contained  in  FASB  Statement  No.  132,  Employers'
Disclosures about Pensions and Other Postretirement Benefits, which it replaces.
It requires additional  disclosures to those in the original Statement 132 about
the assets,  obligations,  cash flows,  and net periodic benefit cost of defined
benefit  pension  plans and other  defined  benefit  postretirement  plans.  The
required  information  should be provided  separately  for pension plans and for
other  postretirement  benefit  plans.  The  provisions  of this  statement  are
effective for financial  statements  with fiscal years ending after December 15,
3003. The  interim-period  disclosures  required by this statement are effective
for interim  periods  beginning  after  December 15,  2003.  The adoption of the
provisions  of this  revised  statement  did not have a  material  effect on the
Company's operating results or financial position.

In December 2003, the FASB revised  previously  issued FIN 46,  Consolidation of
Variable  Interest  Entities,  which  clarifies  the  application  of Accounting
Research  Bulletin ("ARB") 51,  Consolidated  Financial  Statements,  to certain
entities  (called variable  interest  entities) in which equity investors do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated financial support from other parties. The reporting and
disclosure  requirements of this  Interpretation are effective for all financial
statements of public  companies  for the first period ending after  December 15,
2003 and for all other types of  entities  for  periods  ending  after March 15,
2004. The adoption of this  interpretation did not have a material impact on the
Company's consolidated financial statements.

                                       45
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

Earnings Per Common Share

Basic earnings per common share are computed by dividing  earnings  available to
stockholders by the weighted average number of common shares  outstanding during
the period. Diluted earnings per share reflect per share amounts that would have
resulted if dilutive  potential common stock had been converted to common stock,
as  prescribed  by SFAS No.  128,  Earnings  per  Share.  All per share  amounts
included in these  consolidated  financial  statements  have been  retroactively
adjusted to reflect the effects of the 1.2 for 1.0 stock splits  which  occurred
during 2003, 2002 and 2001. The following reconciles the weighted average number
of shares outstanding:

<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------

Weighted average of common
<S>                                                           <C>                   <C>                   <C>
   shares outstanding.............................            3,747,641             3,747,641             3,747,641
Effect of dilutive options........................               28,870                20,547                 3,514
                                                     ------------------    ------------------    ------------------

Weighted average of common shares
   outstanding effected for dilution..............            3,776,511             3,768,188             3,751,155
                                                     ==================    ==================    ==================
</TABLE>

In June 2001,  November 2002 and December 2003,  the Company issued  1.2-for-1.0
stock splits.  All per share amounts  included in these  consolidated  financial
statements have been retroactively adjusted to give effect to these splits.

Comprehensive Income

Comprehensive  income is generally defined as the change in equity of a business
enterprise  during a period from transactions and other events and circumstances
from non-owner sources. It includes all changes in equity during a period except
those  resulting  from  investments  by  owners  and  distributions  to  owners.
Comprehensive  income is the total of net income and all other non-owner changes
in  equity.  Items  that are to be  recognized  under  accounting  standards  as
components of comprehensive  income are displayed in statements of shareholders'
equity.

In the calculation of comprehensive income, certain reclassification adjustments
are made to avoid double counting items that are displayed as part of net income
for a period that also had been displayed as part of other comprehensive  income
in  that  period  or  earlier  periods.  The  Company  has no such  items  to be
reclassified at December 31, 2003, 2002 and 2001.

                                       46
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 1 - Summary of Significant Accounting Policies - Continued

Statements of Cash Flows

The Company  includes  cash,  due from banks,  and certain cash  equivalents  in
preparing the statements of cash flows. The following is supplemental disclosure
to the statements of cash flows for the three years ended December 31, 2003.

<TABLE>
<CAPTION>

                                                                        Years Ended December 31,
                                                     --------------------------------------------------------------
                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------

<S>                                                  <C>                   <C>                   <C>
   Cash paid during the year for interest.........   $       11,088,782    $       11,609,219    $       11,668,631

   Cash paid during the year for income
     taxes, net...................................            6,550,908             4,772,000             4,596,457

   Non-cash Disclosures:

   Loans transferred to foreclosed
     real estate during the year..................            6,371,833               133,743               439,235

   Proceeds from sale of foreclosed real
     estate financed through loans................                   --               121,998                62,960

</TABLE>

Note 2 - Restrictions on Cash and Due from Bank Accounts

The Bank is required by  regulatory  authorities  to  maintain  average  reserve
balances  either in vault  cash or on  deposit  with the  Federal  Reserve.  The
average  amount of those reserves  required at December 31, 2003 and 2002,  were
approximately $4,506,000 and $3,877,000, respectively.


Note 3 - Securities

The carrying  amounts of securities as shown in the  consolidated  statements of
financial  condition and their  approximate fair values at December 31, 2003 and
2002 were as follows:

<TABLE>
<CAPTION>

                                                                      Gross            Gross           Estimated
                                                  Amortized        Unrealized       Unrealized           Fair
                                                    Cost              Gains           Losses             Value
                                               ---------------  ---------------   ---------------  ----------------
Securities Available-for-Sale

December 31, 2003:
<S>                                            <C>              <C>               <C>              <C>
   Equity Securities........................   $     3,184,977  $            --   $            --  $      3,184,977
                                               ===============  ===============   ===============  ================

December 31, 2002:
   Equity Securities........................   $     3,184,977  $            --   $            --  $      3,184,977
                                               ===============  ===============   ===============  ================
</TABLE>

                                       47
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 3 - Securities - Continued
<TABLE>
<CAPTION>

                                                                      Gross            Gross           Estimated
                                                  Amortized        Unrealized       Unrealized           Fair
                                                    Cost              Gains           Losses             Value
                                               ---------------  ---------------   ---------------  ----------------
Securities Held-to-Maturity

December 31, 2003:
   U. S. Government and
<S>                                            <C>              <C>               <C>              <C>
     agency securities......................   $     1,768,406  $         52,182  $           438  $      1,820,150
   Mortgage-backed securities...............        33,984,499           140,176          648,499        33,476,176
                                               ---------------  ----------------  ---------------  ----------------

                                               $    35,752,905  $        192,358  $       648,937  $     35,296,326
                                               ===============  ================  ===============  ================
December 31, 2002:
   U. S. Government and
     agency securities......................   $     3,000,000  $         16,980  $            --  $      3,016,980
   Mortgage-backed securities...............        30,339,505           765,309            1,776        31,103,038
                                               ---------------  ----------------  ---------------  ----------------

                                               $    33,339,505  $        782,289  $         1,776  $     34,120,018
                                               ===============  ================  ===============  ================

</TABLE>

The following  table shows our  investments'  gross  unrealized  losses and fair
value,  aggregated  by  investment  category and length of time that  individual
securities have been in a continuous  unrealized loss position,  at December 31,
2003.

<TABLE>
<CAPTION>

                                   Less Than 12 Months           12 Months or More                 Total
                               ---------------------------  --------------------------  ---------------------------
                                    Fair       Unrealized       Fair        Unrealized       Fair       Unrealized
   Description of Securities        Value        Losses         Value         Losses        Value         Losses
-----------------------------  -------------   -----------  -------------  -----------  -------------   -----------
<S>                            <C>             <C>          <C>            <C>          <C>             <C>
U.S. Treasury obligations
 and direct obligations
 of U.S. government
 agencies..................    $   1,820,150   $       438  $          --  $        --  $   1,820,150   $       438
Federal agency mortgage
 backed securities.........       33,476,176       648,499             --           --     33,476,176       648,499
Corporate bonds............               --            --             --           --             --            --
                               -------------   -----------  -------------  -----------  -------------   -----------

     Total Temporarily
     Impaired Securities.....  $  33,296,326   $   648,937  $          --  $        --  $  35,296,326   $   648,937
                               =============   ===========  =============  ===========  =============   ===========
</TABLE>

At December 31, 2003,  the Company had 9 individual  securities  that were in an
unrealized loss position or impaired for the timeframes  indicated above. All of
these    investment    positions'    impairments    are   deemed   not   to   be
other-than-temporary  impairments.  Substantially  all of  these  positions  are
backed by 1-4 family

                                       48
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001

Note 3 - Securities - Continued

mortgages and the related securities have experiences volatility in their market
prices as a result of the fluctuating  home mortgage  interest rate  environment
during 2003. The Company does not expect any other-than-temporary impairments to
develop related to the investment positions.

The   contractual   maturities  of  U.S.   Government   and  agency   securities
held-to-maturity  and  securities  available-for-sale  at December 31, 2003, are
shown below.  Actual maturities may differ from contractual  maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment penalties.

<TABLE>
<CAPTION>

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

<S>                                            <C>              <C>               <C>              <C>
Due in one year or less.....................   $     2,636,958  $     2,653,567   $            --  $             --
Due after one year through five years.......        19,272,146       19,318,494                --                --
Due after five years through ten years......        13,843,801       13,324,265                --                --
Due after ten years.........................                --               --                --                --
Equity securities...........................                --               --         3,184,977         3,184,977
                                               ---------------  ---------------   ---------------  ----------------

                                               $    35,752,905  $    35,296,326   $     3,184,977  $      3,184,977
                                               ===============  ================  ===============  ================
</TABLE>

Gross  realized gains and losses from the sale of securities for the years ended
December 31 are as follows:

<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------

<S>                                                  <C>                   <C>                   <C>
Realized gains....................................   $               --    $           36,083    $               --
Realized losses...................................                   --                    --                    --
</TABLE>

Dispositions through calls,  maturities and pay-downs resulted in no net gain or
loss during 2003, 2002 and 2001.

Equity  securities   include   restricted   investments  in  The  Bankers  Bank,
Independent  Bankers'  Bank and  Federal  Home Loan Bank  stock,  which  must be
maintained to secure the available lines of credit.  The amount of investment in
these stocks  amounted to  $2,374,977  and  $2,874,977  at December 31, 2003 and
2002,  respectively.  Additional equity securities at December 31, 2003 and 2002
consist of a $310,000 investment in the FCBI Capital Trust I (see Note 9) and at
December 31, 2003 a $500,000  investment in Capitol Securities  Investors,  LLC,
which amounts to a 20% ownership in this entity.

Investment  securities pledged to secure public funds on deposit,  FHLB advances
and for other purposes as required by law amounted to approximately  $23,218,000
and $29,677,000 at December 31, 2003 and 2002, respectively.

                                       49
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 4 - Loans

The Company grants loans to customers primarily in Charlotte,  Collier,  Glades,
Hendry and Lee Counties of Southwest Florida.

The  major  classifications  of loans as of  December  31,  2003 and 2002 are as
follows:

<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------

<S>                                                                        <C>                   <C>
Commercial, financial and agricultural.................................    $       45,274,352    $       42,875,563
Real estate - construction.............................................           172,890,197           140,722,900
Real estate - mortgage.................................................           208,818,843           220,696,703
Consumer...............................................................            10,665,451            12,089,782
Other..................................................................             1,486,507             1,226,777
                                                                           ------------------    ------------------
   Total...............................................................           439,135,350           417,611,725
Unearned income........................................................            (1,542,523)           (1,197,049)
Allowance for loan losses..............................................            (8,066,817)           (6,319,298)
                                                                           ------------------    ------------------

Net loans..............................................................    $      429,526,010    $      410,095,378
                                                                           ==================    ==================

</TABLE>

Deposit overdrafts reclassified as loans and included in the other loan category
amounted to $225,303 and $474,064, at December 31, 2003 and 2002, respectively.

Loans the Company  considered to be impaired  (including  non-accrual  loans) at
December  31, 2003 and 2002 totaled  approximately  $9,727,000  and  $5,035,000,
respectively.  The  impaired  loans at  December  31,  2003 and 2002 had related
allowances  of  $1,459,050  and  $757,906,  respectively.  The average  recorded
investment in impaired  loans for the years ended December 31, 2003 and 2002 was
approximately  $3,748,755  and  $4,808,550,  respectively.  For the years  ended
December 31, 2003 and 2002,  the difference  between gross interest  income that
would  have been  recorded  in such  period if the  non-accruing  loans had been
current in  accordance  with  their  original  terms and the amount of  interest
income  on those  loans  that was  included  in such  period's  net  income  was
approximately $450,861 and $350,302, respectively.

The Company has no  commitments  to lend  additional  funds to the  borrowers of
non-accrual loans.

Net unamortized  deferred loan fees and  origination  costs included in unearned
income amounted to $1,542,523 and $1,192,851, for the years ended as of December
31, 2003 and 2002.

Commercial and residential real estate loans pledged to secure Federal Home Loan
Bank advances and letters of credit  amounted to  approximately  $33,225,000 and
$58,790,000 at December 31, 2003 and 2002, respectively (see Note 9). Commercial
and  residential  real estate loans  pledged to secure the Federal  Reserve Bank
line of credit  amounted to  approximately  $5,856,910  and $-0- at December 31,
2003 and 2002, respectively.

                                       50

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 5 - Allowance for Loan Losses

Changes in the allowance for loan losses for the years ended  December 31, 2003,
2002 and 2001 were as follows:

<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------
<S>                                                  <C>                   <C>                   <C>
   Balance at beginning of year...................   $        6,319,298    $        3,802,836    $        3,266,667

   Charge-offs....................................             (222,911)             (206,836)             (389,627)
   Recoveries.....................................              270,430               213,298               205,796
                                                     ------------------    ------------------    ------------------
     Net (charge-offs) recoveries.................               47,519                 6,462              (183,831)
   Provision for loan losses......................            1,700,000             2,510,000               720,000
                                                     ------------------    ------------------    ------------------

   Balance at end of year.........................   $        8,066,817    $        6,319,298    $        3,802,836
                                                     ==================    ==================    ==================
</TABLE>


Note 6 - Premises and Equipment

Premises and equipment as of December 31, 2003 and 2002 is as follows:
<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------
<S>                                                                        <C>                   <C>
   Land...............................................................     $        3,186,438    $        1,322,827
   Land improvements...................................................               388,324               311,725
   Building............................................................            10,107,444             8,420,405
   Furniture and equipment.............................................             3,790,919             3,776,619
   Automobiles.........................................................               319,228               286,038
   Construction in progress............................................                56,777               669,512
                                                                           ------------------    ------------------
                                                                                   17,849,130            14,787,126
   Less allowance for depreciation.....................................             5,081,623             4,677,874
                                                                           ------------------    ------------------

                                                                           $       12,767,507    $       10,109,252
                                                                           ==================    ==================
</TABLE>

The provision for  depreciation  charged to occupancy and equipment  expense for
the years ended  December 31,  2003,  2002 and 2001 was  $669,386,  $687,466 and
$555,439, respectively.



              [The remainder of this page intentionally left blank]


                                       51
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 7 - Deposits

The  aggregate  amounts  of  time  deposits  of  $100,000  or  more,   including
certificates  of deposit of $100,000 or more at December  31, 2003 and 2002 were
$142,946,476 and $140,799,724, respectively. Time deposits of less than $100,000
totaled   $69,095,166   and   $111,773,587   at  December  31,  2003  and  2002,
respectively.  Demand  deposit  overdrafts  reclassified  as loan balances as of
December 31, 2003 and 2002 amounted to $225,303 and $474,064, respectively.

The maturities of time certificates of deposit and other time deposits issued by
the Bank at December 31, 2003, are as follows:

<TABLE>
<CAPTION>

     Year Ending December 31,
<S>                <C>                                                                           <C>
                   2004......................................................................    $      145,475,094
                   2005......................................................................            52,000,928
                   2006......................................................................             6,497,759
                   2007......................................................................             3,728,763
                   2008......................................................................             4,339,098
                                                                                                 ------------------
                                                                                                 $      212,041,642
                                                                                                 ==================
</TABLE>

Note 8 - Short-term Borrowings

Short-term borrowings at December 31, 2003, consisted of federal funds purchased
of $7,000,000,  $250,000  outstanding  on a line of credit with an  unaffiliated
financial  institution,  and $250,000 due for an equity  investment in a limited
liability investment company. There were no short-term borrowings outstanding at
December 31, 2002.



              [The remainder of this page intentionally left blank]

                                       52

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 9 - Long-term Debt

At December 31, 2003 and 2002, the Company had long-term debt totaling
$50,331,698 and $60,349,415, respectively.

Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>

                                                                                          2003                  2002
                                                                                   ------------------    ------------------
<S>                                                                                <C>                   <C>

     Long-term Federal Home Loan Bank  advances,  with varying  maturities  from
          December 2004 through March 2010,  the interest  rates have a variable
          base or are at a fixed rate  between  1.38% to 6.37%,  secured by real
          estate mortgage loans and pledged securities..........................   $       40,000,000    $       50,000,000

     Long-term  subordinated  debentures;  interest  rate prime  plus 0.5%,  the
          debenture has a 30-year life with a call option of 5 years, subject to
          regulatory approval...................................................           10,310,000            10,310,000

     Notespayable to Ford Motor Credit,  with interest  rates varying from 0.90%
          to 5.90%,  interest and  principal  paid monthly over 3-year  periods,
          various maturities in 2005, secured by vehicles.......................               21,698                39,415
                                                                                   ------------------    ------------------

                                                                                   $       50,331,698    $       60,349,415
                                                                                   ==================    ==================

</TABLE>

In June 2002,  the Company  formed a wholly-owned  Delaware  statutory  business
trust,  FCBI Capital Trust I, which issued  $10,000,000 of guaranteed  preferred
securities  representing  undivided  beneficial  interests  in the assets of the
trust ("Trust  Preferred  Securities").  The common  securities of the trust are
owned by the  Company.  The proceeds  from the  issuance of the Trust  Preferred
Securities ($10,000,000) and common securities ($310,000) were used by the trust
to purchase $10,310,000 of junior subordinated deferrable interest debentures of
the  Company.  The  debentures,  which  bear  interest  at Prime rate plus 0.5%,
represent the sole asset of the trust. The Company has fully and unconditionally
guaranteed all obligations of the Trust on a subordinated  basis with respect to
the Trust Preferred  Securities.  In accordance with the provisions of Financial
Interpretation  No. 46, the Company accounts for the Trust Preferred  Securities
as a long-term debt liability to the Trust in the amount of $10,310,000. Subject
to  certain  limitations,  the  Trust  Preferred  Securities  qualify  as Tier 1
capital.

                                       53
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 9 - Long-term Debt - Continued

The Company  has  entered  into an  agreement,  which fully and  unconditionally
guarantees  payment of accrued and unpaid  distributions  required to be paid on
the Trust Preferred  Securities,  with respect to any Trust Preferred Securities
called for redemption.

The Trust Preferred Securities mature in September 2032 and may be called by the
Company at any time after June 2007.  Maturities  of  long-term  debt  following
December 31, 2003, are as follows:

<TABLE>
<CAPTION>

     Year Ending December 31,
<S>             <C>                                                                              <C>
                2004.........................................................................    $        5,018,567
                2005.........................................................................            15,003,131
                2006.........................................................................                    --
                2007.........................................................................                    --
                2008.........................................................................                    --
                Thereafter...................................................................            30,310,000
                                                                                                 ------------------
                                                                                                 $       50,331,698
                                                                                                 ==================
</TABLE>

Note 10 - Shareholders' Equity

At December 31, 2003 and 2002,  shareholders' equity of the Company consisted of
the following:

Common Stock:  10,000,000 shares authorized with a par value of $0.01 per share.
Voting rights equal to one vote per share.

Paid-in  Capital:  Represents the funds received in excess of par value upon the
issuance of stock,  net of issuance  costs and the related  effects of the stock
dividends and stock splits.

Retained  Earnings:  Represents the  accumulated  net earnings of the Company as
reduced by  dividends  paid to  shareholders  and the effect of stock  dividends
issued in previous periods.

Stock  Splits:  In June 2001,  the Bank  issued a 1.2 shares for 1.0 share stock
split,  thereby  increasing the number of shares  outstanding  to 2,602,764.  In
conjunction  with the split,  the par value of the stock was reduced  from $4.00
per  share  to  $3.20  per  share.  In April  2002,  each  share of the Bank was
converted  into one share of the  Company's  $0.01 par value  common  stock.  In
December 2002, the Company issued a 1.2 for 1.0 common stock split  resulting in
an increase in the number of outstanding shares to 3,123,316.  In December 2003,
the Company issued a 1.2 for 1.0 common stock split  resulting in an increase in
the number of outstanding shares to 3,747,641. All per share amounts included in
these consolidated  financial  statements have been adjusted to give retroactive
effect to the stock splits.

                                       54
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 11 - Regulatory Capital Matters

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

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Company and the Bank to maintain minimum amounts and ratios of Total
capital  and  Tier  I  capital  to  risk-weighted  assets  (as  defined  in  the
regulations),  and  Tier I  capital  to  adjusted  total  assets  (as  defined).
Management believes, as of December 31, 2003, that the Company and the Bank meet
all capital adequacy requirements to which they are subject.

As of December 31, 2003, the most recent  notification  from the Federal Deposit
Insurance  Corporation  categorized  the  Bank as  well  capitalized  under  the
regulatory framework for prompt corrective action. To remain categorized as well
capitalized,  the Bank will  have to  maintain  minimum  Total  capital,  Tier 1
capital,  and Tier 1 leverage ratios as disclosed in the table below.  There are
no changes in  conditions  or events  since the most  recent  notification  that
management believes have changed the Bank's prompt corrective action category.

The  Company's  and the  Bank's  actual  capital  amounts  and  ratios  are also
presented in the table.

<TABLE>
<CAPTION>

                                                                                                  To Be Well
                                                                                              Capitalized Under
                                                                    For Capital               Prompt Corrective
                                          Actual                 Adequacy Purposes            Action Provisions
                                 -----------------------      -----------------------     ------------------------
                                    Amount        Ratio         Amount         Ratio         Amount        Ratio
                                 -----------    --------      -----------   ---------     -----------    ---------
                                                                   (In thousands)
As of December 31, 2003:

Total Capital
<S>                              <C>               <C>        <C>                <C>      <C>               <C>
   Consolidated..............    $    58,222       11.91%     $    39,114        8.00%    $    48,893        10.00%
   Florida Community
     Bank....................         57,721       11.82           39,061        8.00          48,827        10.00
Tier 1 Capital
   Consolidated..............         52,086       10.65           19,557        4.00          29,336         6.00
   Florida Community
     Bank....................         51,593       10.57           19,531        4.00          29,296         6.00
Tier 1 Leverage
   Consolidated..............         52,086       10.24           20,342        4.00          25,428         5.00
   Florida Community
     Bank....................         51,593       10.14           20,342        4.00          25,428         5.00
</TABLE>

                                       55
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 11 - Regulatory Capital Matters - Continued

<TABLE>
<CAPTION>
                                                                                                  To Be Well
                                                                                              Capitalized Under
                                                                    For Capital               Prompt Corrective
                                          Actual                 Adequacy Purposes            Action Provisions
                                 -----------------------      -----------------------     ------------------------
                                    Amount        Ratio         Amount         Ratio         Amount        Ratio
                                 -----------    --------      -----------   ---------     -----------    ---------
                                                                   (In thousands)

As of December 31, 2002:
Total Capital
<S>                              <C>               <C>        <C>                <C>      <C>               <C>
   Consolidated..............    $    50,320       10.75%     $    37,444        8.00%    $    46,805       10.00%
   Florida Community
     Bank....................         49,736       10.64           37,412        8.00          46,765       10.00
Tier 1 Capital
   Consolidated..............         44,464        9.50           18,722        4.00          28,083        6.00
   Florida Community
     Bank....................         43,885        9.38           18,706        4.00          28,059        6.00
Tier 1 Leverage
   Consolidated..............         44,464        9.15           19,439        4.00          24,299        5.00
   Florida Community
     Bank....................         43,885        9.04           19,420        4.00          24,275        5.00
</TABLE>


Note 12 - Stock Option Plans

The Company adopted the 2002 Key Employee Stock Compensation Program under which
statutory  and  non-statutory  stock  options  may be  granted  to  certain  key
employees  to purchase up to 87,440  shares (as  adjusted  for stock  splits) at
various prices from $12.50 to $24.00 per share.  The options granted provide for
these key employees to purchase  shares of the Company's  $0.01 par value common
stock at no less  than the  market  value at the  dates of  grant.  The  options
granted  may be  exercised  within ten years from the dates of grant  subject to
vesting requirements.

The following information relates to options outstanding under the plan at
December 31, 2003.

<TABLE>
<CAPTION>

                                                                                        Weighted
                                                          Number of                     Average         Number of
                                                           Options     Expiration      Contractual       Options
                                                         Outstanding      Date            Life         Exercisable
                                                       -------------   ----------      -----------     -----------

10/25/01 Options with an Exercise
<S>      <C>                                                   <C>       <C>   <C>            <C>           <C>
Price of $12.50......................................          66,240    10/25/11             7.82          39,744
01/17/03 Options with an Exercise
Price of $16.67......................................           7,200    01/17/13             9.05              --
12/22/03 Options with an Exercise
Price of $24.00......................................          14,000    12/22/13             9.98              --
                                                       --------------                                   ----------

Total................................................          87,440                         8.27          39,744
                                                       ==============                                   ==========

</TABLE>

                                       56
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 12 - Stock Option Plans - Continued

The  following  table  presents  the  activity  in the plan for the years  ended
December 31, 2003, 2002, and 2001:

<TABLE>
<CAPTION>

                                                2003                       2002                       2001
                                    --------------------------  --------------------------   ----------------------
                                                    Weighted                 Weighted                    Weighted
                                                     Average                     Average                  Average
                                       Shares        Price         Shares        Price        Shares      Price
                                    -------------  ------------ -----------  -------------   --------   -----------
<S>                    <C>                 <C>     <C>               <C>     <C>                        <C>
Outstanding at January 1,........          66,240  $      12.50      66,240  $       12.50         --   $     0.00
   Granted.......................          21,200         20.94          --           0.00     66,240        12.50
   Forfeited.....................              --          0.00          --           0.00         --         0.00
   Expired.......................              --          0.00          --           0.00         --         0.00
                                    -------------               -----------                  --------

Outstanding at December 31,......          87,440         14.55      66,240          12.50     66,240        12.50
                                    =============               ===========                  ========

Exercisable at December 31,......          39,744         12.50      22,080          12.50         --         0.00
                                    =============               ===========                  ========
</TABLE>

Note 13 - Other Operating Expenses

The  major  components  of other  operating  expenses  included  in  noninterest
expenses at December 31, 2003, 2002 and 2001 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------

<S>                                                  <C>                   <C>                   <C>
   Professional fees..............................   $              263    $              210    $              191
   Promotions and public relations................                  218                   135                   130
   Telephone......................................                  175                   136                   122
   Software maintenance...........................                  164                    70                   120
   Examination and assessment.....................                  154                   139                   106
   Supplies.......................................                  152                   182                   135
   ATM expense....................................                  137                   124                   124
   Postage........................................                  136                   137                    99
   Courier........................................                  113                    95                    71
   Taxes and licenses.............................                   95                   103                   107
   Bank charges...................................                   74                    95                   135
   Employee educational expenses..................                   68                    41                    40
   Director's board and committee fees............                   67                    67                    67
   Dues and subscriptions.........................                   44                    44                    31
   Other .........................................                  231                   226                   144
                                                     ------------------    ------------------    ------------------

                                                     $            2,091    $            1,804    $            1,622
                                                     ==================    ==================    ==================
</TABLE>

                                       57
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 14 - Income Taxes

Federal and state income taxes receivable  (payable) as of December 31, 2003 and
2002  included  in other  assets and other  liabilities,  respectively,  were as
follows:

<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------
Current
<S>                                                                        <C>                   <C>
   Federal.............................................................    $          300,272    $           76,180

   State...............................................................                26,754                13,006
</TABLE>

The  components of the deferred  income tax asset included in other assets as of
December 31, 2003 and 2002 are as follows:
<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------

Deferred tax asset:
<S>                                                                        <C>                   <C>
   Federal.............................................................    $        2,908,651    $        1,773,225
   State...............................................................               484,772               295,537
                                                                           ------------------    ------------------
     Total deferred income tax asset...................................             3,393,423             2,068,762
                                                                           ------------------    ------------------
Deferred tax liability:
   Federal.............................................................              (197,587)              (92,785)
   State...............................................................               (32,931)              (15,464)
                                                                           ------------------    ------------------
     Total deferred income tax liability...............................              (230,518)             (108,249)
                                                                           ------------------    ------------------

Net deferred tax asset.................................................    $        3,162,905    $        1,960,513
                                                                           ==================    ==================
</TABLE>


The tax  effects  of each  type of  income  and  expense  item that gave rise to
deferred taxes are:

<TABLE>
                                                                                  2003                  2002
                                                                           ------------------    ------------------
<S>                                                                        <C>                   <C>
   Depreciation........................................................    $         (230,518)   $         (108,249)
   Allowance for loan losses...........................................             2,560,873             1,906,373
   Directors benefit plan..............................................               132,005               141,163
   Deferred loan fees..................................................               592,723                    --
   Write-down of other real estate owned...............................                96,250                    --
   Officers benefit plan...............................................                11,550                21,226
   Issuance of stock options...........................................                    22                    --
                                                                           ------------------    ------------------

   Net deferred tax asset..............................................    $        3,162,905    $        1,960,513
                                                                           ==================    ==================
</TABLE>

                                       58
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 14 - Income Taxes - Continued

The components of income tax expense for the years ended December 31, 2003, 2002
and 2001 were as follows:
<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------
   Current
<S>                                                  <C>                   <C>                   <C>
     Federal......................................   $        4,962,156    $        4,009,514    $        3,031,351
     State........................................              865,210               690,462               511,042

   Deferred
     Federal......................................             (631,451)             (723,827)             (215,930)
     State........................................             (105,238)             (125,327)              (34,929)
                                                     ------------------    ------------------    ------------------

                                                     $        5,090,677    $        3,850,822    $        3,291,534
                                                     ==================    ==================    ==================

</TABLE>

There were no material  tax  effects of  securities  transactions  for the years
ended December 31, 2003, 2002 and 2001.

<TABLE>
<CAPTION>


                                                  2003                     2002                        2001
                                        -----------------------   -----------------------    -----------------------

Federal income tax
<S>                                     <C>                <C>    <C>                <C>     <C>                <C>
   at statutory rates.................  $   4,585,657      34.0%  $    3,491,504     34.0%   $   2,936,835      34.0%
Add (deduct)
   State income tax, net of
     federal tax benefit..............        501,582       3.7          372,989      3.6          314,235       3.6
   Other..............................          3,438       0.0          (13,671)    (0.1)          40,464       0.5
                                        -------------  --------   --------------  -------    -------------  --------

Totals................................  $   5,090,677      37.7%  $    3,850,822     37.5%   $   3,291,534      38.1%
                                        =============  ========   ==============  =======    =============  ========
</TABLE>

                                       59

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 15 - Benefit Plans

During 2003 the Company had three qualified employee benefit plans: 1) a Pension
Plan, 2) a Profit Sharing Plan,  and an Employee Stock  Ownership Plan ("ESOP").
The Plans cover  substantially  all  employees,  subject to similar  eligibility
requirements.  The  Company  contributed  10% of  eligible  compensation  to the
Pension Plan annually.  The Pension Plan was terminated as of December 31, 2003.
The Company's annual contribution to the Profit Sharing Plan is discretionary as
determined  by the board of  directors.  For the years ended  December 31, 2003,
2002 and 2001,  the Company's  contributions  charged to operations  amounted to
$433,523,  $347,214 and $274,904 for the Pension Plan and $438,163, $362,215 and
$289,170 for the Profit Sharing Plan,  respectively.  Effective January 1, 2003,
the company adopted the ESOP. The company's  annual  contribution to the ESOP is
discretionary   as  determined   by  the  board  of  directors.   The  Company's
contribution to the ESOP for 2003 was $438,163.

The Company also has a Director's  Benefit Plan (the  "Benefit  Plan")  covering
certain  directors  and a Salary  Continuation  Plan (the  "Salary  Plan") for a
former officer.  These plans were obtained resulting from a business combination
that occurred in 1998.

The  Benefit  Plan  provides  for  the  payment  of  scheduled  benefits  to the
participants or their  beneficiaries at age 65 or their normal  retirement date,
whichever  occurs later. If the participant  dies prior to receiving 180 monthly
payments,  the  participant's  beneficiary  shall receive any remaining  monthly
payments.  Payment  of  benefits  under  the  Benefit  Plan  requires  that  the
participant fulfill certain conditions related to age and length of service. The
Company is accruing  the present  value of the future  benefits to be paid under
the Benefit Plan over the term of each participant's service period.

The Salary Plan provides for the payment of a retirement  benefit of $30,000 per
year for a period of ten years.  Payment of these benefits  commenced on January
1, 1995, and continued throughout the current year according to the terms of the
Plan.  The Company has  accrued the present  value of the future  benefits to be
paid under the Salary Plan.

The Company has determined  that the following  disclosures  are relevant to the
Benefit  Plan and the Salary  Plan,  however,  the plans are  non-qualified  and
unfunded.  Payments  to  retired  directors  and  officers  are  funded  through
operations.

Net pension cost for the  Director's  Benefit  Plan and the Salary  Continuation
Plan for 2003, 2002 and 2001 included the following components:

<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                     ------------------    ------------------    ------------------

<S>                                                  <C>                   <C>                   <C>
   Service cost...................................   $           27,952    $           23,171    $           20,878
   Interest cost..................................               36,608                39,373                41,439
                                                     ------------------    ------------------    ------------------
     Net periodic pension cost....................   $           64,560    $           62,544    $           62,317
                                                     ==================    ==================    ==================
</TABLE>

                                       60
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 15 - Benefit Plans - Continued

The  following  table  sets  forth the  accumulated  benefit  obligation  of the
Director's  Benefit  Plan and the Salary  Continuation  Plan  recognized  in the
Company's statements of financial condition at December 31, 2003 and 2002.

<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------
Present value of benefit obligation:
<S>                                                                        <C>                   <C>
   Vested..............................................................    $          372,870    $          424,746
   Non-vested..........................................................                    --                    --
                                                                           ------------------    ------------------

Accumulated benefit obligation/pension liability.......................    $          372,870    $          424,746
                                                                           ==================    ==================
</TABLE>

The weighted  average  discount  rate used in  determining  present value of the
projected  benefit  obligation  for  the  Director's  Benefit  Plan  and  Salary
Continuation Plan was nine percent.


Note 16 - Commitments and Contingencies

In the normal  course of  business,  the Company  offers a variety of  financial
products  to its  customers  to aid  them  in  meeting  their  requirements  for
liquidity, credit enhancement, and interest rate protection.  Generally accepted
accounting  principles  recognize these  transactions as contingent  liabilities
and,  accordingly,  they  are not  reflected  in the  accompanying  consolidated
financial statements.

Loan  commitments  are made to accommodate  the financial needs of the Company's
customers.  Standby  letters of credit  commit the  Company to make  payments on
behalf of customers when certain  specified  future events occur.  Historically,
most loan commitments and standby letters of credit expire unused. The Company's
exposure to credit loss in the event of  nonperformance  by the counter-party to
the financial  instrument for loan  commitments and standby letters of credit is
represented by the contractual amount of those instruments. The Company uses the
same underwriting standards in making commitments and conditional obligations as
it does for on-balance sheet instruments.  The amount of collateral  obtained is
based on management's credit evaluation of the customer. Collateral held varies,
but may include accounts receivable,  inventory, property, plant, and equipment,
and income-producing  commercial properties. The Company records a liability for
the estimated fair value of standby  letters of credit based on the fees charged
for these arrangements. At December 31, 2003 and 2002 these recorded liabilities
amounted to $46,152 and $49,142, respectively.

                                       61
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 16 - Commitments and Contingencies - Continued

The total  amounts  of loan  commitments  and  standby  letters  of  credit  are
summarized as follows at December 31:

<TABLE>
<CAPTION>

                                                                                         Contract or
                                                                                        Notional Amount
                                                                                  2003                  2002
                                                                           ------------------    ------------------

<S>                                                                        <C>                   <C>
Loan commitments.......................................................    $       99,186,000    $       94,694,000
Standby letters of credit..............................................             3,810,000             5,852,000
                                                                           ------------------    ------------------

   Total unfunded commitments..........................................    $      102,996,000    $      100,546,000
                                                                           ==================    ==================
</TABLE>

Management  conducts  regular  reviews  of these  instruments  on an  individual
customer basis,  and the results are considered in assessing the adequacy of the
Company's  allowance for loan losses.  The total reserve  allocated for unfunded
commitments  was  approximately  $185,000  and $374,000 at December 31, 2003 and
2002, respectively


Note 17 - Concentrations of Credit

Most of the Company's loans, commitments,  and commercial and standby letters of
credit have been granted to customers in the  Company's  market area.  Many such
customers are depositors of the Company. The concentrations of credit by type of
loan are set forth in note 4. The  distribution  of commitments to extend credit
related  primarily  to unused real estate  draw  lines.  Commercial  and standby
letters of credit were granted primarily to commercial borrowers.

The  Company  maintains  its cash  accounts at various  commercial  banks in the
United  States.  The balances in commercial  banks are insured by the FDIC up to
$100,000.  Total  uninsured  balances  held at  correspondent  commercial  banks
amounted  to  $9,518,961   and   $5,967,875  at  December  31,  2003  and  2002,
respectively.


Note 18 - Restrictions on Dividends

The Bank is subject to the dividend  restrictions set forth by the State Banking
Department  (Florida).  Under such  restrictions,  the Bank may not, without the
prior approval of the State Banking  Department,  declare dividends in excess of
the sum of the current year's earnings plus the retained earnings from the prior
two  years.  For the year  ending  December  31,  2004,  the  Bank  can  declare
dividends,  without prior regulatory approval, of approximately $12,941,000 plus
an additional amount equal to its net profits for 2004.

                                       62
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 19 - Litigation

While  the  Company  is party to  various  legal  proceedings  arising  from the
ordinary course of business,  management  believes after consultation with legal
counsel that there are no proceedings  threatened or pending against the Company
that will,  individually or in the aggregate,  have a material adverse effect on
the business or financial condition of the Company.


Note 20 - Leases

The Company leased facilities under non-cancelable operating leases during 2003,
2002 and 2001. The leases  provided for renewal  options and generally  required
the Company to pay  maintenance,  insurance  and property  taxes.  For the years
ended  December  31,  2003,  2002 and 2001,  rental  expense for such leases was
$175,620,  182,870 and $160,342,  respectively.  The Company also entered into a
sale/leaseback  transaction  with a related  party in January  2001 for a branch
facility,  future  minimum  payments  under this lease are included in the table
below (see also Note 21).

Future  minimum lease  payments under such  non-cancelable  operating  leases at
December 31, 2003, are as follows:

<TABLE>
<CAPTION>

     Year Ending December 31,
<S>               <C>                                                                            <C>
                  2004.......................................................................    $          169,176
                  2005.......................................................................               169,401
                  2006.......................................................................               171,948
                  2007.......................................................................               175,954
                  2008.......................................................................               180,061
                  Thereafter.................................................................             2,346,362
                                                                                                 ------------------
     Total minimum lease payments............................................................    $        3,212,902
                                                                                                 ==================
</TABLE>


Note 21 - Related Party Transactions

Loans:  Certain  directors,   executive  officers  and  principal  shareholders,
including  their  immediate  families and associates  were loan customers of the
Company  during  2003 and 2002.  Such loans are made in the  ordinary  course of
business at normal credit terms,  including interest rates and collateral and do
not represent more than a normal risk of  collection.  A summary of activity and
amounts outstanding are as follows:

<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------

<S>                                                                        <C>                   <C>
Balance at Beginning of Year...........................................    $        8,446,838    $        9,525,429
New loans..............................................................             4,363,704             7,166,439
Repayments.............................................................            (6,556,044)           (8,245,030)
                                                                           ------------------    ------------------

Balance at End of Year.................................................    $        6,254,498    $        8,446,838
                                                                           ==================    ==================
</TABLE>

                                       63
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 21 - Related Party Transactions - Continued

Deposits:  Deposits held from related parties were $13,855,659 and $9,446,535 at
December 31, 2003 and 2002, respectively.

Other:  On  January  11,  2001,  the board of  directors  of the Bank  adopted a
resolution  to sell the land and  premises  of the  Cypress  Lake Branch at fair
market value to a Bank  Director  and lease the property  back at a fair rental.
The sales price of $1,855,000  is greater than the appraised  value and is based
on the cost to the Bank of the land,  building and closing costs.  The agreement
specifies  a 15-year net lease of $11,805  per month with  annual  increases  of
2.5%.


Note 22 - Fair Value of Financial Instruments

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash and Short-Term Investments:  For those short-term instruments, the carrying
amount is a reasonable estimate of fair value.

Securities: For securities  available-for-sale and securities  held-to-maturity,
fair  values  are based on quoted  market  prices  or dealer  quotes.  For other
securities  held as  investments,  fair value equals  quoted  market  price,  if
available.  If a quoted market price is not  available,  fair value is estimated
using quoted market prices for similar securities.

Loans:  For certain  homogeneous  categories of loans,  such as some residential
mortgage,  credit card  receivables,  and other  consumer  loans,  fair value is
estimated using the quoted market prices for securities backed by similar loans,
adjusted for differences in loan characteristics.  The fair value of other types
of loans is  estimated  by  discounting  the future cash flows using the current
rates at which  similar  loans would be made to borrowers  with  similar  credit
ratings and for the same remaining maturities.

Accrued Interest Receivable:  The carrying amount of accrued interest receivable
approximates its fair value.

Deposits: The fair value of demand deposits, savings accounts, and certain money
market  deposits is the amount payable on demand at the reporting date. The fair
value of  fixed-maturity  certificates  of deposit is estimated  using the rates
currently offered for deposits of similar remaining maturities.

Accrued  Interest  Payable:  The  carrying  amount of accrued  interest  payable
approximates its fair value.

Short-Term Borrowings: The carrying amounts of short-term borrowings approximate
their fair values.

Long-Term Debt:  Rates currently  available to the Company for debt with similar
terms and remaining maturities are used to estimate fair value of existing debt.

                                       64
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 22 - Fair Value of Financial Instruments - Continued

Commitments  to  Extend  Credit,   Standby  Letters  of  Credit,  and  Financial
Guarantees  Written:  The fair value of  commitments,  letters  of  credit,  and
financial guarantees is estimated to be approximately the fees charged for these
arrangements.

The estimated fair values of the Company's financial  instruments as of December
31, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>

                                                             2003                               2002
                                               ---------------------------------  ---------------------------------
                                                  Carrying            Fair           Carrying            Fair
                                                   Amount             Value            Amount            Value
                                               ---------------  ----------------  ---------------  ----------------
                                                        (in thousands)                     (in thousands)
Financial Assets
<S>                                            <C>              <C>               <C>              <C>
   Cash and short-term investments..........   $        30,520  $         30,520  $        58,835  $         58,835
   Securities...............................            38,938            38,481           36,524            37,305
   Loans....................................           437,593           441,604          416,415           418,079
   Accrued interest receivable..............             2,709             2,709            2,904             2,904
                                               ---------------  ----------------  ---------------  ----------------
     Total Financial Assets.................   $       509,760  $        513,314  $       514,678  $        517,123
                                               ===============  ================  ===============  ================

Financial Liabilities
   Deposits.................................   $       423,284  $        423,666  $       423,935  $        424,121
   Short-term borrowings....................             7,500             7,500               --                --
   Long-term debt...........................            50,332            50,332           60,349            60,349
   Accrued interest payable.................               859               859            1,867             1,867
                                               ---------------  ----------------  ---------------  ----------------
     Total Financial Liabilities............   $       481,975  $        482,357  $       486,151  $        486,337
                                               ===============  ================  ===============  ================

Financial Instruments
   Commitments to extend credit.............   $        99,186  $            992  $        94,694  $            947
   Standby letters of credit................             3,810                46            5,852                49
                                               ---------------  ----------------  ---------------  ----------------
     Total Unrecognized Financial
       Instruments..........................   $       102,996  $          1,038  $       100,546  $            996
                                               ===============  ================  ===============  ================
</TABLE>

                                       65

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 23 - Condensed Parent Company Information


Statement of Financial Condition

<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------
Assets
<S>                                                                        <C>                   <C>
   Cash and due from banks.............................................    $          291,212    $          104,942
   Federal funds sold..................................................                    --               100,000
   Securities available-for-sale.......................................               810,000               310,000
   Investment in subsidiaries (equity method) -
     eliminated upon consolidation.....................................            51,592,894            44,195,191
   Other assets........................................................               226,996                63,667
                                                                           ------------------    ------------------

       Total Assets....................................................    $       52,921,102    $       44,773,800
                                                                           ==================    ==================

Liabilities and Shareholders' Equity

Liabilities
   Guaranteed preferred beneficial interest in the Company's
     subordinated debentures...........................................    $       10,310,000    $       10,310,000
   Other debt..........................................................               500,000                    --
   Other liabilities...................................................                25,333                    --
                                                                           ------------------    ------------------
       Total Liabilities...............................................            10,835,333            10,310,000

       Total Shareholders' Equity......................................            42,085,769            34,463,800
                                                                           ------------------    ------------------
       Total Liabilities and Shareholders' Equity......................    $       52,921,102    $       44,773,800
                                                                           ==================    ==================
</TABLE>




             [The remainder of this page intentionally left blank.]


                                       66
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 23 - Condensed Parent Company Information - Continued


Statement of Income
<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------
Income
   From subsidiaries - eliminated upon consolidation
<S>                                                                        <C>                   <C>
     Dividends.........................................................    $        1,119,270    $        1,405,510
     Interest..........................................................                   333                 1,261
                                                                           ------------------    ------------------
       Total Income....................................................             1,119,603             1,406,771
                                                                           ------------------    ------------------

Expenses
   Salaries and employee benefits......................................                18,353                14,706
   Interest............................................................               524,681               306,752
   Other expenses......................................................               133,407                58,329
                                                                           ------------------    ------------------
       Total Expenses..................................................               676,441               379,787
                                                                           ------------------    ------------------

Income before income taxes and equity in
   undistributed earnings of subsidiaries..............................               443,162             1,026,984
Income tax benefit.....................................................               245,684               144,786
                                                                           ------------------    ------------------

Income before equity in undistributed
   earnings of subsidiaries............................................               688,846             1,171,770
Equity in undistributed earnings of subsidiaries.......................             7,707,703             5,246,536
                                                                           ------------------    ------------------

       Net Income......................................................    $        8,396,549    $        6,418,306
                                                                           ==================    ==================
</TABLE>



             [The remainder of this page intentionally left blank.]

                                       67
<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 23 - Condensed Parent Company Information - Continued


Statement of Cash Flows

<TABLE>
<CAPTION>

                                                                                  2003                  2002
                                                                           ------------------    ------------------
Operating Activities
<S>                                                                        <C>                   <C>
   Net income..........................................................    $        8,396,549    $        6,418,306
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Equity in undistributed income of subsidiaries....................            (7,707,703)           (5,246,536)
     Other.............................................................               172,026               (93,855)
                                                                           ------------------    ------------------
       Net Cash Provided By Operating Activities.......................               860,872             1,077,915
                                                                           ------------------    ------------------

Investing Activities
Investment in equity securities........................................              (500,000)             (310,000)
Investment in subsidiaries.............................................                    --            (9,500,000)
                                                                           ------------------    ------------------
       Net Cash Used In Investing Activities...........................              (500,000)           (9,810,000)
                                                                           ------------------    ------------------

Financing Activities
   Issuance of subordinated debentures, net of issuance costs..........                    --            10,030,188
   Issuance of short-term borrowings...................................               500,000                    --
   Costs associated with the issuance of options.......................                 6,227                    --
   Cash dividends......................................................              (780,829)           (1,093,161)
                                                                           ------------------    ------------------
       Net Cash Provided By (Used In) Financing Activities.............              (274,602)            8,937,027
                                                                           ------------------    ------------------

Net Increase In Cash and Cash Equivalents..............................                86,270               204,942

Cash and Cash Equivalents at Beginning of Year.........................               204,942                    --
                                                                           ------------------    ------------------

Cash and Cash Equivalents at End of Year...............................    $          291,212    $          204,942
                                                                           ==================    ==================

Cash Paid During the Year For:
   Interest............................................................    $          524,681    $          306,752

</TABLE>


                                       68

<PAGE>
                          FLORIDA COMMUNITY BANKS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2003, 2002 and 2001


Note 24 - Quarterly Results of Operations (Unaudited)

Selected quarterly results of operations for the four quarters ended December 31
are as follows:

<TABLE>
<CAPTION>

                                          First          Second          Third         Fourth
                                         Quarter         Quarter        Quarter        Quarter           Total
                                      -------------  -------------   -------------  -------------  ----------------
                                                                    (In Thousands)
2003:
<S>                                   <C>            <C>             <C>            <C>            <C>
Total interest income..............   $       8,304  $       8,447   $       8,502  $       8,267  $         33,520
Total interest expense.............           2,818          2,737           2,381          2,145            10,081
Provision for loan losses..........             300            300             700            400             1,700
Net interest income after
   provision for loan losses.......           5,186          5,410           5,421          5,722            21,739
Other noninterest income...........             626            666             663            773             2,728
Other noninterest expense..........           2,557          2,647           2,934          2,842            10,980
Income tax expense.................           1,226          1,302           1,185          1,377             5,090
Net income.........................           2,029          2,127           1,965          2,276             8,397
Per common share
   Basic earnings..................            0.54           0.57            0.52           0.61              2.24
   Diluted earnings................            0.54           0.56            0.52           0.60              2.22

2002:
Total interest income..............   $       7,004  $       7,653   $       8,228  $       8,381  $         31,266
Total interest expense.............           2,808          2,914           2,951          3,114            11,787
Provision for loan losses..........             330            280           1,100            800             2,510
Net interest income after
   provision for loan losses.......           3,866          4,459           4,177          4,467            16,969
Investment securities gains........              36             --              --             --                36
Other noninterest income...........             611            528             525            620             2,284
Other noninterest expense..........           2,123          2,242           2,312          2,343             9,020
Income tax expense.................             898          1,024             902          1,027             3,851
Net income.........................           1,492          1,721           1,488          1,717             6,418
Per common share
   Basic earnings..................            0.40           0.46            0.40           0.45              1.71
   Diluted earnings................            0.40           0.46            0.40           0.44              1.70

2001:
Total interest income..............   $       6,921  $       7,449   $       6,851  $       6,682  $         27,903
Total interest expense.............           3,181          3,085           2,931          2,821            12,018
Provision for loan losses..........             150            150             150            270               720
Net interest income after
   provision for loan losses.......           3,590          4,214           3,770          3,591            15,165
Other noninterest income...........             387            416             326            570             1,699
Other noninterest expense..........           2,026          2,135           2,112          1,953             8,226
Income tax expense.................             724            933             798            837             3,292
Net income.........................           1,227          1,562           1,186          1,371             5,346
Per common share
   Basic earnings..................            0.33           0.42            0.32           0.36              1.43
   Diluted earnings................            0.33           0.42            0.32           0.36              1.43

</TABLE>

                                       69
<PAGE>

ITEM 9.       CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE.

              None.


ITEM 9A.      CONTROLS AND PROCEDURES

          (a)  Evaluation of disclosure controls and procedures.

               The Company has evaluated  the  effectiveness  of its  disclosure
               controls and procedures  pursuant to Securities Exchange Act Rule
               13a-14.  The evaluation was performed  under the  supervision and
               with  the  participation  of  management,   including  the  chief
               executive officer and the chief financial officer, within 90 days
               prior to the date of the filing of this annual  report.  Based on
               this evaluation,  the chief executive officer and chief financial
               officer  have  concluded   that  the   disclosure   controls  and
               procedures   are   effective   in  ensuring   that  all  material
               information  required to be disclosed  in this annual  report has
               been communicated to them in a manner appropriate to allow timely
               decisions regarding required disclosure.

          (b)  Changes in internal controls.

               Subsequent  to the  date  of  their  evaluation,  there  were  no
               significant  changes in internal  controls or other  factors that
               could  significantly  affect  internal  controls,  including  any
               corrective  actions with regard to significant  deficiencies  and
               material weaknesses.



              [The remainder of this page intentionally left blank]



                                       70
<PAGE>

                                    PART III


ITEM 10.      DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The  information  appearing  under the headings  "ELECTION  OF  DIRECTORS,"
"BOARD OF  DIRECTORS"  and  "COMPLIANCE  WITH  SECTION  16(a) OF THE  SECURITIES
EXCHANGE ACT OF 1934" on pages 3 to 6 and 11 in the Proxy  Statement  (the "2003
Proxy Statement") relating to the annual meeting of shareholders of the Company,
scheduled to be held on April 22, 2004, is incorporated herein by reference.  On
March 3, 2003, the Company adopted a Code of Ethic applicable to Chief Financial
Officer and its Chief Executive Officer.


ITEM 11.      EXECUTIVE COMPENSATION

     The information  appearing under the headings "EXECUTIVE  COMPENSATION" and
"EMPLOYEE BENEFITS" on pages 6 to 10 of the 2003 Proxy Statement is incorporated
herein by reference.


ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND Management

     The  information  appearing  under the heading  "ELECTION OF  DIRECTORS" on
pages 3 to 5 of the 2002 Proxy  Statement and from Item 5 above is  incorporated
herein by reference.


ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information  appearing  under the heading  "CERTAIN  RELATIONSHIPS  AND
RELATED  TRANSACTIONS"  on  pages  10 to 11  of  the  2003  Proxy  Statement  is
incorporated herein by reference.


ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

     During 2003, the Company's  independent public auditors were Schauer Taylor
Cox Vise,  Morgan & Fowler,  PC ("Schauer  Taylor").  In 2002 and 2003,  Schauer
Taylor billed the Company for the following fees.

     Audit Fees The aggregate fees billed for  professional  services by Schauer
     Taylor, in connection with the audit of the annual financial statements and
     the reviews of the financial statements included in the Company's quarterly
     filings with the  Securities  and Exchange  Commission for the fiscal years
     ended December 31, 2002,  and December 31, 2003,  were $68,695 and $75,200,
     respectively.

     Audit-Related  Fees:  In 2002 and 2003,  Schauer  Taylor  also  billed  the
     Company $48,160 and $50,500,  respectively  for fees reasonably  related to
     the performance of its audit and reviews of financial statements. Such fees
     included  reviews of filings with the Securities  and Exchange  Commission,
     Information  Systems  examinations  and Federal  Home Loan Bank  collateral
     audits.

                                       71
<PAGE>

     Tax Fees: In 2002 and 2003,  Schauer Taylor also billed the Company $15,220
     and $12,800,  respectively  for tax  compliance  and advice,  including the
     preparation  of the  Company's  corporate  tax returns,  and  quarterly tax
     accruals.

     All Other Fees. In addition to those fees described  above,  Schauer Taylor
     also billed the Company  $3,325 and $8,730 in 2002 and 2003,  respectively.
     Such fees were for  assistance in filing  reports with the  Securities  and
     Exchange Commission.

     In all  instances,  Schauer  Taylor's  performance  of those  services  was
pre-approved by the Company's Audit Committee.


ITEM 15.      EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

Exhibit No.                                               Exhibit                                          Page

<S>                                                                                                         <C>
     (a)  Financial Statements, Financial Schedules and Exhibits.

     3.1  Articles of  Incorporation  of FCBI (included as Exhibit 3.1 to FCBI's
          Registration  Statement  on Form 8-A  filed  with the SEC on April 15,
          2002 and incorporated herein by reference).

     3.2  By-laws  of FCBI  (included  as  Exhibit  3.2 to  FCBI's  Registration
          Statement  on Form  8-A  filed  with  the SEC on  April  15,  2002 and
          incorporated herein by reference).

     4.1  Subordinated Promissory Note, dated December 24, 2001, between Florida
          Community Bank and  Independent  Bankers Bank of Florida  (included as
          Exhibit 4.1 to the Bank's Form 10-KSB for the year ended  December 31,
          2001, and incorporated herein by reference).

     4.2  Specimen Common Stock  Certificate of FCBI (included as Exhibit 4.1 to
          FCBI's Registration  Statement on Form 8-A filed with the SEC on April
          15, 2002 and incorporated herein by reference).

     10.1 Employment  agreement  with  Thomas S. Junker  dated  December 9, 1997
          (included as Exhibit 10.1 to the Bank's Registration Statement on Form
          10-SB-A for the year ended December 31, 1998 and  incorporated  herein
          by reference).

     10.2 2002 Key  Employee  Stock  Compensation  Program of FCBI  (included as
          Appendix D to the Bank's Definitive  Schedule 14-A filed with the FDIC
          on March 22, 2002 and incorporated herein by reference).

     10.3 Amended and Restated Trust  Agreement among Florida  Community  Banks,
          Inc. as  depositor,  Wilmington  Trust  Company as  property  trustee,
          Wilmington Trust Company,  as Delaware trustee,  and Stephen L. Price,
          and Thomas V.  Ogletree as  administrators,  dated as of June 21, 2002
          (included as Exhibit 10.3 to the  Company's  Form 10-Q for the quarter
          ended June 30, 2002, and incorporated herein by reference).

</TABLE>


                                       72
<PAGE>

<TABLE>
<CAPTION>

Exhibit No.                                               Exhibit                                          Page

<S>  <C>                                                                                                    <C>
     10.4 Guarantee   Agreement   between  Florida   Community  Banks,  Inc.  as
          guarantor, and Wilmington Trust Company as guarantee trustee, dated as
          of June 21, 2002  (included as Exhibit 10.4 to the Company's Form 10-Q
          for the  quarter  ended  June 30,  2002,  and  incorporated  herein by
          reference).

     10.5 Junior  Subordinated  Indenture  between Florida Community Banks, Inc.
          (as Company) and  Wilmington  Trust Company (as trustee),  dated as of
          June 21, 2002 (included as Exhibit 10.5 to the Company's Form 10-Q for
          the  quarter  ended  June  30,  2002,  and   incorporated   herein  by
          reference).

     10.6 Term Loan Agreement  between  Florida  Community  Banks,  Inc. and The
          Bankers  Bank,  Atlanta,  Georgia,  dated June 13, 2002  (included  as
          Exhibit 10.6 to the Company's Form 10-Q for the quarter ended June 30,
          2002, and incorporated herein by reference).

     11   Statement re: computation of earnings per common share                                            74

     12   Statement re: computation of ratios                                                               74

     14   Code of Ethics  (included  as Exhibit 99.1 to the  Company's  Form 8-K
          filed on March 3, 2003, and incorporated herein by reference.)

     21   Subsidiaries of the Registrant                                                                    75

     24   Power of Attorney                                                                                 80

     31.1 Chief Executive Officer - Certification of principal executive officer
          pursuant to the Exchange Act Rule 13(a) - 14(a) or 15(d) - 14(a).                                 76

     31.1 Chief Financial Officer - Certification of principal financial officer
          pursuant to the Exchange Act Rule 13(a) - 14(a) or 15(d) - 14(a).                                 77

     32.1 Chief Executive Officer - Certification  pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002                                                                                              78

     32.2 Chief Financial Officer - Certification  pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002                                                                                              78

     (b)  Reports on Form 8-K

          On October 22, 2003,  Florida  Community  Banks,  Inc. filed a current
          report on Form 8-K in which it  furnished a press  release  announcing
          its financial  results for the nine-month  period ended  September 30,
          2003, as well as a $.25 per share dividend  payable  November 17, 2003
          and a 1.2 for 1 stock split on  December 1, 2003 for all  shareholders
          of record on November 3, 2003,  pursuant  to Item 12 -  Disclosure  of
          Results of  Operations  and  Financial  Condition in  accordance  with
          Guidelines issued by the Securities and Exchange Commission in Release
          33-8216.  A copy of the press  release,  dated  October 22, 2003,  was
          attached as an exhibit to the current report on Form 8-K.
</TABLE>


                                       73

<PAGE>

EXHIBIT 11 - STATEMENTS RE: COMPUTATION OF PER SHARE EARNINGS

                          Florida Community Banks, Inc.
                   Computation of Net Income Per Common Share

The following  tabulation presents the calculation of basic and diluted earnings
per common share for the years ended December 31, 2003, 2002 and 2001.

<TABLE>
<CAPTION>

                                                                        2003               2002             2001
                                                                 ----------------   ---------------    ---------------
<S>                                                              <C>                <C>                <C>
Basic Earnings Per Share:
   Net income................................................    $      8,396,549   $     6,418,306    $     5,346,217
                                                                 ================   ===============    ===============

   Earnings on common shares.................................    $      8,396,549   $     6,418,306    $     5,346,217
                                                                 ================   ===============    ===============

   Weighted average common shares outstanding - basic........           3,747,641         3,747,641          3,747,641
                                                                 ================   ===============    ===============

   Weighted average common shares outstanding - diluted......           3,776,511         3,768,188          3,751,155
                                                                 ================   ===============    ===============

   Basic earnings per common share...........................    $          2.24    $          1.71    $          1.43
                                                                 ===============    ===============    ===============

   Diluted earnings per common share.........................    $          2.22    $          1.70    $          1.43
                                                                 ===============    ===============    ===============
</TABLE>


Exhibit 12 - Statements Re: Computation of Ratios

                          Florida Community Banks, Inc.
                Computation of Ratio of Earnings to Fixed Charges


<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                                  -------------------------------------------------
                                                                       2003             2002              2001
                                                                  --------------    -------------    --------------
                                                                               (Dollars in thousands)

<S>                                                               <C>               <C>              <C>
Pretax income.................................................    $       13,487    $      10,269    $        8,638
Add fixed charges:
   Interest on deposits.......................................             7,924           10,032            10,909
   Interest on borrowings.....................................             1,604            1,300               999
   Portion of rental expense representing interest expense....                60               62                54
                                                                  --------------    -------------    --------------
     Total fixed charges......................................             9,588           11,394            11,962
                                                                  --------------    -------------    --------------

Income before fixed charges...................................    $       23,075    $      21,663    $       20,600
                                                                  ==============    =============    ==============

Pretax income.................................................    $       13,487    $      10,269    $        8,638
Add fixed charges (excluding interest on deposits):
   Interest on borrowings.....................................             1,604            1,300               999
   Portion of rental expense representing interest expense....                60               62                54
                                                                  --------------    -------------    --------------
     Total fixed charges......................................             1,664            1,362             1,053
                                                                  --------------    -------------    --------------

Income before fixed charges (excluding interest on
   deposits)..................................................    $       15,151    $      11,631    $        9,691
                                                                  ==============    =============    ==============

Ratio of Earnings to Fixed Charges
   Including interest on deposits.............................             2.41              1.90              1.72
   Excluding interest on deposits.............................             9.11              8.54              9.20
</TABLE>

                                       74
<PAGE>

Exhibit 21 - SUBSIDIARIES OF THE REGISTRANT



<TABLE>
<CAPTION>

Subsidiaries - Direct/Wholly-owned                                               State of Incorporation
----------------------------------                                               ----------------------
<S>                                                                                   <C>
Florida Community Bank                                                                Florida

FCBI Capital Trust I                                                                  Delaware
</TABLE>


                                       75

<PAGE>

EXIHIBIT 31.1

                    CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

I, Stephen L. Price, certify that:

1.   I have reviewed this annual report on Form 10-K of Florida Community Banks,
     Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant, as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          fourth quarter that has materially affected or is reasonably likely to
          materially  affect,  the registrant's  internal control over financial
          reporting;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date:  March 22, 2004

                     By:   /s/  Stephen L. Price
                        --------------------------------------------------------
                        Stephen L. Price, President, Chief Executive Officer and
                        Chairman of the Board of Directors

                                       76
<PAGE>

EXIHIBIT 31.2

                    CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

I, Thomas V. Ogletree, certify that:

1.   I have reviewed this annual report on Form 10-K of Florida Community Banks,
     Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant, as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          fourth quarter that has materially affected or is reasonably likely to
          materially  affect,  the registrant's  internal control over financial
          reporting;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a.   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date:  March 22, 2004

                     By:   /s/  Thomas V. Ogletree
                        --------------------------------------------------------
                        Thomas V. Ogletree
                        Chief Financial Officer

                                       77
<PAGE>

EXHIBIT 32.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


In connection with Florida Community Banks,  Inc.'s ("Company") Annual Report on
Form  10-K for the  period  ended  December  31,  2003  ("Report"),  each of the
undersigned certify that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.





Date:   March 22, 2004                  By:   /s/ Stephen L. Price
                                           -------------------------------------
                                           Stephen L. Price
                                           President and Chief Executive Officer



EXHIBIT 32.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


In connection with Florida Community Banks,  Inc.'s ("Company") Annual Report on
Form  10-K for the  period  ended  December  31,  2003  ("Report"),  each of the
undersigned certify that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.





Date:   March 22, 2004                  By:   /s/ Thomas V. Ogletree
                                           -------------------------------------
                                           Thomas V. Ogletree
                                           Chief Financial Officer


                                       78
<PAGE>

                                   SIGNATURES


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


                                                    FLORIDA COMMUNITY BANKS INC.

Date:  March 22, 2004                    By:    /s/ Stephen L. Price
                                            ------------------------------------
                                            Stephen L. Price
                                            Chairman and Chief Executive Officer


Date:  March 22, 2004                    By:    /s/ Thomas V. Ogletree
                                            ------------------------------------
                                            Thomas V. Ogletree
                                            Chief Financial Officer


                                       79
<PAGE>

Exhibit 24 - POWER OF ATTORNEY

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Stephen L. Price and Thomas V.  Ogletree and each of
them,  his  true  and  lawful  attorney-in-fact,  as agent  with  full  power of
substitution  and  re-substitution  for him and in his name, place and stead, in
any and all  capacity,  to sign any or all  amendments  to this Form 10-K and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Federal Deposit Insurance  Corporation,  granting unto said
attorney-in-fact  and agents in full power and  authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as fully and to all intents and purposes as they might or could be in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  and their  substitutes,  may  lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>

                Directors                                                                      Date
----------------------------------------                                                  --------------

<S>                                                                                             <C> <C>
/s/ Beauford E. Davidson                                                                  March 22, 2004
----------------------------------------
Beauford E. Davidson


/s/ Patrick B. Langford                                                                   March 22, 2004
----------------------------------------
Patrick B. Langford


/s/ Lewis J. Nobles, Jr.                                                                  March 22, 2004
----------------------------------------
Lewis J. Nobles, Jr.


/s/ Jon R. Olliff                                                                         March 22, 2004
----------------------------------------
Jon R. Olliff


/s/ James O'Quinn                                                                         March 22, 2004
----------------------------------------
James O'Quinn


/s/ Stephen L. Price                                                                      March 22, 2004
----------------------------------------
Stephen L. Price


/s/ Bernard T. Rasmussen                                                                  March 22, 2004
----------------------------------------
Bernard T. Rasmussen


/s/ R. A. Roberts                                                                         March 22, 2004
----------------------------------------
R. A. Roberts


/s/ Daniel G. Rosbough                                                                    March 22, 2004
----------------------------------------
Daniel G. Rosbough


/s/ James E. Williams, Jr.                                                                March 22, 2004
----------------------------------------
James E. Williams, Jr.

</TABLE>

                                       80