10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2008

or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 000-33351

(Exact Name of Registrant as Specified in Its Charter)

Florida	65-1147861
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1301 SE Port St. Lucie Boulevard

Port St. Lucie, Florida 34952

(Address of Principal Executive Offices)

(772) 225-5930

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed

Since Last Report)

Indicate by checkmark 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  þ NO  o

   Indicate by checkmark whether the registrantis a large accelerated filer, an accelerated filer, a non- accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: (Check one):

Large accelerated filer o        Accelerated filer o

Non-accelerated filer   p        Smaller reporting company x

(Do not check if a smaller reporting company)

   Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  o NO  þ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as  of the latest practicable date:

Common stock, par value $.01 per share	2,058,047 shares
(class)	Outstanding at July 31, 2008

Transitional Small Business Disclosure Format (check one): YES o NO þ

FPB BANCORP, INC. AND SUBSIDIARY

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	Page
Condensed Consolidated Balance Sheets -
June 30, 2008 (unaudited) and December 31, 2007	2
Condensed Consolidated Statements of Operations -
Three and Six Months ended June 30, 2008 and 2007 (unaudited)	3
Condensed Consolidated Statements of Stockholders' Equity -
Six Months ended June 30, 2008 and 2007 (unaudited)	4
Condensed Consolidated Statements of Cash Flows -
Six Months ended June 30, 2008 and 2007 (unaudited)	5-6
Notes to Condensed Consolidated Financial Statements (unaudited)	7-14
Review By Independent Registered Public Accounting Firm	15
Report of Independent Registered Public Accounting Firm	16
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations	17-22
Item 4T. Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.Legal Proceedings	24
Item 4. Submission of Matters to a Vote of Security Holders	24
Item 6.  Exhibits	24-25
SIGNATURES	26

1

FPB BANCORP, INC. AND SUBSIDIARY

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)

	June 30,			December 31,
Assets	2008			2007
	(unaudited)
Cash and due from banks	$	3,508		$	4,079
Federal funds sold		4,108			2,466
Interest-bearing deposits with banks		211			250
Total cash and cash equivalents		7,827			6,795
Securities available for sale		10,941			6,789
Securities held to maturity (market value of $2 and $4)		2			4
Loans, net of allowance for loan losses of $2,569 and $2,393		182,254			172,251
Premises and equipment, net		6,108			5,466
Federal Home Loan Bank stock, at cost		358			280
Accrued interest receivable		986			983
Bank-owned life insurance		2,735			2,681
Other assets		2,479			1,504
Total assets	$	213,690		$	196,753
Liabilities and Stockholders' Equity
Liabilities:
Non-interest bearing demand deposits		25,154			23,141
Savings, NOW and money-market deposits		40,465			33,357
Time deposits		124,769			116,179
Total deposits		190,388			172,677
Official checks		1,089			1,214
Federal Home Loan Bank advance		100			100
Other liabilities		1,003			831
Total liabilities		192,580			174,822
Stockholders' equity:
Preferred stock, $.01 par value; 1,000,000 shares authorized, no shares issued or outstanding		-			-
Common stock, $.01 par value; 5,000,000 shares authorized, 2,058,047 shares issued and outstanding		20			20
Additional paid-in capital		23,839			23,813
Accumulated deficit		(2,650	)		(1,936	)
Accumulated other comprehensive (loss) income		(99	)		34
Total stockholders' equity		21,110			21,931
Total liabilities and stockholders' equity	$	213,690		$	196,753

See Accompanying Notes to Condensed Consolidated Financial Statements.

2

FPB BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007
Interest income:
Loans	$	3,266		$	3,084	$	6,698		$	5,891
Securities		135			84		240			168
Other		54			118		94			195
Total interest income		3,455			3,286		7,032			6,254
Interest expense:
Deposits		1,706			1,417		3,476			2,686
Interest on borrowings		1			-		7			1
Total interest expense		1,707			1,417		3,483			2,687
Net interest income		1,748			1,869		3,549			3,567
Provision for loan losses		273			221		832			316
Net interest income after provision for loan losses		1,475			1,648		2,717			3,251
Non-interest income:
Service charges and fees on deposit accounts		132			118		256			236
Loan brokerage fees		46			64		76			140
Gain on sale of loans held for sale		-			50		15			113
Gain on sale of securities available for sale		-			-		20			-
Income from bank-owned life insurance		27			28		54			55
Other fees		1			8		9			14
Total non-interest income		206			268		430			558
Non-interest expense:
Salaries and employee benefits		1,016			966		2,001			1,884
Occupancy and equipment		388			295		760			563
Advertising		97			162		210			311
Data processing		152			125		311			235
Supplies		45			40		101			81
Professional fees		147			30		259			70
Other		305			245		592			480
Total non-interest expense		2,150			1,863		4,234			3,624
(Loss) earnings before income taxes		(469	)		53		(1087	)		185
Income tax (benefit) expense		(178	)		16		(415	)		62
Net (loss) earnings	$	(291	)	$	37	$	(672	)	$	123
Net (loss) earnings per share:
Basic	$	(.14	)	$	.02	$	(.33	)	$	.06
Diluted	$	(.14	)	$	.02	$	(.33	)	$	.06
Dividends per share	$	-		$	-	$	-		$	-

See Accompanying Notes to Condensed Consolidated Financial Statements.

3

FPB BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders' Equity

Six Months Ended June 30, 2008 and 2007

(Dollars in thousands)

										Accumulated
										Other
					Additional					Compre-			Total
	Common Stock				Paid-In		Accumulated			hensive			Stockholders'
	Shares		Amount		Capital		Deficit			(Loss) Income			Equity
Balance at December 31, 2006		1,906,203	$	19	$	21,729	$	(634	)	$	(51	)	$	21,063
Comprehensive income:
Net earnings for the six months ended June 30, 2007  (unaudited)		-		-		-		123			-			123
Net change in unrealized loss on securities available  for sale, net of tax (unaudited)		-		-		-		-			(1	)		(1	)
Comprehensive income (unaudited)														122
5% stock dividend, fractional shares paid in cash of  $6     (unaudited)		94,915		1		1,472		(1,479	)		-			(6	)
Share-based compensation (unaudited)		-		-		17		-			-			17
Proceeds from exercise of common stock options  (unaudited)		13,376		-		122		-			-			122
Tax benefit from common stock options exercised (unaudited)		-		-		24		-			-			24
Balance at June 30, 2007 (unaudited)		2,014,494	$	20	$	23,364	$	(1,990	)	$	(52	)	$	21,342
Balance at December 31, 2007		2,058,047	$	20	$	23,813	$	(1,936	)	$	34		$	21,931
Comprehensive loss:
Net loss for the six months ended June 30, 2008 (unaudited)		-		-		-		(672	)		-			(672	)
Net change in unrealized gain on securities available  for sale, net of tax (unaudited)		-		-		-		-			(133	)		(133	)
Comprehensive loss (unaudited)														(805	)
Share-based compensation (unaudited)		-		-		26		-			-			26
Cumulative effect adjustment related to deferred compensation plans, net of tax benefit of $25 (unaudited) (see note 7)		-		-		-		(42	)		-			(42	)
Balance at June 30, 2008 (unaudited)		2,058,047	$	20	$	23,839	$	(2,650	)	$	(99	)	$	21,110

See Accompanying Notes to Condensed Consolidated Financial Statements.

4

FPB BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Six Months Ended
	June 30,
	2008			2007
Cash flows from operating activities:
Net (loss) earnings	$	(672	)	$	123
Adjustments to reconcile net (loss) earnings to net cash used in operating activities:
Depreciation and amortization		217			177
Provision for loan losses		832			316
Amortization of loan fees, net		(125	)		(77	)
Net amortization of premiums and discounts on securities		4			3
Gain on sale of loans held for sale		(15	)		(113	)
Proceeds from sale of loans held for sale		400			2,654
Originations of loans held for sale		(385	)		(2,541	)
Gain on sale of securities available for sale		(20	)		-
Increase in accrued interest receivable		(3	)		(87	)
Increase in other assets		(895	)		(552	)
Increase (decrease) in official checks and other liabilities		5			(770	)
Income from bank-owned life insurance		(54	)		(55	)
Share-based compensation		26			17
Net cash used in operating activities		(685	)		(905	)
Cash flows from investing activities:
Purchase of securities available for sale		(9,328	)		(2,000	)
Principal payments on securities available for sale		185			139
Proceeds from sale of securities available for sale		4,794			-
Maturities of securities held to maturity		-			2,500
Principal payments on securities held to maturity		2			3
Net increase in loans		(10,710	)		(22,678	)
Purchase of premises and equipment		(859	)		(448	)
Purchase of Federal Home Loan Bank stock		(78	)		(21	)
Net cash used in investing activities		(15,994	)		(22,505	)
Cash flows from financing activities:
Net increase in deposits		17,711			24,811
Proceeds from the exercise of common stock options		-			122
Tax benefit associated with exercise of common stock options		-			24
Fractional shares of stock dividend paid in cash		-			(6	)
Net cash provided by financing activities		17,711			24,951
Net increase in cash and cash equivalents		1,032			1,541
Cash and cash equivalents at beginning of period		6,795			5,422
Cash and cash equivalents at end of period	$	7,827		$	6,963
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest, net of interest capitalized of $21 in 2008	$	3,441		$	2,692
Income taxes	$	75		$	370

5

FPB BANCORP, INC. AND SUBSIDIARY

Non-cash transactions:
Accumulated other comprehensive (loss) income, net change in unrealized gain (loss) on securities available for sale, net of tax	$	(133	)	$	(1	)
Common stock dividend	$	-		$	1,473
Cumulative effect adjustment related to deferred compensation plans, net of tax benefit of $25 (unaudited)	$	(42	)	$	-

See Accompanying Notes to Condensed Consolidated Financial Statements.

6

FPB BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited)

(1) General. FPB Bancorp, Inc. (the "Holding Company") owns 100% of the outstanding common stock of First Peoples Bank (the "Bank") (collectively referred to as the "Company"). The Holding Company operates as a one-bank holding company and its only business activity is the operation of the Bank.  The Bank is a state (Florida)-chartered commercial bank and its deposits are insured up to the maximum amounts by the Federal Deposit Insurance Corporation.  The Bank offers a variety of community banking services to individual and corporate customers through its six banking offices located in Port St. Lucie, Stuart, Fort Pierce, Vero Beach and Palm City, Florida.  The newest office opened on May 22, 2008, on Gatlin Boulevard in Port St. Lucie, Florida.  In addition, an 11,000 square foot Operations Center in Jensen Beach, Florida, opened in March of 2007.

In the opinion of management, the accompanying condensed consolidated financial statements of the Company contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at June 30, 2008, and the results of operations for the three and six-month periods ended June 30, 2008 and 2007 and cash flows for the six-month periods ended June 30, 2008 and 2007. The results of operations for the three and six months ended June 30, 2008 are not necessarily indicative of the results to be expected for the full year.

(2) Loan Impairment and Credit Losses. Information about impaired loans, the majority of which are collateral dependent, at June 30, 2008 and 2007 and for the three and six months ended June 30, 2008 and 2007, is as follows (in thousands):

	At June 30,
		2008		2007
Loans identified as impaired:
Gross loans with no related allowance for losses	$	1,944	$	172
Gross loans with related allowance for loan losses recorded		4,388		483
Less: Allowance on these loans		391		126
Net investment in impaired loans	$	5,941	$	529

	Three				Six
	months ended				months ended
	June 30,				June 30,
	2008		2007		2008		2007
Average investment in impaired loans	$	5,707	$	662	$	4,345	$	483
Interest income recognized on impaired loans	$	7	$	17	$	14	$	17
Interest income received on impaired loans	$	7	$	11	$	14	$	11

(continued)

7

FPB BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(2) Loan Impairment and Credit Losses, Continued.   Although the Company has no exposure to the sub- prime lending issue that is affecting many banks, we have seen a sharp increase in 2008 in our  impaired loans, as a result of decreased collateral values, declining credit quality and the overall  weak economy.   Aggressive action has been taken to identify loan impairment and this in turn has led  to an increase of over 163% in our provision for loan losses in the six months of 2008.   Management  continues to believe that due to the collateral value associated with these loans, no material losses  will be incurred. Management believes the balance in the allowance for loan losses of $2.6 million is adequate to provide for any potential losses on loans currently considered impaired.

During the quarter ending June 30, 2008, three additional loans totaling $1.7 million were identified as impaired, with a net change for the quarter of $1.5 million.

The activity in the allowance for loan losses was as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Balance at beginning of period	$	2,450		$	1,837		$	2,393		$	1,801
Provision for loan losses		273			221			832			316
(Charge-offs), net of recoveries		(154	)		(13	)		(656	)		(72
Balance at end of period	$	2,569		$	2,045		$	2,569		$	2,045

Non-accrual and past due loans were as follows (in thousands):

	At June 30,		At December 31,
	2008		2007
Non-accrual loans	$	6,051	$	1,401
Past due ninety days or more, but still accruing		1,073		349
	$	7,124	$	1,750

(3) Regulatory Capital.The Bank is required to maintain certain minimum regulatory capital requirements. The following is a summary at June 30, 2008 of the regulatory capital requirements and the Bank's capital on a percentage basis:

	Percentage
	of			Regulatory
	the Bank			Requirement
Tier 1 capital to total average assets		8.71	%		4.00	%
Tier 1 capital to risk-weighted assets		9.56	%		4.00	%
Total capital to risk-weighted assets		10.79	%		8.00	%

(continued)

8

 FPB BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(4) (Loss) Earnings Per Share. Basic (loss) earnings per share has been computed on the basis of the weighted-average number of shares of common stock outstanding during the period. For 2007, diluted earnings per share were computed based on the weighted-average number of shares outstanding plus the effect of outstanding stock options, computed using the treasury stock method.  In 2008, outstanding stock options are not considered dilutive due to the loss incurred by the Company. All  per share amounts reflect the 5% stock dividend paid on June 15, 2007.  (Loss) earnings per common share have been computed based on the following:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2008	2007	2008	2007
Weighted-average number of common shares outstanding used to calculate basic (loss)earnings per common share	2,058,047	2,005,969	2,058,047	2,006,146
Effect of dilutive stock options	-	25,700	-	27,777
Weighted-average number of common shares outstanding used to calculate diluted (loss) earnings per common share	2,058,047	2,031,669	2,058,047	2,033,923

   The following options were excluded from the 2007 calculation of earnings per share, due to the exercise price being above the average market price:

	Number	Exercise
	Outstanding	Price	Expire
For the three months ended June 30, 2007	119,740	$15.42-16.67	2015-2017
For the six months ended June 30, 2007	16,966	$16.67	2017

9

FPB BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(5)   Share-Based Compensation.  The Company follows the fair value recognition provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (SFAS 123 (R)), using the modified-prospective-transition method. Under that transition method, compensation cost recognized includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value calculated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R).

The Company established a Stock Option Plan in 1998 (“1998 Plan”) for directors, officers and employees of the Company. The 1998 Plan as amended provides for 131,553 shares (adjusted) of common stock to be available for grant.  The exercise price of the stock options is the fair market value of the common stock on the date of grant.  The options expire ten years from the date of grant. At June 30, 2008, 1,352 shares (adjusted) remain available for grant. All per share amounts reflect the 5% stock dividend paid on June 15, 2007. A summary of stock option information follows:

	Number of Options			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual   Term	Aggregate Intrinsic Value
Outstanding at December 31, 2006		94,932		$	10.19
Options exercised		(56,929	)		(9.12	)
Options forfeited		(1,050	)		(15.42	)
Outstanding at December 31, 2007		36,953			11.68
Options granted		579			8.50
Options forfeited		(771	)		(9.52	)
Options outstanding at June 30, 2008		36,761		$	11.68		2.84 years	$	-
Options exercisable at June 30, 2008		36,182		$	11.77		2.80 years	$	-

In 2005, the Company established a new option plan (“2005 Plan”) for directors, officers and employees of the Company.  The 2005 Plan provides for 158,743 shares (adjusted) of common stock to be available for grant.  The exercise price of the stock options is at or above the fair market value of the common stock on the date of grant.  The 2005 Plan allows for various vesting periods. All options expire ten years from the date of grant.  At June 30, 2008, 34,432 shares (adjusted) remain available for grant.  All per share amounts reflect the 5% stock dividend paid on June 15, 2007.

(continued)

10

FPB BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited), Continued

(5)      Share-Based Compensation, continued

A summary of stock option information follows:

	Number of Options			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Options outstanding at December 31, 2006		87,573			15.42
Options forfeited		(2,756	)		(15.42	)
Options granted		16,966			16.67
Options outstanding at December 31, 2007		101,783			15.63
Options forfeited		(5,180	)		(15.42	)
Options granted		27,708			9.34
Options outstanding at June 30, 2008		124,311		$	14.24		8.25 years	$	-
Options exercisable at June 30, 2008		83,436		$	15.50		7.80 years	$	-

The fair value of each option granted in 2008 and 2007 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	Six Months Ended June 30,
	2008			2007
Dividend yield		-	%		-	%
Expected life in years	6 – 6.5 years			6 years
Expected stock volatility		23.44%-28.74	%		18.62	%
Risk-free interest rate		4.07%-4.98	%		3.88	%
Per share grant-date fair value of options
issued during the period	$	2.27 - $3.40		$	4.96

(continued)

11

FPB BANCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements, Continued

(5)   Share-Based Compensation, Continued   The Company has examined its historical pattern of option exercises by its directors and employees in an effort to determine if there was any pattern based on these populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company used the guidance in Staff Accounting Bulletin No. 107 issued by the Securities and Exchange Commission to determine the estimated life of options. Expected volatility is based on historical volatility of the Company's common stock. The risk-free rate for periods within the contractual life of the option is based on the U.S. treasury yield curve in effect at the time of grant. The dividend yield assumptions are based on the Company’s history and expectation of dividend payments.

No stock options were exercised during the six-months ended June 30, 2008.  The total intrinsic value of options exercised for the six months ended June 30, 2007 was $90,000 and the related tax benefit recognized was $24,000. The total fair value of shares vested and recognized as compensation expense was $26,000 and $17,000 for the six months ended June 30, 2008 and 2007 respectively. As of June 30, 2008, the Company had 41,454 (adjusted) stock options not fully vested and there was $116,000 of total unrecognized compensation cost related to these non-vested options. This cost is expected to be recognized monthly over a weighted-average period of 2.01 years on a straight-line basis.

(6) Fair Value Measurements. On January 1, 2008, the Company adopted SFAS 157, "Fair Value Measurements" SFAS 157, among other things, defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements required under other accounting  pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of this statement had no effect on the Company's financial statements. 

The following disclosures, which include certain disclosures that are generally not required in interim period financial statements, are included herein as a result of the adoption of SFAS 157.

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Currently, the Company has securities available for sale that are recorded at fair value on a recurring basis.  Also from time to time the Company may be required to record at fair value other assets or liabilities on a non-recurring basis, such as impaired loans. These non-recurring fair value adjustments involve the application of lower-of-cost-or-market, accounting or write-downs of individual assets.

In accordance with SFAS 157, the Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

• Level 1 – Valuation is based upon quoted prices for identical instruments in active markets.

• Level 2 – Valuation is based upon quoted prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

• Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market.  These unobservable assumptions reflect the Company's estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.  The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.

(continued)

12

FPB BANCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements, Continued

(6)    Fair Value Measurements, Continued   The Company bases its fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following describes valuation methodologies used for assets measured at fair value on a recurring and non-recurring basis.

Securities Available for Sale.  These securities are valued based upon open-market quotes obtained from reputable third-party brokers which is considered a Level II fair value measurement.  Changes in fair value are recorded in other comprehensive income (loss).

Impaired Loans.  A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due, including principal and interest according to the contractual terms of the loan agreement.  The Company's impaired loans are normally collateral dependent and, as such, are carried at the lower of the Company's net recorded investment in the loan or the estimated fair value of the collateral less estimated selling costs.  Adjustments to the recorded investment are made through specific valuation allowances that are recorded as part of the overall allowances for loan losses.  Estimates of fair value is determined based on a variety of information, including the use of available appraisals, estimates of market value by licensed appraisers or local real estate brokers and the knowledge and experience of the Company's officers related to values of properties in the Company's market areas.  These officers take into consideration the type, location and occupancy to the property as well as current economic conditions in the area the property is located in assessing estimates of fair value.  Accordingly, fair value estimates for impaired loans is classified as Level 3.

The following table provides the level of valuation assumptions used to determine the carrying value of our assets measured at fair value on a recurring and non-recurring basis at June 30, 2008 (in thousands).

	Net carrying value at June 30, 2008							Total Losses (1)
								Three-Months		Six-Months
								Ended		Ended
	Total		Level 1		Level 2		Level 3	June 30, 2008		June 30, 2008
Securities available for sale	$	10,941		-		10,941			143		133
Impaired loans	$	5,941		-		-	5,941		55		391

(1)For securities available for sale, unrealized losses are recorded in accumulated other comprehensive loss.

Also effective January 1, 2008, the Company adopted SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 ("SFAS 159"). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value.

(continued)

13

FPB BANCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements, Continued

 Most of the provisions of this statement apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities.  SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities.  Management determined that this Statement had no material effect on the Company's consolidated financial statements.

(7)   Cumulative Effect Adjustment Related to Deferred Compensation Plans. During 2007, the Financial Accounting Standards Board issued EITF No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsed Split-Dollar Life Insurance Arrangements” (“EITF 06-4”), which requires an employer to recognize a liability for postretirement death benefits provided under endorsement split-dollar agreements. An endorsement split-dollar agreement is an arrangement whereby an employer owns a life insurance policy that covers the life of an employee and, pursuant to a separate agreement, endorses a portion of the policy’s death benefits to the insured employee’s beneficiary. EITF 06-4 was effective on January 1, 2008. The Company has entered into Supplemental Death Benefit Agreements with certain of its directors and executive officers pursuant to which the Company has agreed to pay a portion of the death benefit payable under certain life insurance policies owned by the Company to the directors’ or executives’ beneficiaries upon their death. As a result of the adoption of EITF 06-4, the Company recognized a cumulative effect adjustment (decrease) to retained earnings of ($42,000) representing additional liability of $67,000 required to be provided under EITF 06-4 on January 1, 2008 relating to the agreements, net of deferred income taxes of $25,000.

14

FPB BANCORP, INC. AND SUBSIDIARY

Review by Independent Registered Public Accounting Firm

Hacker, Johnson & Smith PA, the Company's independent registered public accounting firm, has made a limited review of the financial data as of June 30, 2008, and for the three and six-month periods ended June 30, 2008 and 2007 presented in this document, in accordance with the standards established by the Public Company Accounting Oversight Board.

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

15

Report of Independent Registered Public Accounting Firm

FPB Bancorp, Inc.

Port St. Lucie, Florida:

     We have reviewed the accompanying condensed consolidated balance sheet of FPB Bancorp, Inc. and Subsidiary (the "Company") as of June 30, 2008, and the related condensed consolidated statements of operations for the three-and six-month periods ended June 30, 2008 and 2007 and the related condensed consolidated statements of stockholders’ equity and cash flows for the six-month periods ended June 30, 2008 and 2007. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of the Company as of December 31, 2007, and the related consolidated statements of earnings, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated March 6, 2008, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2007, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Hacker, Johnson & Smith PA

HACKER, JOHNSON & SMITH PA

Fort Lauderdale, Florida

August 1, 2008

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FPB BANCORP, INC. AND SUBSIDIARY

Item 2. Management's Discussion and Analysis

of Financial Condition and Results of Operations

General

FPB Bancorp, Inc. (the "Holding Company") owns 100% of the outstanding common stock of First Peoples Bank (the "Bank") (collectively referred to as the "Company"). The Holding Company operates as a one-bank holding company and its only business activity is the operation of the Bank.  The Bank is a state (Florida)-chartered commercial bank and its deposits are insured up to the maximum amounts by the Federal Deposit Insurance Corporation.  The Bank offers a variety of community banking services to individual and corporate customers through its six banking offices located in Port St. Lucie, Stuart, Fort Pierce, Vero Beach and Palm City, Florida.  The newest office opened May 22, 2008, on Gatlin Boulevard in Port St. Lucie, Florida.  In addition, an 11,000 square foot Operations Center in Jensen Beach, Florida, opened in March of 2007.

Liquidity and Capital Resources

The Company's primary source of cash during the six months ended June 30, 2008 was from net deposit inflows of approximately $17.7 million and the sales of securities available for sale of approximately $4.8 million.  Cash was used primarily for net loan originations of approximately $10.7 million and the purchase of securities available for sale of approximately $9.3 million.  At June 30, 2008, the Company had time deposits of $72.4 million that mature in one year or less.  Management believes that, if so desired, it can adjust the rates on time deposits to retain or attract deposits in a changing interest-rate environment.

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

	Six Months Ended		Year Ended		Six Months Ended
	June 30,		December 31,		June 30,
	2008		2007		2007
Average equity as a percentage of average assets	10.15	%	12.11	%	12.98	%
Equity to total assets at end of period	9.88	%	11.15	%	12.01	%
Return on average assets (1)	(.64	%)	.10	%	.15	%
Return on average equity (1)	(6.27	%)	.83	%	1.16	%
Non-Interest expenses to average assets (1)	4.01	%	4.18	%	4.44	%
Nonperforming loans to total assets at end of period	3.33	%	.89	%	.19	%

(1) Annualized for the six months ended June 30, 2008 and 2007.

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FPB BANCORP, INC. AND SUBSIDIARY

Item 2. Management's Discussion and Analysis

of Financial Condition and Results of Operations, Continued

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit, available lines of credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet.  The contract amounts of those instruments reflect the extent of the Company's involvement in particular classes of financial instruments.

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

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed-expiration dates or other termination clauses and may require payment of a fee.  Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements.  The Company evaluates each customer's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counter party.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company generally holds collateral supporting these commitments and management does not anticipate any potential losses if these letters of credit are funded.

A summary of the amounts of the Company's financial instruments, with off-balance sheet risk at June 30, 2008, follows (in thousands):

	Contract
	Amount
Commitments to extend credit	$	13,609
Available lines of credit	$	23,551
Standby letters of credit	$	187

Management believes that the Company has adequate resources to fund all of its commitments.

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FPB BANCORP, INC. AND SUBSIDIARY

Results of Operations

The following table sets forth, for the periods indicated, information regarding: (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; (v) net interest margin; and (vi) ratio of average interest-earning assets to average interest-bearing liabilities.

	Three Months Ended June 30,
	2008							2007
			Interest		Average					Interest		Average
	Average		and		Yield/			Average		and		Yield/
	Balance		Dividends		Rate			Balance		Dividends		Rate
	(Dollars in thousands)
Interest-earning assets:
Loans	$	183,369		3,266		7.12	%	$	143,903		3,084		8.57	%
Securities		10,546		135		5.12			7,311		84		4.60
Other (1)		9,812		54		2.20			8,883		118		5.31
Total interest-earning assets		203,727		3,455		6.78			160,097		3,286		8.21
Non-interest-earning assets		12,064							9,766
Total assets	$	215,791						$	169,863
Interest-bearing liabilities:
Savings, NOW and money-market deposit accounts		37,971		242		2.55			34,264		282		3.29
Time deposits		130,982		1,464		4.47			85,935		1,135		5.28
Borrowings		385		1		1.04			100		-		-
Total interest-bearing liabilities		169,338		1,707		4.03			120,299		1,417		4.71
Demand deposits		24,048							24,917
Non-interest-bearing liabilities		1,188							3,396
Stockholders' equity		21,217							21,251
Total liabilities and stockholders' equity	$	215,791						$	169,863
Net interest income			$	1,748						$	1,869
Interest-rate spread (2)						2.75	%						3.50	%
Net interest margin (3)						3.43	%						4.67	%
Ratio of average interest-earning assets to average interest-bearing liabilities		1.20							1.33

(1)   Includes federal funds sold, dividends from Federal Home Loan Bank stock and interest-earning deposits with banks.

(2)   Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.

(3)   Net interest margin is net interest income divided by average interest-earning assets.

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FPB BANCORP, INC. AND SUBSIDIARY

The following table sets forth, for the periods indicated, information regarding: (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; (v) net interest margin; and (vi) ratio of average interest-earning assets to average interest-bearing liabilities.

	Six Months Ended June 30,
	2008							2007
			Interest		Average					Interest		Average
	Average		and		Yield/			Average		and		Yield/
	Balance		Dividends		Rate			Balance		Dividends		Rate
	(Dollars in thousands)
Interest-earning assets:
Loans	$	182,181		6,698		7.35	%	$	138,372		5,891		8.51	%
Securities		9,562		240		5.02			7,520		168		4.47
Other (1)		7,913		94		2.38			7,528		195		5.18
Total interest-earning assets		199,656		7,032		7.04			153,420		6,254		8.15
Non-interest-earning assets		11,705							9,884
Total assets	$	211,361						$	163,304
Interest-bearing liabilities:
Savings, NOW and money-market deposit accounts		35,331		479		2.71			33,800		553		3.27
Time deposits		129,868		2,997		4.62			81,571		2,133		5.23
Borrowings		528		7		2.65			100		1		2.00
Total interest-bearing liabilities		165,727		3,483		4.20			115,471		2,687		4.65
Demand deposits		22,395							22,956
Non-interest-bearing liabilities		1,794							3,685
Stockholders' equity		21,445							21,192
Total liabilities and stockholders' equity	$	211,361						$	163,304
Net interest income			$	3,549						$	3,567
Interest-rate spread (2)						2.84	%						3.50	%
Net interest margin (3)						3.56	%						4.65	%
Ratio of average interest-earning assets to average interest-bearing liabilities		1.20							1.33

(1)    Includes federal funds sold, dividends from Federal Home Loan Bank stock and interest-earning deposits with banks.

(2)    Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.

(3)    Net interest margin is net interest income divided by average interest-earning assets.

20

FPB BANCORP, INC. AND SUBSIDIARY

Comparison of the Three-Month Periods Ended June 30, 2008 and 2007

General.  Net loss for the three months ended June 30, 2008, was $(291,000) or $(.14) per basic and diluted share compared to net earnings of $37,000 or $.02 per basic and diluted share for the three month period ended June 30, 2007. This decrease in the Company's net earnings was primarily due to an increase in interest expense, Non-interest expense and the provision for loan losses, which was partially offset by an increase in interest income and a decrease in income tax expense.

Interest Income.  Interest income increased to $3.5 million for the three months ended June 30, 2008 from $3.3 million for the three months ended June 30, 2007.  Interest income on loans increased to $3.3 million due to an increase in the average loan portfolio balance for the three months ended June 30, 2008, partially offset by a decrease in the average yield earned.

Interest Expense.  Interest expense increased to $1.7 million for the three months ended June 30, 2008, from $1.4 million for the three months ended June 30, 2007.  Interest expense increased due to an increase in the average balance of deposits, partially offset by a decrease in the average rate paid on deposits in 2008.

Provision for Loan Losses.  The provision for loan losses is charged to operations to bring the total allowance to a level deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of impaired loans, general economic conditions, particularly as they relate to the Company's market areas, and other factors related to the estimated collectibility of the Company's loan portfolio. The provision for the three months ended June 30, 2008, was $273,000 compared to $221,000 for the same period in 2007.

Although the Company has no exposure to the sub- prime lending issue that is affecting many banks, we have seen a sharp increase in 2008 in our impaired loans, as a result of decreased collateral values, declining credit quality and the overall weak economy. Aggressive action has been taken to identify loan impairment and this in turn has led to an increase in our provision for loan losses.  Management continues to believe that due to the collateral value associated with these loans, no material losses will be incurred, and that the balance in the allowance for loan losses of $2.6 million is adequate to provide for any potential losses on loans currently considered impaired.

Non-interest Income.  Total non-interest income decreased to $206,000 for the three months ended June 30, 2008, from $268,000 for the three months ended June 30, 2007, primarily as a result of a decrease in loan brokerage fees and gains recognized on sale of loans held for sale, partially offset by an increase in service charges.

Non-interest Expense.  Total non-interest expense increased to $2.2 million for the three months ended June 30, 2008 from $1.9 million for the three months ended June 30, 2007, primarily due to an increase in employee compensation and benefits of $50,000, an increase in occupancy and equipment of $93,000, an increase in data processing of $27,000, and an increase in professional fees and other expenses of $177,000, all due to the continued growth and expansion of the Company.

Income Taxes.  The income tax benefit for the three months ended June 30, 2008, was $(178,000) compared to an income tax provision of $16,000 for the three months ended June 30, 2007.

21

FPB BANCORP, INC. AND SUBSIDIARY

            Comparison of the Six-Month Periods Ended June 30, 2008 and 2007

General.  Net loss for the six months ended June 30, 2008, was $(672,000) or $(.33) per basic and diluted share compared to net earnings of $123,000 or $.06 per basic and diluted share for the six month period ended June 30, 2007. This decrease in the Company's net earnings was primarily due to an increase in interest expense, non-interest expense and the provision for loan losses, which was partially offset by an increase in interest income and a decrease in income tax expense.

Interest Income.  Interest income increased to $7.0 million for the six months ended June 30, 2008 from $6.3 million for the six months ended June 30, 2007.  Interest income on loans increased to $6.7 million due to an increase in the average loan portfolio balance for the six months ended June 30, 2008, partially offset by  a decrease in the average yield earned in 2008.  Interest on securities increased to $240,000 due to an increase in the average security portfolio, and an increase in the average yield earned in 2008.

Interest Expense.  Interest expense increased to $3.5 million for the six months ended June 30, 2008, from $2.7 million for the six months ended June 30, 2007.  Interest expense increased due to an increase in the average balance of deposits during 2008, partially offset by a decrease in the average rate paid on deposits in 2008.

Provision for Loan Losses.  The provision for loan losses is charged to operations to bring the total allowance to a level deemed appropriate by management and is based upon historical experience, the volume and type of lending conducted by the Company, industry standards, the amount of nonperforming loans, general economic conditions, particularly as they relate to the Company's market areas, and other factors related to the estimated collectibility of the Company's loan portfolio.  The provision for the six months ended June 30, 2008, was $832,000 compared to $316,000 for the same period in 2007.

Although the Company has no exposure to the sub- prime lending issue that is affecting many banks, we have seen a sharp increase in 2008 in our impaired loans, as a result of decreased collateral values, declining credit quality and the overall weak economy. Aggressive action has been taken to identify loan impairment and this in turn has led to an increase of over 163% in our provision for loan losses in the six months of 2008. Management continues to believe that due to the collateral value associated with these loans, no material losses will be incurred, and that the balance in the allowance for loan losses of $2.6 million is adequate to provide for any potential losses on loans currently considered impaired.

Non-Interest Income.  Total non-interest income decreased to $430,000 for the six months ended June 30, 2008, from $558,000 for the six months ended June 30, 2007, primarily as a result of a decrease in loan brokerage fees and gains recognized on sale of loans held for sale.

Non-Interest Expense.  Total non-interest expense increased to $4.2 million for the six months ended June 30, 2008 from $3.6 million for the six months ended June 30, 2007, primarily due to an increase in employee compensation and benefits of $117,000, an increase in occupancy and equipment of  $197,000,  an increase in data processing of $76,000, and an increase in professional and other expenses of $301,000, all due to continued growth of the Company.

22

FPB BANCORP, INC. AND SUBSIDIARY

Item 4T. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within the 90 days preceding the filing of this Report, our Principal Executive Officer and Principal Financial Officer concluded that, subject to the limitations noted below, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

(b) Changes in Internal Controls

We have made no significant changes in the internal controls over financial reporting during the quarter ended June 30, 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

(c) Limitations on the Effectiveness of Controls

 Our Management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control  system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance   that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.   These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the   likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

23

FPB BANCORP, INC. AND SUBSIDIARY

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

    There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject.

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

The Annual Meeting of Shareholders (the "Annual Meeting") of FPB Bancorp, Inc. was held on April 30, 2008 to vote on the following proposals:

Proposal I: Election of three directors

Proposal II:Ratification of the appointment of Hacker, Johnson & Smith PA as independent auditors

Proposal III: Adjournment of the meeting

At the Annual Meeting, 1,475,448 shares were present in person or by proxy.  Listed below are the results of the matters subject to a vote of security holders:

	Term	For	Against	Withheld	Abstain	Broker Nonvoter
Proposal I
Gary A. Berger	3 year	1,255,937	-	219,511	-	-
Robert L. Schweiger	3 year	1,255,937	-	219,511	-	-
David W. Skiles	3 year	1,255,937	-	219,511	-	-
Proposal II		1,262,857	207,356	-	5,235	-
Proposal III		1,227,123	241,327	-	6,998	-

Following the Annual Meeting, Ann L. Decker, Paul J. Miret, Donald J. Cuozzo, Robert L. Seeley and Paul A. Zinter, also continued as directors of the Company.

Item 6. Exhibits

Exhibits. The following exhibits are filed with or incorporated by reference into this report. The exhibits marked with an (a) were previously filed as a part of the Company’s Registration Statement on Form SB-1, filed with the Federal Deposit Insurance Corporation on April 30, 2000; those marked with a (b) were filed with the Company’s 2003 Proxy Statement filed with the Security and Exchange Commission (“SEC”) on March 28, 2003; those marked with a (c) were filed with the Company’s Definitive Schedule 14A filed with the SEC on October 26, 2005; those marked with a (d) were filed with the Company’s Form 8-A with the SEC on November 16, 2001; those marked with an (e) were filed with the Company’s Form 10-QSB with the SEC on August 2, 2007; and those marked with an (f) were filed with the Company’s Form 10-QSB with the SEC on November 6, 2007.  

24

FPB BANCORP, INC. AND SUBSIDIARY

Exhibit No.	Description of Exhibit
(d)3.1	Articles of Incorporation
(d)3.2	Bylaws
(e)3.3	Amendment to the Bylaws, Adopted August 15, 2007
(a)4.1	Specimen copy of certificate evidencing shares of the Company’s common capital stock, $0.01 par value
(a)4.2	First Peoples Bank Stock Option Plan dated January 14, 1999
(a)4.4	Non-Qualified Stock Option Agreement
(b)4.5	Amendment to First Peoples Bank Stock Option Plan
(c)4.6	2005 Stock Compensation Plan
(a)10.1	First Peoples Bank Qualified 401(k) Profit Sharing Plan, dated May 1, 1999
(f)10.2	Amended and Restated Employment Agreement for David W. Skiles
(e)10.3	Amended and Restated Change in Control Agreement for Nancy E. Aumack
(e)10.4	Amended and Restated Change in Control Agreement for Stephen J. Krumfolz
(e)10.5	Amended and Restated Change in Control Agreement for Marge Riley
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

25

FPB BANCORP, INC. AND SUBSIDIARY

SIGNATURES

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

			FPB BANCORP, INC.
			(Registrant)
Date:	August 8, 2008	By:	/s/David W. Skiles
			David W. Skiles, Principal Executive Officer, President and Chief Executive Officer
Date:	August 8, 2008	By:	/s/Nancy E. Aumack
			Nancy E. Aumack, Principal Financial Officer, Senior Vice President and Chief Financial Officer

26

EX-31.1

  
    ex31_1.htm




  
    

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (the “Report”) by FPB Bancorp, Inc. (the”Company”), I, Nancy E. Aumack, Chief Financial Officer of the Company, certify,  pursuant to 18 U.S.C. § 1350, as adopted as pursuant to § 906 of the  Sarbanes-Oxley Act of 2002, that, to our knowledge:

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 result of operations of the Company.

Dated: August 8, 2008 By: /s/Nancy E. Aumack                                                    Nancy E. Aumack, Principal Financial Officer,           Sr. Vice President & Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of the Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David W. Skiles, certify that:

1.           I have reviewed this report on Form 10-Q of FPB Bancorp, Inc. (the "Company");

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 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 Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-15f) for the Company 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 subsidiary, is made known to us by others within that entity, 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 most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of the Company's Board of Directors:

(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:              August 8, 2008                                                   By:   /s/David W. Skiles                                                                                                                            

       David W. Skiles,Principal Executive Officer,

        President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification of the Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Nancy E. Aumack, certify that:

1.           I have reviewed this report on Form 10-Q of FPB Bancorp, Inc. (the "Company");

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 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 Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-15f) for the Company 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 subsidiary, is made known to us by others within that entity, 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 most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of the Company's Board of Directors:

(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:              August  8, 2008                                                   By:   /s/Nancy E. Aumack                                                                                                                                       

Nancy E. Aumack,Principal Financial Officer,

         Senior Vice President and Chief Financial Officer