UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended June 30, 2005

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

     For the transition period from _________ to _________


                         Commission File Number 0-50322
                                                -------


                          COMMUNITY FIRST BANCORP, INC.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its Charter)


             Maryland                                     36-4526348
-------------------------------------                -------------------
(State or other jurisdiction of                        (IRS Employer
 incorporation or organization)                      Identification No.)


              2420 North Main Street, Madisonville, Kentucky 42431
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (270) 326-3500
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


                                 Not applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


         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  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
         Yes   X    No ____
             -----

         As of June 30,  2005,  there were  277,725  shares of the  Registrant's
common stock, par value $.01 per share, outstanding.

         Transitional Small Business Issuer Disclosure Format (check one):
         Yes        No   X
             -----     -----

<PAGE>

                          COMMUNITY FIRST BANCORP, INC.

                             Madisonville, Kentucky

                                      INDEX

                                                                            Page
                                                                            ----

PART I.  FINANCIAL INFORMATION
------

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets as of June 30, 2005
                  (unaudited) and December 31, 2004                           3
         Condensed Consolidated Statements of Operations - (Unaudited)
                  for the three and six months ended June 30, 2005
                  and 2004                                                    4
         Condensed Consolidated Statements of Cash Flows - (Unaudited)
                  for the six months ended June 30, 2005 and 2004             5
         CondensedConsolidated  Statements of Changes in Stockholders'
                  Equity - (Unaudited) for the six months ended
                  June 30, 2005 and 2004                                      7
         Notes to Condensed Consolidated Financial Statements
                  (Unaudited)                                                 8

Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operation                         12

Item 3.  Controls and Procedures                                             18

PART II. OTHER INFORMATION
-------

Item 4.  Submission of Matters to a Vote of Security Holders                 20

Item 6.  Exhibits                                                            20

Signatures                                                                   21

<PAGE>

                          COMMUNITY FIRST BANCORP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                             June 30,              December 31,
                                                                               2005                   2004
                                                                          -----------             -----------
                                                                              (Unaudited)
<S>                                                                     <C>                     <C>
                                 Assets
Cash and cash equivalents:
    Cash and due from banks                                               $   658,078             $   614,155
    Interest-bearing demand deposits                                        2,408,028               2,179,041
    Interest-bearing time deposits                                            500,000               3,000,000
                                                                          -----------             -----------
        Total cash and cash equivalents                                     3,566,106               5,793,196

Securities, held-to-maturity (market values of
   $78,870 and $95,025 at June 30, 2005
   and December 31, 2004, respectively)                                        73,274                  88,965
Securities, available-for-sale, at fair value                               2,209,537               2,215,285
Loans, net of the allowance for loan loss of
   $369,850 and $319,937 at June 30, 2005
   and December 31, 2004, respectively                                     58,850,618              51,931,555
Premises and equipment, net                                                 2,390,674               2,495,324
Foreclosed real estate                                                         25,000                     --
Federal Home Loan Bank (FHLB) stock                                           703,000                 687,000
Interest receivable                                                           267,552                 227,066
Deferred income taxes                                                          15,381                  14,521
Other assets                                                                   95,009                  50,467
                                                                          -----------             -----------
        Total assets                                                      $68,196,151             $63,503,379
                                                                          ===========             ===========

                  Liabilities and Stockholders' Equity
Liabilities:
    Deposits                                                              $52,785,887             $46,466,036
    FHLB advances                                                          11,500,000              13,000,000
    Advances under line of credit                                             750,000                 750,000
    Interest payable and other liabilities                                    241,495                 123,848
                                                                          -----------             -----------
        Total liabilities                                                  65,277,382              60,339,884
                                                                          -----------             -----------

Commitments and contingencies                                                      --                      --

Stockholders' equity:
    Preferred stock, $.01 par value;
      authorized 1,000,000 shares                                                  --                      --
    Common stock, $.01 par value: authorized,
      5,000,000 shares; issued and outstanding
      277,725 at June 30, 2005 and
      December 31, 2004                                                         2,777                   2,777
    Additional paid-in capital                                              2,457,428               2,457,428
    Retained earnings - substantially
      Restricted                                                              488,421                 731,477
    Accumulated other comprehensive income
      (loss)                                                                  (29,857)                (28,187)
                                                                          -----------             -----------
        Total stockholders' equity                                          2,918,769               3,163,495
                                                                          -----------             -----------
        Total liabilities and stockholders' equity
                                                                          $68,196,151             $63,503,379
                                                                          ===========             ===========
</TABLE>
            See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                          COMMUNITY FIRST BANCORP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            For the three and six months ended June 30, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     Three Months Ended             Six Months Ended
                                          June 30,                      June 30,
                                --------------------------    --------------------------
                                    2005           2004           2005           2004
                                -----------    -----------    -----------    -----------
<S>                           <C>            <C>            <C>            <C>
Interest and dividend income:
  Loans                         $   821,115    $   609,695    $ 1,578,378    $ 1,144,885
  Investment securities              20,866         19,887         45,709         50,380
  Dividends on FHLB Stock             8,442          6,560         16,767         13,120
                                -----------    -----------    -----------    -----------
      Total interest and
        dividend income             850,423        636,142      1,640,854      1,208,385
                                -----------    -----------    -----------    -----------

Interest expense:
  Deposits                          323,778        247,243        613,175        447,770
  FHLB advances                      80,119         14,743        145,350         32,250
  Other borrowings                   11,203             --         11,203             --
                                -----------    -----------    -----------    -----------
      Total interest expense        415,100        261,986        769,728        480,020
                                -----------    -----------    -----------    -----------

      Net interest income           435,323        374,156        871,126        728,365

  Provision for loan losses          22,500         30,000         61,500         69,000
                                -----------    -----------    -----------    -----------
      Net interest income
        after provision for
        loan losses                 412,823        344,157        809,626        659,365
                                -----------    -----------    -----------    -----------
Noninterest income:
  Service charges and fees           92,986         64,385        171,166        117,239
  Gain on sale of foreclosed
    assets                               --             --             --            404
  Foreclosed real estate
    expense, net                     (2,931)        (1,063)        (3,526)        (2,765)
  Gain (loss) on sale of
    repossessed vehicles                795             --         (1,965)            --
  Insurance commissions and
    premiums                          2,180         (3,756)         2,761          2,225
  Other income                        3,528          2,206          9,459          6,201
                                -----------    -----------    -----------    -----------
    Total noninterest income         96,558         61,772        177,895        123,304
                                -----------    -----------    -----------    -----------

Noninterest expense:
  Compensation and benefits         266,727        264,283        514,337        519,345
  Directors fees                     10,800         10,800         21,600         21,600
  Occupancy expense                  81,510         78,654        159,038        191,019
  Insurance premiums                  5,983          9,324         11,343         17,917
  Data processing                    57,605         29,883        109,020        109,537
  Advertising                        25,409         41,534         58,762         85,599
  Office supplies and postage        27,225         32,595         59,514         79,619
  Payroll and other taxes            38,237         26,269         71,747         51,502
  Professional fees                  31,651         35,184         50,697         77,809
  Data processor conversion
    expenses                             --             --             --        110,834
  Other operating expenses           88,832         62,927        174,519        101,159
                                -----------    -----------    -----------    -----------
      Total noninterest
          expense                   633,979        591,453      1,230,577      1,365,940
                                -----------    -----------    -----------    -----------
Loss before income taxes           (124,598)      (185,526)      (243,056)      (583,271)

Provision (credit) for income
  Taxes                                  --        (63,079)            --       (198,308)

Net loss                        $  (124,598)   $  (122,447)   $  (243,056)   $  (384,963)
                                ===========    ===========    ===========    ===========
Basic loss per share            $     (0.45)   $     (0.44)   $     (0.88)   $     (1.39)
                                ===========    ===========    ===========    ===========
Diluted loss per share          $     (0.45)   $     (0.44)   $     (0.88)   $     (1.39)
                                ===========    ===========    ===========    ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                          COMMUNITY FIRST BANCORP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the six months ended June 30, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                      June 30,
                                                             --------------------------
                                                                 2005           2004
                                                             -----------    -----------
<S>                                                        <C>            <C>
Operating Activities:
    Net loss                                                 $  (243,056)   $  (384,963)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
        FHLB stock dividend                                      (16,000)       (13,100)
        Provision for loan losses                                 61,500         69,000
        Depreciation, amortization and accretion                 108,517         94,290
        Loss on sale of foreclosed assets                             --            404
        Loss on sale of repossessed vehicles                       1,965             --
        Deferred income tax benefit                                   --       (198,309)
        Change in assets and liabilities:
            Other assets                                         (71,507)       (17,322)
            Accrued interest receivable and other assets         (40,486)       (36,649)
            Accrued interest payable and other liabilities       117,647          8,278
                                                             -----------    -----------

                Net cash used by operating activities            (81,420)      (478,371)
                                                             -----------    -----------
Investing Activities:
    Net increase in loans                                     (6,980,563)    (7,410,458)
    Proceeds from maturities/calls of held-to-maturity
       securities                                                 15,692        970,127
    Purchases of premises and equipment                             (650)      (487,090)
                                                             -----------    -----------

                Net cash used in investing activities         (6,965,521)    (6,927,421)
                                                             -----------    -----------

Financing Activities:
    Net increase in deposits                                   6,319,851      4,953,744
    Payments on short-term borrowings                         (6,000,000)    (3,000,000)
    Proceeds from short-term borrowings                        4,500,000      5,500,000
    Net proceeds/(costs) from issuance of common stock                --         (9,000)
                                                             -----------    -----------

                Net cash provided by financing activities      4,819,851      7,444,744
                                                             -----------    -----------

Net (decrease) increase in cash and cash equivalents          (2,227,090)        38,952
Cash and cash equivalents, beginning of period                 5,793,196      1,109,062
                                                             -----------    -----------
Cash and cash equivalents, end of period                       3,566,106    $ 1,148,014
                                                             ===========    ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                          COMMUNITY FIRST BANCORP, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
                 For the six months ended June 30, 2005 and 2004
                                   (Unaudited)





                                                         Six Months Ended
                                                             June 30,
                                                      ------------------------
                                                        2005            2004
                                                      --------        --------

Supplemental Disclosures:
Cash paid for interest                                $758,525        $471,869
                                                      ========        ========

Non-cash Transactions:
Federal Home Loan Bank Stock dividend received        $ 16,000        $ 13,100
                                                      ========        ========
Loans transferred to foreclosed real estate           $ 25,000        $     --
                                                      ========        ========

            See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                          COMMUNITY FIRST BANCORP, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 For the six months ended June 30, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                         Accumulated
                                        Common Stock         Additional                     Other
                                  -----------------------       Paid-in      Retained    Comprehensive  Comprehensive
                                     Shares        Amount       Capital      Earnings    Income (Loss)  Income (Loss)      Total
                                  --------------------------------------------------------------------------------------------------

<S>                               <C>       <C>           <C>           <C>            <C>            <C>             <C>
Balance, January 1, 2004            277,725   $     2,777   $ 2,466,428   $ 1,763,045    $   (23,483)                  $ 4,208,767

  Comprehensive income
    Net loss                             --            --            --      (384,963)            --    $  (384,963)      (384,963)
    Change in unrealized
      depreciation on
      available-for-sale
      securities, net of taxes           --            --            --            --        (13,624)       (13,624)       (13,624)
                                                                                                        -----------    -----------

           Total comprehensive loss                                                                     $  (398,587)            --
                                                                                                        ===========

      Costs of stock issuance                                    (9,000)                                                    (9,000)
                                    -------    ----------   -----------   -----------    -----------                   -----------

    Balance, June 30, 2004          277,725    $    2,777   $ 2,457,428   $ 1,378,082    $   (37,107)                  $ 3,801,180
                                    =======    ==========   ===========   ===========    ===========                   ===========

    Balance, January 1, 2005        277,725    $    2,777   $ 2,457,428   $   731,477    $   (28,187)            --    $ 3,163,495

      Comprehensive income

        Net loss                                                             (243,056)                     (243,056)      (243,056)
        Change in unrealized
          depreciation on
          available-for-sale
          securities, net of
          taxes                                                                          $    (1,670)   $    (1,670)        (1,670)
                                                                                                        -----------
           Total comprehensive loss                                                                     $  (244,726)
                                     -------   ----------   ----------     ----------    ----------     ===========    -----------

    Balance, June 30, 2005           277,725   $    2,777   $2,457,428     $  488,421    $  (29,857)                   $ 2,918,769
                                     =======   ==========   ==========     ==========    ==========                    ===========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       7
<PAGE>

                          COMMUNITY FIRST BANCORP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       COMMUNITY FIRST BANCORP, INC.

         In March 2003,  Community  First  Bancorp,  Inc.  (the  "Company")  was
         incorporated  to facilitate the conversion of Community First Bank (the
         "Bank")  from a  mutual  savings  bank to a  stock  savings  bank  (the
         "Conversion").  In connection with the Conversion,  the Company offered
         its common  stock to the  depositors  and  borrowers  of the Bank as of
         specified  dates.  The Conversion was  consummated on June 26, 2003, at
         which time the  Company  became the  holding  company  for the Bank and
         issued shares of its stock to the general public.

         The  Company  filed  a Form  SB-2  with  the  Securities  and  Exchange
         Commission  ("SEC") on April 1, 2003,  which as amended,  was  declared
         effective by the SEC on May 14, 2003. The Bank filed a Form AC with the
         Office of Thrift  Supervision  (the  "OTS") on April 2, 2003,  which as
         amended,   along  with  related  offering  and  proxy  materials,   was
         conditionally  approved by the OTS on May 14,  2003.  The Company  also
         filed an Application  H-(e)1-S with the OTS on April 2, 2003, which was
         conditionally  approved by the OTS on May 14, 2003.  The members of the
         Bank approved the Plan of Conversion at a special  meeting held on June
         23, 2003, and the subscription offering closed on June 17, 2003.

         On June 26, 2003, the Company  became the holding  company for the Bank
         upon  the   consummation   of  the   Conversion.   The  Conversion  was
         accomplished  through  the sale and  issuance by the Company of 277,725
         shares of common stock at $10 per share.  Net proceeds from the sale of
         common stock were $2,460,205. Costs associated with the Conversion were
         deducted  from  the  proceeds  from the sale of the  common  stock  and
         totaled $317,045.

2.       BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
         were  prepared  in  accordance  with  instructions  for Form 10-QSB and
         therefore,  do not include  all  disclosures  necessary  for a complete
         presentation of the balance sheets, statements of operations, statement
         of cash  flows and  statement  of changes  in  stockholders'  equity in
         conformity with accounting  principles generally accepted in the United
         States of  America.  However,  all  adjustments  (all of which are of a
         normal  recurring  nature),  which are, in the  opinion of  management,
         necessary for the fair presentation of the interim financial statements
         have been  included.  The condensed  consolidated  balance sheet of the
         Company as of  December  31,  2004 has been  derived  from the  audited
         condensed  consolidated  balance  sheet of the Company as of that date.
         Certain  information  and note  disclosures  normally  included  in the
         Company's  annual  financial  statements  prepared in  accordance  with
         accounting  principles  generally  accepted  in the  United  States  of
         America have been condensed or omitted.  These  condensed  consolidated
         financial   statements   should  be  read  in   conjunction   with  the
         consolidated  financial  statements  and notes thereto  included in the
         Company's  Form 10-KSB annual report for 2004 filed with the Securities
         and  Exchange  Commission.   The  results  of  operations  for  periods

                                       8
<PAGE>

         presented  are not  necessarily  indicative of the results which may be
         expected for the entire year.

         The unaudited condensed  consolidated  financial statements include the
         accounts of the Company  and the Bank for the  periods  presented.  All
         material intercompany balances and transactions have been eliminated in
         consolidation.


3.       STOCK-BASED EMPLOYEE COMPENSATION PLAN

         At June 30, 2005, the Company has a stock-based  employee  compensation
         plan,  which is  described  more  fully in the  notes to the  Company's
         December  31,  2004  audited  financial  statements  contained  in  the
         Company's  Annual Report on Form 10-KSB.  The Company accounts for this
         plan under the recognition  and  measurement  principles of APB Opinion
         No.  25,  Accounting  for  Stock  Issued  to  Employees,   and  related
         Interpretations. No stock-based employee compensation cost is reflected
         in net income,  as all options  granted under this plan had an exercise
         price equal to the market value of the  underlying  common stock on the
         grant date. The following  table  illustrates  the effect on net income
         and  earnings  per share if the  Company  had  applied  the fair  value
         provisions  of FASB  Statement  No.  123,  Accounting  for  Stock-Based
         Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                   For the six month     For the three month
                                                                 period ended June 30,  period ended June 30,
                                                                         2005                    2005
                                                                --------------------------------------------
<S>                                                                    <C>                    <C>
           Net loss, as reported                                       $ (243,056)            $ (124,598)


           Less total stock-based employee
              compensation cost determined under the
              fair value based method, net of income taxes                  6,478                  3,239
                                                                       ----------             ----------

           Pro forma net loss                                          $ (249,534)            $ (127,837)
                                                                       ===========            ===========

           Earnings per share:
               Basic - as reported                                     $   (0.88)             $    (0.45)
                                                                       ==========             ===========
               Basic - pro forma                                       $   (0.90)             $    (0.46)
                                                                       ==========             ===========
               Diluted - as reported                                   $   (0.88)             $    (0.45)
                                                                       ==========             ===========
               Diluted - pro forma                                     $   (0.90)             $    (0.46)
                                                                       ==========             ===========
</TABLE>

        Restricted Stock Plan

        The  Company  has a  Restricted  Stock Plan,  covering  8,331  shares of
        common stock,  whose  purpose is  to  reward and to retain  personnel of
        experience  and ability in key  positions  of  responsibility  with  the
        Bank and any  subsidiaries  with an increased  equity  interest  in  the
        Company   as   compensation  for  their  prior  and  anticipated  future
        professional   contributions   and   service   to   the   Bank  and  any
        subsidiaries. Shares awarded under the plan entitle  the  shareholder to
        all rights of common stock ownership except that the  shares  may not be
        sold, transferred,  pledged, exchanged, or otherwise disposed  of  until
        the  shares are earned and  non-forfeitable.  The shares  awarded  under
        the Restricted

                                        9
<PAGE>

        Stock  Plan  shall  be  earned  and   non-forfeitable   at the  rate  of
        one-fifth  per year over five  years from the  grant  date.  During  May
        2005 the Company  granted  5,197 shares with  a  restriction  period  of
        five  years at  a market  price of  $11.50.  No  deferred  compensation
        liability or expense  has  been  recorded as of and for the period ended
        June 30, 2005  relating  to  these shares of restricted  stock,  but the
        anticipated amount to  be  recorded during the remaining part of 2005 is
        approximately $6,300.


4.      OTHER COMPREHENSIVE LOSS

        Other comprehensive loss components and related taxes were as follows:

                                        For the six For the six
                                       month period month period
                                      ended June 30, ended June 30,

                                              2005        2004
                                            --------    --------

        Unrealized loss on available-
           for-sale securities before
           tax effect                       $  2,531    $ 20,643
        Tax benefit                             (861)     (7,019)
                                            --------    --------
                 Other comprehensive loss   $  1,670    $ 13,624
                                            ========    ========

  5.    EARNINGS PER SHARE

        Earnings per share has been  determined in  accordance  with  Statements
        of  Financial  Accounting   Standards  No. 128,  "Earnings  per  Share."
        Earnings per common share were  computed  by  dividing net income by the
        number of shares of common  stock  issued  in the Bank's  conversion  to
        stock  form as if such  shares  had  been  outstanding  for  the  entire
        period.   Securities  authorized  in  connection  with   the   Company's
        stock-based  compensation plans  could  dilute earnings per share in the
        future, but were not included in  the  current period's because of their
        anti-dilutive  effect, so basic  and  diluted earnings per share are the
        same.

        The following data show the amounts used in computing earnings per share
        (EPS).

                                                       2005            2004
                                                    ---------       ---------
              Six Months ended June 30,
                Net loss                            $(243,056)      $(384,963)
                Weighted average number of
                  common shares                       277,725         277,725
                                                    ---------       ---------
                       Basic and dilutive
                          loss per share            $   (0.88)      $   (1.39)
                                                    =========       =========


                                                       2005            2004
                                                    ---------       ---------
              Three Months ended June 30,
                Net loss                            $(124,598)      $(122,447)
                Weighted average number of
                  common shares                       277,725         277,725
                                                    ---------       ---------
                       Basic and dilutive
                          loss per share            $   (0.45)      $   (0.44)
                                                    =========       =========

                                       10

<PAGE>

     6. REGULATORY CAPITAL

         The Bank's actual capital and its statutory required capital levels are
as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                June 30, 2005
                             ---------------------------------------------------------------------------------
                                                                                            To be Well
                                                                                         Capitalized Under
                                                               For Capital               Prompt Corrective
                                                             Adequacy Purposes           Action Provisions
                             -------------------------   -------------------------  --------------------------
                                       Actual                     Required                   Required
                             -------------------------   -------------------------  --------------------------
                                Amount           %          Amount       %            Amount         %
                             -------------------------   -------------------------  --------------------------
<S>                          <C>              <C>        <C>          <C>           <C>           <C>
Tier 1 core capital            $3,635           5.33%      $2,729       4.00%         $3,412        5.00%
Tangible equity capital         3,635           5.33%       1,024       1.50%            n/a          n/a
Total Risk based capital        4,005          10.23%       3,132       8.00%          3,915       10.00%
Tier 1 Risk based capital       3,635           9.29%         n/a         n/a          4,094        6.00%
</TABLE>


<TABLE>
<CAPTION>
                                                             December 31, 2004
                             ---------------------------------------------------------------------------------
                                                                                            To be Well
                                                                                         Capitalized Under
                                                               For Capital               Prompt Corrective
                                                             Adequacy Purposes           Action Provisions
                             -------------------------   -------------------------  --------------------------
                                       Actual                     Required                   Required
                             -------------------------   -------------------------  --------------------------
                                Amount           %          Amount       %            Amount         %
                             -------------------------   -------------------------  --------------------------
<S>                          <C>              <C>        <C>          <C>           <C>           <C>

Tier 1 core capital             $3,842          6.05%       $2,542      4.00%          $3,177       5.00%
Tangible equity capital          3,842          6.05%          953      1.50%             953       1.50%
Total Risk based capital         4,161         11.78%        2,826      8.00%           3,533      10.00%
Tier 1 Risk based capital        3,842         10.88%        1,413      4.00%           2,120       6.00%

</TABLE>

                                       11

<PAGE>

ITEM 2.

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

GENERAL

The following discussion and analysis is intended to assist in understanding the
financial condition and results of operations of the Company.

FORWARD-LOOKING STATEMENTS

When used in this  discussion  and  elsewhere in this  Quarterly  Report on Form
10-QSB,  the words or phrases  "will likely  result,"  "are  expected  to," will
continue," "is anticipated,"  "estimate,"  "project," or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities  Litigation Reform Act of 1995. The Bank cautions readers not
to place undue reliance on any such forward-looking statements, which speak only
as of the date  made,  and  advises  readers  that  various  factors,  including
regional  and  national  economic  conditions,  substantial  changes in level of
market  interest  rates,  credit  and  other  risks of  lending  and  investment
activities,  and competitive  and regulatory  factors could affect the Company's
financial  performance  and could  cause the Bank's  actual  results  for future
periods to differ  materially from those  anticipated or projected.  The Company
does not  undertake  and  specifically  disclaims  any  obligation to update any
forward-looking statements to reflect occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Allowance  for Loan  Losses.  The  Company's  condensed  consolidated  financial
statements  are prepared in  accordance  with  accounting  principles  generally
accepted in the United States and follow general  practices within the financial
services  industry.  The most significant  accounting  policies  followed by the
Company are presented in Note 1 to the consolidated  financial statements in the
Company's  Annual Report on Form 10-KSB filed with the  Securities  and Exchange
Commission.  These policies,  along with the disclosures  presented in the other
financial  statement notes and in this financial review,  provide information on
how significant  assets and  liabilities are valued in the financial  statements
and how those values are determined.  Based on the valuation techniques used and
the sensitivity of financial statement amounts to the methods,  assumptions, and
estimates underlying those amounts,  management has identified the determination
of the  allowance  for loan losses to be the  accounting  area that requires the
most  subjective  or complex  judgments,  and as such  could be most  subject to
revision as new information becomes available.

The  allowance  for loan  losses  represents  management's  estimate of probable
credit  losses  inherent in the loan  portfolio.  Determining  the amount of the
allowance for loan losses is considered a critical  accounting  estimate because
it requires  significant judgment and the use of estimates related to the amount
and timing of expected future cash flows on impaired loans,  estimated losses on
loans based on historical loss experience, and consideration of current economic
trends and conditions, all of which may be susceptible to significant change.

                                       12

<PAGE>

The loan  portfolio  also  represents  the largest  asset type on the  condensed
consolidated  balance sheet. Note 1 to the consolidated  financial statements in
the  Company's  Annual  Report on Form  10-KSB  filed  with the  Securities  and
Exchange  Commission  describes the methodology  used to determine the allowance
for loan losses,  and a discussion of the factors  driving changes in the amount
of the allowance for loan losses is included under Asset Quality below.

Loans that  exhibit  probable  or  observed  credit  weaknesses  are  subject to
individual review. Where appropriate, reserves are allocated to individual loans
based on management's estimate of the borrower's ability to repay the loan given
the  availability  of  collateral,  other sources of cash flow and legal options
available to the Company.  Included in the review of individual  loans are those
that are  impaired as provided in SFAS No. 114,  "Accounting  by  Creditors  for
Impairment  of a  Loan."  The  Company  evaluates  the  collectibility  of  both
principal and interest when assessing the need for a loss accrual. Historical or
industry  loss  rates  are  applied  to  other  loans  not  subject  to  reserve
allocations.  These  historical  or  industry  loss  rates may be  adjusted  for
significant  factors that, in management's  judgment,  reflect the impact of any
current  conditions on loss recognition.  Factors which management  considers in
the analysis include the effects of the national and local economies,  trends in
the  nature  and  volume of loans  (delinquencies,  charge-offs  and  nonaccrual
loans),  changes  in  mix,  asset  quality  trends,  risk  management  and  loan
administration,  changes in internal lending policies and credit standards,  and
examination  results  from bank  regulatory  agencies  and our  internal  credit
examiners.

An unallocated  reserve is maintained to recognize the imprecision in estimating
and measuring loss when  evaluating  reserves for  individual  loans or pools of
loans.  Reserves on individual  loans and  historical or industry loss rates are
reviewed  quarterly and adjusted as necessary based on changing  borrower and/or
collateral conditions and actual collection and charge-off experience.

The Company has not substantively  changed any aspect of its overall approach in
the determination of the allowance for loan losses.  There have been no material
changes in  assumptions  or  estimation  techniques as compared to prior periods
that impacted the determination of the current period allowance.

Based on the procedures  discussed above,  management is of the opinion that the
reserve of $369,850 was adequate, but not excessive,  to absorb estimated credit
losses associated with the loan portfolio at June 30, 2005.

Deferred  Income Taxes.  We have recorded a net deferred tax asset of $15,400 as
of June 30,  2005,  relating  to the  unrealized  losses on AFS  securities.  We
evaluate this asset on a quarterly basis. We have recorded a valuation allowance
on our remaining  deferred tax asset,  as we can not  determine  that it is more
likely  than  not that it will be  utilized.  At June 30,  2005,  the  valuation
allowance is $501,200.

COMPARISON  OF THE  RESULTS OF  OPERATIONS  FOR THE THREE AND SIX MONTH  PERIODS
ENDED JUNE 30, 2005 AND 2004

Net  Income/Loss.  Net  loss  for the  three  months  ended  June  30,  2005 was
$(124,600) ($(0.45) per share) compared to a net loss of $(122,000) ($(0.44) per
share) for the three  months  ended June 30,  2004.  Net loss for the six months
ended June 30, 2005 was $(243,000) ($(0.88) per share) compared to a net loss of
$(385,000)  ($(1.39)  per  share) for the six months  ended June 30,

                                       13

<PAGE>

2004. The Company's  results of operations  for the 2004 periods  benefited from
the recognition of certain tax benefits, which were not utilized in 2005 because
of the  valuation  allowance we  established  for our deferred tax assets.  Loss
before income taxes  improved to $(125,000)  for the quarter ended June 30, 2005
from  $(186,000)  for the quarter ended June 30, 2004 and improved to $(243,000)
for the six months ended June 30, 2005 from  $(583,000) for the six months ended
June 30, 2004. The  improvement in loss before income taxes for the 2005 periods
reflected  increases in net interest income and non-interest  income and a lower
provision  for loan losses,  which offset an increase in other  expenses for the
quarter.  The Company's  results of operations for the six months ended June 30,
2005 also benefited from a decrease in other expense.  Net Interest Income.  Net
interest  income  increased  $61,100 or 16.3% to $435,300  for the three  months
ended June 30, 2005  compared to $374,200  for the three  months  ended June 30,
2004. Year-to-date net interest income was $871,100 compared to $728,400 for the
six months ended June 30, 2004,  an increase of $142,700 or 19.6%.  The increase
in net  interest  income  during the 2005 periods was  attributable  to a higher
volume of loans.  Interest  income for the three and six  months  ended June 30,
2005 was $850,400 and $1.64 million,  respectively,  an increase of $214,300 and
$432,500 over the prior year. The increase in interest  income reflects a higher
volume of interest-earning  assets and a shift in  interest-earning  assets into
higher-yielding  loans.  For the six  months  ended  June 30,  2005,  net  loans
averaged  $55.3 million as compared to $38.3 million for the first six months of
fiscal year 2004,  an increase of $17.0 million or 44.4%.  The increased  income
from loans helped offset  increases in interest expense of $153,100 or 58.4% and
$289,700  or  60.4%  for  the  three  and  six  months   ended  June  30,  2005,
respectively.  The increases in interest expense reflect both a higher volume of
deposits  and  increases  in  short-term  rates  as the  result  of the  Federal
Reserve's nine increases in the targeted  Federal Funds rate over the past year.
Interest  expense  has also  increased  due to the  Bank's  greater  use of FHLB
borrowings to fund loan growth, as well as the Company's use of a revolving line
of credit with The  Banker's  Bank to provide  additional  capital for the Bank.
Reflecting the recent  increases in short-term  interest  rates,  which have not
been  accompanied by increased  long-term rates, the Bank's interest rate spread
decreased to 2.57% for the six months ended June 30, 2005  compared to 3.28% for
the six months ended June 30, 2004. Net interest  margin  decreased to 2.80% for
the 2005 period compared to 3.61% for the 2004 period.

Provision for Loan Losses. The provision for loan losses was $22,500 and $61,500
for the three and six months  ended June 30,  2005,  respectively,  compared  to
$30,000  and  $69,000  for the  three  and  six  months  ended  June  30,  2004,
respectively.  The Bank  makes  provisions  for loan  losses in  amounts  deemed
necessary to maintain the adequacy of the allowance for loan losses. At June 30,
2005,  the Bank's  allowance  for loan losses was $369,900 or 0.62% of the gross
loan portfolio.

Noninterest  Income.  Noninterest  income was $96,600 and $177,900 for the three
and six months  ended  June 30,  2005,  respectively,  compared  to $61,800  and
$123,300  for the three and six months ended June 30,  2004,  respectively.  The
increase  for  the  most  recent  periods  is  due  primarily  to  increases  in
deposit-related  fees  including  non-sufficient  funds fees and overdraft  fees
which management attributes to a larger deposit base and management's efforts to
enhance this type of fee income,  which is generally less volatile than loan fee
income.

                                       14

<PAGE>

Noninterest Expense. Noninterest expense was $634,000 and $591,500 for the three
months ended June 30, 2005 and 2004, respectively, and $1,230,600 and $1,365,900
for the six months ended June 30, 2005 and 2004,  respectively.  The decrease in
noninterest  expense  for the  six-month  period  of  $135,300  or 9.9%  was due
primarily  to the  absence of the data  processor  conversion  related  expenses
incurred  during  2004.  During the six months  ended  June 30,  2004,  expenses
related to the conversion of the data processor  totaled $110,800 compared to no
such expenses during the current year. The increases in noninterest  expense for
the  three-month  period  of  $42,500  or 7.2%  were due to a  variety  of other
factors.

Computer and data  processing  expense  increased by $27,700 or 92.6% to $57,600
for the three  months  ended June 30,  2005  compared  to $29,900  for the three
months ended June 30, 2004 and decreased by $500 or 0.5% to $109,000 for the six
months  ended June 30, 2005 and  compared to $109,500  for the six months  ended
June 30, 2004.

Compensation  and benefits  expense  increased by $2,400 or 0.9% to $266,700 for
the three months  ended June 30, 2005  compared to $264,300 for the three months
ended June 30,  2004 and  decreased  by $5,000 or 1.0% to  $514,300  for the six
months  ended June 30, 2005  compared to $519,300  for the six months ended June
30, 2004.  The FASB No. 91  accounting  entry for the three and six months ended
June 30, 2005 resulted in a deferred  salaries expense  reduction of $22,500 and
$43,100,  respectively.  No such entry was made  during the three and six months
ended June 30, 2004 as the Company implemented this accounting standard in 2005.

Employee  education  expense  decreased  by $8,000  or 70.2% to  $3,400  for the
quarter  and by  $22,100,  or 79.8% to $5,600 for the year to date as  extensive
employee training for the data processor  conversion was not incurred during the
quarter and six months  ended June 30, 2005 as it was during the quarter and six
months ended June 30, 2004.

Salaries  for  officers  increased by $24,400 or 24.7% to $123,000 for the three
months ended June 30, 2005 and increased by $34,200 or 16.8% to $237,400 for the
six months  ended June 30, 2005  compared to $98,600 and  $203,200 for the three
and six  months  ended  June  30,  2004  due to the  addition  of four  new loan
officers,  two of who  also  serve as  branch  managers  for our two  locations.
Salaries  for other  employees  decreased  by $1,500 or 1.5% to $99,400  for the
three months  ended June 30, 2004 and  increased by $18,800 or 10.7% to $195,300
for the six months ended June 30, 2005 compared to $100,900 and $176,500 for the
three  and six  months  ended  June  30,  2004  due to the  addition  of six new
employees hired to staff the new main office.  Compensation and benefits expense
experienced  a  reduction  for the six months  ended  June 30,  2005 in spite of
increases in salaries for officers and other  employees.  This can be attributed
primarily to FASB No. 91 Accounting for Nonrefundable  Fees and Costs Associated
with Originating or Acquiring Loans and Initial Direct Costs of Leases. The FASB
No. 91  accounting  entries for the six months ended June 30, 2005 resulted in a
deferred salaries expense reduction of $43,100. No such entries were made during
the six months ended June 30, 2004.  Additionally,  employee  education  expense
decreased by $22,200 or 79.9% to $5,600 as extensive  employee  training for the
data processor  conversion was not incurred during the six months ended June 30,
2005 as it was during the six months  ended June 30, 2004.  Further,  retirement
fund expense decreased by $7,900 or 22.3% to $27,600 during the six months ended
June 30, 2005.

                                       15

<PAGE>

Advertising  expenses decreased $16,100 or 38.8% to $25,400 for the three months
ended June 30,  2004 and  decreased  $26,800,  or 31.3% to  $58,800  for the six
months ended June 30, 2005 compared to $41,500 and $85,600 for the three and six
months ended June 30, 2004.  The reduction was due primarily to no longer having
the need to market the new main office and the  activities  associated  with its
grand  opening on March 5, 2004,  as well as  marketing  efforts to explain  our
computer conversion and its effects to our customers.

Office supplies and postage  expenses  decreased  $5,400 or 16.6% to $27,200 for
the three months ended June 30, 2005 and decreased $20,100,  or 25.3% to $59,500
for the six months  ended June 30, 2005  compared to $32,600 and $79,600 for the
three and six months ended June 30, 2004. The reduction was due primarily to not
having the startup expenses associated with opening the new location experienced
during the 2004 periods.

Professional fees decreased $3,500 or 9.9% to $31,700 for the three months ended
June 30,  2005 and  decreased  $27,100,  or 34.8% to $50,700  for the six months
ended June 30, 2005 compared to $35,200 and $77,800 for the three and six months
ended  June  30,  2004.  Monthly  accruals  are now  being  used for  audit  and
accounting  expenses to more evenly  distribute these costs throughout the year,
rather than expensing as incurred.

Income Tax Expense.  The Company  provides for both the current and deferred tax
effects of the transactions reported in its financial statements and established
deferred tax assets and  liabilities for the temporary  differences  between the
financial  reporting  and tax bases of its assets and  liabilities.  The Company
establishes  valuation  allowances  for its net deferred tax assets unless it is
more likely than not that these net deferred tax assets will be realized.  Based
on its current earnings,  its future projected earnings,  and other factors, the
Company  determined  in 2004 that it was  appropriate  to  establish a valuation
allowance  of  $418,500  for its net  deferred  tax  assets.  The balance of the
valuation allowance at June 30, 2005 is $501,200. The increases in the valuation
allowance  for the six months ended June 30, 2005 of $82,700  relates to the net
losses incurred in 2005.

COMPARISON OF BALANCE SHEETS AT JUNE 30, 2005 AND DECEMBER 31, 2004

         The Company's  total assets as of June 30, 2005 were $68.2 million,  an
increase  of $4.7  million  or 7.4%  from  December  31,  2004's  level of $63.5
million.  The increase was due primarily to growth in the loan  portfolio,  more
specifically  an increase  in  one-to-four  family  first  mortgage  loans which
increased  $4.4  million,  or 11.2%.  Net  loans  receivable  increased  by $7.0
million, or 13.5%, which reflected our continued  marketing efforts.  Commercial
loans  increased  $1.36  million  or 19.5%  and  increased  to 14.2% of the loan
portfolio  at June 30,  2005 from 10.2% at  December  31,  2004.  The  Company's
investment  securities  decreased by $21,500,  or 0.9%, to $2.28 million at June
30,  2005  from  $2.30  million  at  December  31,  2004  due to  maturities  of
securities.  Premises and equipment decreased $104,600,  or 4.2%, due to current
year  depreciation.  The Company's cash and cash equivalents as of June 30, 2005
were $3.6 million,  a decrease of $2.2 million from December 31, 2004's level of
$5.8 million.  This decrease is due primarily to the maturity of $2.0 million in
Federal Home Loan Bank certificates of deposit that served as pledged collateral
for  deposits  of  property  tax  receipts  by  the  Hopkins  County   Sheriff's
Department.  The  certificates of deposits were allowed to mature due to a lower
level of such deposits at June 30, 2005.

                                       16

<PAGE>

         Liabilities  increased by $4.9  million,  or 8.2%, to $65.3 million due
primarily  to a $6.3  million,  or  13.6%,  increase  in  deposits  as the  Bank
continued  to attract  deposits  locally at  favorable  rates.  The  increase in
deposits came  primarily  from checking  accounts and  certificates  of deposit.
Federal Home Loan Bank advances decreased $1.5 million or 11.5% to $11.5 million
at June 30, 2005 from $13.0  million at  December  31,  2004.  The Bank has used
proceeds  from the  increase  in  deposits  to help pay down the  advances.  The
Company has a $750,000 revolving line of credit,  which expires on September 10,
2005.  At June 30, 2005,  $750,000 was advanced  against this line.  The line is
collateralized  by all of the  Company's  stock  in the  Bank.  Interest  varies
monthly  and is based on the  prime  rate,  which  was  6.25% on June 30,  2005.
Interest is payable monthly and principal is due at maturity.

         Stockholders'  equity  decreased  to $2.9 million at June 30, 2005 from
$3.2  million at  December  31,  2004.  The  decrease  in  stockholders'  equity
principally reflects $243,100 in losses during the period.

ASSET QUALITY

The following table sets forth  information  regarding the Bank's  nonperforming
assets at the dates indicated.

                                                       June 30,   December 31,
                                                         2005          2004
                                                       --------     ---------

    Non-accrual loans                                  $ 87,300     $131,000
    Accruing loans past due 90 days or more                   0      165,000
                                                       --------     --------
      Total non-performing loans                         87,300      296,000
    Foreclosed assets                                    25,000            0
                                                       --------     --------
      Total non-performing assets                      $112,300     $296,000
                                                       ========     ========

Non-accrual loans at June 30, 2005 consisted of 3 loans.  There were no accruing
loans past due 90 days or more at June 30, 2005.

At June 30, 2005,  there were no loans  outstanding  not  reflected in the above
table as to which known  information about possible credit problems of borrowers
caused  management to have serious doubts as to the ability of such borrowers to
comply with present loan repayment terms.

An analysis of the changes in the allowance for loan losses is as follows:

                                                  Six Months Ended
                                                       June 30,
                                          ----------------------------------
                                             2005                    2004
                                          ---------               ---------

Balance, beginning of period              $ 319,937               $ 180,955
Loans charged off                           (16,192)                 (3,819)
Loan recoveries                               4,605                     517
                                          ---------               ---------
     Net charge-offs                        (11,587)                 (3,302)

Provision for loan losses                    61,500                  69,000
                                          ---------               ---------

Balance, end of period                    $ 369,850               $ 246,653
                                          =========               =========

The increase in net charge-offs  during the 2005 period reflects  write-downs in
connection with a foreclosure and charge-offs of consumer loans.

                                       17

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company  currently  has no  operating  business  and does not have  material
ongoing  funding  needs  other than debt  service on its line of credit.  In the
future,  the Company may require  funds for dividends and tax payments for which
it will rely on dividends  and other  distributions  from the Bank.  The Bank is
subject to various regulatory restrictions on the payment of dividends.

The Bank's  sources of funds for lending  activities and operations are deposits
from its primary market area,  advances from the FHLB of  Cincinnati,  principal
and  interest  payments on loans,  interest  received on other  investments  and
proceeds from maturing investment securities.  Its principal funding commitments
are for the  origination  of  loans,  the  payment  of  maturing  deposits,  and
principal  and  interest  payments  on  advances  from the  FHLB.  Deposits  are
considered  a  primary  source  of  funds  supporting  the  Bank's  lending  and
investment activities.

Cash and cash equivalents (cash, due from banks,  interest-bearing deposits with
banks,  and federal  funds  sold),  as of June 30,  2005,  totaled  $3.6 million
compared  to $5.8  million at  December  31,  2004.  The Bank's  cash flows were
provided mainly by financing activities, including $6.3 million from net deposit
increases.  Operating  activities  used $81,400 in cash for the six months ended
June 30, 2005  compared to $478,400  used in cash for the six months  ended June
30, 2004. The Bank used cash flows of $7.0 million for its investing  activities
primarily to fund an increase in gross loans of $7.0 million.

At June 30,  2005,  the Bank had  outstanding  commitments  to  originate  loans
totaling $2.3 million,  excluding $575,400 in unused home equity lines of credit
and $26,000 in other  lines of credit.  Additionally,  the Bank had  undisbursed
commitments  on  construction  loans closed  totaling $1.1  million.  Management
believes  that the  Bank's  sources of funds are  sufficient  to fund all of its
outstanding commitments.  Certificates of deposit, which are scheduled to mature
in one year or less  from  June 30,  2005,  totaled  $25.1  million.  Management
believes  that a  significant  percentage  of such deposits will remain with the
Bank.

The Company has a $750,000  revolving  line of credit with The Banker's  Bank of
Tennessee  to  provide  additional  capital  for the  bank.  The line of  credit
provides  for an interest  rate which  adjusts  monthly at the prime rate and is
secured by the  Company's  stock in the Bank.  Interest  is payable  monthly and
principal is due at maturity.  As of June 30, 2005,  the $750,000 line of credit
was fully drawn.  The current  interest rate on this line is 6.25%.  The line of
credit matures on September 10, 2005. The Company currently  anticipates that it
will be able to renew the line of credit at that time.

As  a  federal  savings  bank,  the  Bank  is  subject  to  regulatory   capital
requirements  of  Office  of  Thrift  Supervision  ("OTS").  In order to be well
capitalized  under OTS  regulations,  the Bank must maintain a leverage ratio of
Tier I Capital  to  average  assets of at least 6% and ratios of Tier I Core and
Total  Risk-based  Capital  to  risk-weighted  assets  of at  least  5% and  10%
respectively.  At June 30, 2005,  the Bank  satisfied  the capital  requirements
under  OTS  regulations  with  leverage  ratio  of 5.33%  and  Tier 1 and  Total
Risk-Based Capital ratios of 9.29% and 10.23%, respectively.  The Bank's capital
ratios have  declined in recent  periods due to a  combination  of strong  asset
growth and recent losses.  It is  management's  intention to maintain the

                                       18

<PAGE>

Bank's status as  well-capitalized  while continuing to grow assets. In order to
do so, the Company may be required to raise additional capital.

ITEM 3.  CONTROLS AND PROCEDURES

The Company's  management  evaluated,  with the  participation  of the Company's
Chief Executive  Officer and Chief Financial  Officer,  the effectiveness of the
Company's  disclosure  controls  and  procedures,  as of the  end of the  period
covered by this report.  Based on that evaluation,  the Chief Executive  Officer
and Chief Financial Officer concluded that, except as noted below, the Company's
disclosure  controls and  procedures  are  effective to ensure that  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  Securities  and  Exchange
Commission's rules and forms.

In connection  with their audit of our financial  statements  for the year ended
December 31, 2004, our independent  registered public accounting firm, BKD, LLP,
identified certain material weaknesses,  as defined in Public Company Accounting
Oversight  Board  Standard  No.  2,  in  our  internal  control  over  financial
reporting.  Specifically,  BKD LLP noted a failure  to  timely  perform  various
account reconciliations,  to adequately prepare GAAP basis financial statements,
and to segregate certain reconciliation  duties.  Management believes that these
weaknesses are primarily  attributable to human resource  limitations within our
accounting and financial  reporting function and has reallocated  reconciliation
responsibilities within the function and instituted a schedule for accomplishing
these  tasks.  In  addition,  BKD LLP noted the absence of  processes to compute
deferred loan fees and costs and calculate deferred tax assets and liabilities.

In  response,   management  has  adopted  additional  procedures  for  reviewing
financial  statement   calculations  and  disclosures,   implemented  additional
controls with respect to payroll and ATM  reconciliations,  adopted  systems for
updating borrowers'  financial  information and deferral of loan fees and costs,
instituted procedures for timely reconciliation of correspondent  accounts, loan
and deposit  sub-ledgers,  prepaid and other assets and accrued  liabilities and
adopted additional controls with regard to journal entries.

Other than as described above,  there were no changes in the Company's  internal
control over financial  reporting that occurred during the Company's last fiscal
quarter that have materially  affected,  or are reasonably  likely to materially
affect, the Company's internal control over financial reporting.

                                       19

<PAGE>



Part II
                                OTHER INFORMATION

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

On May 19, 2005,  the Company held its annual meeting of  stockholders  at which
the following items were voted on.

(1)      Election of Directors

                 Nominee                          For              Withheld
------------------------------------------   --------------     --------------
Michael D. Wortham                              223,490            36,553
Ralph T. Teague                                 223,415            36,628
Charles G. Ramsey                               223,465            36,578

There were no abstentions or broker non-votes in the election of Directors.


(2)      2005 Restricted Stock Plan
                                                                        Broker
         For                        Against          Abstain           Non-Vote
         ---                        -------          -------           --------
       124,583                       76,705            1,000             57,755


ITEM 6.  EXHIBITS
         --------

          The following  exhibits are either being filed with or incorporated by
          reference in this quarterly report on Form 10-QSB:

         Number   Description
         ------   -----------

          3.1  Articles of Incorporation *
          3.2  Bylaws *
          4    Form of Common Stock Certificate *
          10.1 Employment Agreement with William M. Tandy *
          10.2 2004 Stock Option Plan **
          10.3 Community First Bank 2005 Restricted Stock Plan ***
          31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
          31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
          32   Section 1350 Certification

         ---------------
          *    Incorporated  by  reference  from the  Registrant's  Registration
               Statement on Form SB-2 (File No. 333-104226).
          **   Incorporated   by  reference   from   Registrant's   Registration
               Statement on Form S-8 (File No. 333-116450).
          ***  Incorporated   by  reference   from   Registrant's   Registration
               Statement on Form S-8 (File No. 333-125769).

                                       20

<PAGE>

                                   SIGNATURES

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


                                    COMMUNITY FIRST BANCORP, INC.


Date: August 15, 2005               /s/William M. Tandy
                                    --------------------------------------------
                                    William M. Tandy, President
                                    (Duly Authorized Representative)


Date: August 15, 2005               /s/Michael D. Wortham
                                    --------------------------------------------
                                    Michael D. Wortham, Vice President
                                    (Chief Financial Officer)