UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 12/2621/122012

Florida Bank Group, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-53813

Florida

20-8732828

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

201 N. Franklin Street

Suite 100

Tampa, FL 33602

(Address of principal executive offices, including zip code)

(813) 367-5270

(Registrant’s telephone number, including area code)

FBG Holding Company

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 12 — ~~Registrant’s~~Financial ~~Business~~Information ~~and Operations~~

Item 1 2.0102 ~~Entry~~Results ~~into~~of aOperation ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~January~~ February 2621, 2012, ~~the Board of Directors (the “Board”) of~~ Florida Bank ~~(the “Bank”), a wholly-owned subsidiary of Florida Bank~~ Group, Inc. (the “Company”) ~~approved~~announced a Memorandum of Understanding (the “Memorandum”) which represents an agreement between the Board and the Director of the Division of Financial Institutions, Florida Office of Financial Regulations (the “OFR”) whereby the Bank agreed that it will ~~move~~release ina ~~good~~recorded ~~faith~~call towhich ~~comply~~will ~~with~~review ~~the~~its ~~requirements~~quarterly ofresults ~~the~~for ~~Memorandum. The provisions of~~ the ~~Memorandum~~quarter ~~substantially~~ended ~~patterned the Written Agreement between the Federal Reserve Bank of Atlanta (the “FRB”) and the Company and the Bank, effective March~~December 131, 2011. ~~and~~The ~~filed~~recorded bycall ~~the~~and ~~Company as~~ an ~~exhibit~~investor presentation towill ~~its~~be ~~Form~~available ~~8-K~~in onthe ~~March 8,~~“About ~~2011.~~Us” ~~Nearly~~section ~~all~~ of the ~~provisions~~company’s ofwebsite ~~the~~at ~~Memorandum~~www.flbank.com, ~~have~~starting ~~requirements~~at ~~that~~8:00 ~~are not materially different from those in the Written Agreement~~a. ~~However~~m., ~~the~~Eastern ~~individual~~Time ~~provisions~~on inTuesday ~~the~~February 21, ~~Memorandum and in the Written Agreement~~2012, ~~which~~thru ~~address a capital plan~~February 29, ~~differ~~2012. inA ~~that~~copy ~~the~~of ~~provision in~~ the ~~Written Agreement requires the Bank to~~related ~~submit~~press arelease ~~plan~~is tofurnished ~~maintain~~as ~~sufficient capital and be in compliance with Capital Adequacy Guidelines for State Member Banks: Risk-Based Measure and Tier~~ Exhibit 99.1 ~~Leverage Measures (but does not specify a specific Tier 1 Leverage or Total Risk Based Capital Ratio)~~. The ~~capital~~information ~~provision~~included inherein, ~~the~~as ~~Memorandum~~well ~~requires~~as ~~the~~Exhibit ~~Bank~~99.1 toreferenced ~~submit~~herein, ashall ~~capital~~not ~~plan~~be todeemed ~~the~~“filed” ~~OFR that provides~~ for ~~raising~~purposes ~~and~~of ~~maintaining~~Section 18 aof ~~Tier~~the 1Securities ~~Leverage~~Exchange ~~Capital~~Act ~~ratio~~ of ~~not~~1934 ~~less than eight percent~~ (8%“Exchange Act”) ~~and~~ anor ~~Total~~shall ~~Risk~~it ~~Based~~be ~~Capital Ratio~~deemed ofincorporated ~~not~~by ~~less~~reference ~~than 12 percent, or submit a capital plan~~ in ~~accordance~~filings ~~with~~under the ~~Written~~Securities ~~Agreement,~~Act ~~which~~of ~~the~~1933 ~~Bank submitted to~~ (the ~~FRB~~“Securities ~~on March 1, 2011~~Act”).

Section 9 — Financial Statements and Exhibits

Item 9.01

Financial Statements And Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated February 21, 2012, with respect to Florida Bank Group, Inc.’s Announced Call to Review Quarterly Financial Results.

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 hereunto duly authorized.

		Florida Bank Group, Inc.
Date: February 1, 2012	By:	/s/ Gary J. Ward
Date: February 21, 2012	By:	/s/ Gary J. Ward
		Gary J. Ward
		Chief Financial Officer

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