UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10 - QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001

[     ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to               

Commission File Number 000-26403

FPB Financial Corp.
( Exact name of small business issuer as specified in its charter)

        Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [   ]

        Shares of common stock, par value $.01 per share, outstanding as of August 8, 2001: 331,355

        Transitional Small Business Disclosure Format (check one):

Yes[   ]    No [ x ]

FPB FINANCIAL CORP.

FORM 10-QSB

QUARTER ENDED JUNE 30, 2001

PART I - FINANCIAL INFORMATION

Interim Financial Information required by Rule 10 - 01 of Regulation S - X and Item 303 of Regulation S - B is included in this Form 10 - QSB as referenced below:

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FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2001 AND DECEMBER 31, 2000

The accompanying notes are an integral part of these financial statements.

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FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2001 AND DECEMBER 31, 2000

The accompanying notes are an integral part of these financial statements.

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FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME

Three Months Ended June 30, 2001and 2000
Six Months Ended June 30, 2001 and 2000

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FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME

Three Months Ended June 30, 2001 and 2000
Six Months Ended June 30, 2001 and 2000

The accompanying notes are an integral part of these financial statements.

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FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Six Months Ended June 30, 2001 and 2000

The accompanying notes are an integral part of these financial statements.

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FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2001 and 2000

The accompanying notes are an integral part of these financial statements.

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FPB FINANCIAL CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2001 and 2000

The accompanying notes are an integral part of these financial statements.

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FPB FINANCIAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2001

Note 1 - Basis of Presentation -

        The accompanying consolidated financial statements at June 30, 2001 and for the three and six months ended June 30, 2001 and 2000 include the accounts of FPB Financial Corp. (the Company) and its wholly owned subsidiary, Florida Parishes Bank (the Bank). Currently, the business and management of FPB Financial Corp. is primarily the business and management of the Bank. All significant inter-company transactions and balances have been eliminated in the consolidation.

Note 2 - Employee Stock Ownership Plan-

The ESOP shares as of June 30, 2001 were as follows:

Note 3 - Earnings Per Share -

        The computation of basic earnings per share for the three and six months ended June 30, 2001 includes reported net income of $87,914 and $144,021 in the numerator respectively and the weighted average number of shares outstanding of 292,283 and 292,676 in the denominator respectively. Diluted earnings per share are calculated with reported net income in the numerator and the weighted average number of shares outstanding of 295,416 and 295,127 in the denominator.

Note 4 - Recognition and Retention Plan

        On April 25, 2000, the Company's stockholders approved a Recognition and Retention Plan (RRP) as an incentive to retain personnel of experience and ability in key positions. The shareholders approved a total of 13,254 shares of stock to be acquired for the Plan, of which 7,954 shares have been allocated for distribution to key employees and directors. As shares are acquired for the plan, the purchase price of these shares is recorded as unearned compensation, a contra equity account. As the shares are distributed, the contra equity account is reduced. The allocated shares are earned by participants as plan share awards vest over a specified period. If the service of an employee or non-employee director plan participant is terminated prior to the end of the vesting period for any reason other than death, disability, retirement or a change in control, the recipient shall forfeit the right to any shares subject to the awards which have not been earned. The compensation cost associated with the plan is based on the market price of the stock as of the date on which the plan shares are earned.

Note 5 - Stock Option Plan

        On April 25, 2000, the Company's stockholders approved a stock option plan for the benefit of directors, officers, and other key employees. An amount equal to 10% of the total number of common shares issued in the initial public offering or 33,135 shares are reserved for issuance under the stock option plan. The option exercise price cannot be less than the fair value of the underlying common stock as of the date of the option grant and the maximum option term cannot exceed ten years.

        The stock option plan also permits the granting of stock appreciation rights (SARs). SARs entitle the holder to receive, in the form of cash or stock, the increase in fair value of the Company's common stock from the date of the grant to the date of exercise. No SARs have been issued under the plan.

The following table summarizes the activity related to stock options:

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FPB FINANCIAL CORP. AND SUBSIDIARY

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Changes in Financial Condition

        The increase in other assets was due in part to the deposit paid for a parcel of land. The Company plans to construct a new office on this parcel at an estimated cost for land and improvements of $2.5 million.

Liquidity and Capital Resources

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        As of June 30, 2001, the Bank's unaudited regulatory capital requirements are as indicated in the following table:

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        Based on the above capital ratios, the Bank meets the criteria for a "well capitalized" institution at June 30, 2001. The Bank's management believes that under the current regulations, the Bank will continue to meet its minimum capital requirements in the foreseeable future. However, events beyond the control of the Bank, such as increased interest rates or a downturn in the economy of the Bank's area, could adversely affect future earnings and, consequently, the ability of the Bank to continue to exceed its future minimum capital requirements.

Results of Operations

        The profitability of the Company depends primarily on its net interest income, which is the difference between interest income on interest-earning assets, principally loans, mortgage-backed securities, and investment securities, and interest expense on interest-bearing deposits and advances from the Federal Home Loan Bank. Net interest income is dependent upon the level of interest rates and the extent to which such rates are changing. The Company's profitability also is dependent, to a lesser extent, on the level of its non-interest income, provision for loan losses, non-interest expenses and income taxes. In each of the three and six months periods ended June 30, 2001, net interest income after provision for loan losses exceeded total non-interest expense. Total non-interest expense consists of general, administrative and other expenses, such as compensation and employee benefits, occupancy and equipment expense, federal insurance premiums, professional fees, advertising, stationery, printing, and supplies, and miscellaneous other expenses.

        Net income decreased by $9,000, or 9.3%, in the quarter ended June 30, 2001 and decreased by $59,000, or 29.1%, in the six months ended June 30, 2001 compared to the respective 2000 periods. The decrease in the June 30, 2001 quarter was due to an increase in non-interest expense of $75,000, which was offset by an increase of $36,000 in net interest income, an increase in non-interest income of $22,000 and a decrease in income tax expense of $7,000. The decreased net income for the first six months of 2001 was due to an increase in non-interest expense of $160,000, which was offset by a $25,000 increase in net interest income, an increase in non-interest income of $41,000 and a decrease in the provision for income taxes of $35,000.

        Net interest income increased by $36,000 or 9.1% in the quarter ended June 30, 2001 and increased by $25,000, or 3.2%, for the six months ended June 30, 2001 over the comparable 2000 periods. This is primarily due to an increase in net interest earning assets to $8.8 million and $8.3 million for the three and six months ending June 30, 2001, compared to $7.1 million and $7.5 million in the 2000 respective periods, and is offset by a decrease in the net interest margin to 2.80% for the three months and 2.66% for the six months ended June 30, 2001, compared to 2.91% for the three months and 2.96% for the six months ended June 30, 2000. With the recent decreases in market interest rates, we anticipate our net interest margin may improve in the second half of 2001, which could increase our net interest income.

        The Company decreased its allowance for loan losses by $8,000 in the three and six months ended June 30, 2001. This is due to charging off two consumer loans that totaled $8,000. The Company had no provisions for losses in the 2001 or the 2000 periods. At June 30, 2001, the Company's non-accruing loans amounted to $111,000, a decrease of $171,000, or 60.6%, compared to June 30, 2000. The allowance for loan losses amounted to $162,000 at June 30, 2001and $170,000 at June 30, 2000, representing 0.3% and 0.4%, respectively, of the total loans held in portfolio and 146.0% and 60.3%, respectively, of total non-accruing loans at such dates. The non-accruing loans are made up of residential and consumer loans. Management believes our allowance for loan losses is adequate as of June 30, 2001.

        Non-interest expenses increased in the quarter ended June 30, 2001 by $75,000, or 27.4%, and increased by $160,000, or 30.4%, in the six months ended June 30, 2001 over the comparable 2000 periods. The increase in the quarter was due to increases of $43,000 in compensation and employee benefits, $3,000 professional fees, $5,000 printing, stationery & supplies, $5,000 occupancy and equipment, $6,000 data processing and $18,000 in other expenses which were offset by a decrease of $5,000 in advertising. The increase in the six month period was due to increases of $79,000 in compensation and employee benefits, $2,000 professional fees, $11,000 in occupancy and equipment, $19,000 data processing, and $52,000 other expenses which was offset by a decrease of $3,000 in advertising. Other expenses increased in both the three and six months periods due primarily to the Company expensing $21,000 in the three months and $42,000 for the six months ending June 30, 2001 compared to $12,000 in the three months and $23,000 for the six months ended June 30, 2000, for the State of Louisiana shares tax.

        Income tax expense decreased in the quarter and for the six months ending June 30, 2001 over the comparable 2000 periods due to a reduction in pre-tax income.

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FPB Financial Corp.

Form 10-QSB

Quarter Ended June 30, 2001

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        In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized