FPB BANCORP, INC.
May 26, 2010
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Re: FPB Bancorp, Inc.
Registration Statement on Form S-1, as amended
File Number 333-161965
Filed September 17, 2009, and subsequently amended
Ladies and Gentlemen:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as amended (the “Act”), FPB Bancorp, Inc. (the “Registrant”) hereby respectfully applies to the Securities and Exchange Commission (the “Commission”) for consent to the withdrawal of the Registrant’s Registration Statement (File No. 333-161965) on Form S-1 filed with the Commission on September 17, 2009 (the “Registration Statement”), together with all exhibits and amendments thereto.
The Registrant is requesting withdrawal of the Registration Statement because no securities were sold pursuant thereto and the Registrant intends to replace it by filing a subsequent registration statement on Form S-1.
The Registrant confirms that no securities were offered or sold under the Registration Statement. The Registrant also requests in accordance with Rule 457(p) of the Act that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such date, the Registrant receives notice from the Commission that this application will not be granted.
If you have any questions regarding the foregoing, please do not hesitate to contact Richard Pearlman of Igler & Dougherty, P.A. at (850) 878-2411.
Sincerely,
FPB BANCORP, INC.
/s/ David W. Skiles
David W. Skiles
Chief Executive Officer
cc: A. George Igler, Esq.,Igler & Dougherty, P.A.
