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 September 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 [ ]

         Indicate by check mark whether the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange  Act) Yes [ ] No  [X]

         As of September 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
<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
PART I.  FINANCIAL INFORMATION
------

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets as of September 30, 2005
                   (unaudited) and December 31, 2004                                3
         Condensed Consolidated  Statements of  Operations - (Unaudited) for the
                   three and nine months ended September 30, 2005
                   and 2004                                                         4
         Condensed Consolidated Statements of Cash Flows - (Unaudited)
                   for the nine months ended September 30, 2005 and 2004            5
         Condensed Consolidated Statements of Changes in Stockholders'
                   Equity - (Unaudited) for the nine months ended
                   September 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                                                   19

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


Item 6.  Exhibits                                                                  21

Signatures                                                                         22
</TABLE>

<PAGE>

                          COMMUNITY FIRST BANCORP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          September 30,  December 31,
                                                              2005           2004
                                                         --------------  -------------
                                                            (Unaudited)
<S>                                                    <C>             <C>
                                 Assets
Cash and cash equivalents:
    Cash and due from banks                              $    544,171    $    614,155
    Interest-bearing demand deposits                        1,891,158       2,179,041
    Interest-bearing time deposits                                 --       3,000,000
                                                         ------------    ------------
        Total cash and cash equivalents                     2,435,329       5,793,196

Securities, held-to-maturity (market values of
   $73,310 and $95,025 at September 30, 2005
   and December 31, 2004, respectively)                        70,856          88,965
Securities, available-for-sale, at fair value               2,203,338       2,215,285
Loans, net of the allowance for loan loss of
   $378,331 and $319,937 at September 30, 2005
   and December 31, 2004, respectively                     61,820,884      51,931,555
Premises and equipment, net                                 2,338,024       2,495,324
Foreclosed real estate                                             --              --
Federal Home Loan Bank (FHLB) stock                           711,600         687,000
Interest receivable                                           281,267         227,066
Deferred income taxes                                          16,942          14,521
Other assets                                                  104,639          50,467
                                                         ------------    ------------
        Total assets                                     $ 69,982,879    $ 63,503,379
                                                         ============    ============

                  Liabilities and Stockholders' Equity
Liabilities:
    Deposits                                             $ 53,010,710    $ 46,466,036
    FHLB advances                                          12,500,000      13,000,000
    Advances under line of credit                           1,250,000         750,000
    Interest payable and other liabilities                    396,071         123,848
                                                         ------------    ------------
        Total liabilities                                  67,156,781      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 September 30, 2005 and
      December 31, 2004                                         2,777           2,777
    Additional paid-in capital                              2,457,428       2,457,428
    Retained earnings - substantially
      restricted                                              398,780         731,477
    Accumulated other comprehensive income
      (loss)                                                  (32,887)        (28,187)
                                                         ------------    ------------
        Total stockholders' equity                          2,826,098       3,163,495
                                                         ------------    ------------
        Total liabilities and stockholders' equity
                                                         $ 69,982,879    $ 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 nine months ended September 30, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                      Three Months Ended          Nine Months Ended
                                        September 30,               September 30,
                                --------------------------    --------------------------
                                    2005           2004           2005           2004
                                -----------    -----------    -----------    -----------
<S>                            <C>            <C>            <C>            <C>
Interest and dividend income:
  Loans                         $   882,577    $   674,778    $ 2,460,955    $ 1,840,084
  Investment securities              18,973         14,165         64,682         64,545
  Dividends on FHLB Stock             8,638          6,624         25,405         19,744
                                -----------    -----------    -----------    -----------
      Total interest and
        dividend income             910,188        695,567      2,551,042      1,924,373
                                -----------    -----------    -----------    -----------

Interest expense:
  Deposits                          356,310        241,193        969,485        688,963
  FHLB advances                     105,237         36,907        250,587         69,157
  Other borrowings                   12,442             --         33,832             --
                                -----------    -----------    -----------    -----------
      Total interest expense        473,989        278,100      1,253,904        758,120
                                -----------    -----------    -----------    -----------

      Net interest income           436,199        417,467      1,297,138      1,166,253

  Provision for loan losses           8,000         32,500         69,500        101,500
                                -----------    -----------    -----------    -----------
      Net interest income
        after provision for
        loan losses                 428,199        384,967      1,227,638      1,064,753
                                -----------    -----------    -----------    -----------

Noninterest income:
  Service charges and fees          101,555         60,627        272,721        155,283
  Gain (loss) on sale of
    foreclosed assets                (2,000)            --         (2,000)           404
  Foreclosed real estate
    expense, net                       (973)          (450)        (4,499)        (3,215)
  Gain (loss) on sale of
    repossessed vehicles                 --             --         (1,965)            --
  Insurance commissions and
    premiums                          1,839            665          4,600          2,890
  Other income                        2,167          1,871         11,626         10,234
                                -----------    -----------    -----------    -----------
    Total noninterest income        102,588         62,713        280,483        165,596
                                -----------    -----------    -----------    -----------

Noninterest expense:
  Compensation and benefits         254,273        295,504        768,610        814,849
  Directors fees                     10,800         10,800         32,400         32,400
  Occupancy expense                  84,787         91,266        243,825        282,285
  Insurance premiums                 10,015         10,815         21,358         28,732
  Data processing                    68,808         55,389        177,828        164,926
  Advertising                        14,590         41,424         73,352        127,023
  Office supplies and postage        30,133         32,795         89,647        112,414
  Payroll and other taxes            39,477         30,055        111,224         81,557
  Professional fees                  25,884          5,961         76,581         83,770
  Data processor conversion
    expenses                             --             --                       110,834
  Other operating expenses           81,661         61,270        245,993        162,427
                                -----------    -----------    -----------    -----------
      Total noninterest
          expense                   620,428        635,279      1,840,818      2,001,217
                                -----------    -----------    -----------    -----------
Loss before income
  taxes                             (89,641)      (187,599)      (332,697)      (770,868)
Provision (credit) for income
  taxes                                  --        (63,730)            --       (262,038)
                                -----------    -----------    -----------    -----------
Net loss                        $   (89,641)   $  (123,869)   $  (332,697)   $  (508,830)
                                ===========    ===========    ===========    ===========
Basic loss per share            $     (0.32)   $     (0.45)   $     (1.20)   $     (1.83)
                                ===========    ===========    ===========    ===========
Diluted loss per
  share                         $     (0.32)   $     (0.45)   $     (1.20)   $     (1.83)
                                ===========    ===========    ===========    ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                    September 30,
                                                             ----------------------------
                                                                 2005            2004
                                                             ------------    ------------
<S>                                                        <C>             <C>
Operating Activities:
    Net loss                                                 $   (332,697)   $   (508,830)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
        FHLB stock dividend                                       (24,600)        (20,200)
        Provision for loan losses                                  69,500         101,500
        Depreciation, amortization and accretion                  162,776         142,556
        Loss on sale of foreclosed assets                           2,000              --
        Loss on sale of repossessed vehicles                        1,965              --
        Deferred income tax benefit                                    --        (262,038)
        Change in assets and liabilities:
            Other assets                                          (81,137)        (30,996)
            Accrued interest receivable and other assets          (54,201)        (75,989)
            Accrued interest payable and other liabilities        272,223          55,442
                                                             ------------    ------------

                Net cash provided/(used) by operating
                   activities                                      15,829        (598,555)
                                                             ------------    ------------

Investing Activities:
    Net increase in loans                                      (9,958,828)    (11,749,615)
    Proceeds from maturities/calls of held-to-maturity
       securities                                                  18,109       1,323,252
    Proceeds from sale of other real estate owned                  23,000              --
    Purchase of available-for-sale securities                          --        (252,570)
    Purchases of premises and equipment                              (650)       (741,378)
                                                             ------------    ------------

                Net cash used in investing activities          (9,918,369)    (11,420,311)
                                                             ------------    ------------

Financing Activities:
    Net increase in deposits                                    6,544,673       8,177,976
    Payments on short-term borrowings                          (9,500,000)     (4,000,000)
    Proceeds from short-term borrowings                         9,500,000       8,500,000
    Net costs from issuance of common stock                            --          (9,000)
                                                             ------------    ------------

                Net cash provided by financing activities       6,544,673      12,668,976
                                                             ------------    ------------

Net (decrease) increase in cash and cash equivalents           (3,357,867)        650,110
Cash and cash equivalents, beginning of period                  5,793,196       1,109,062
                                                             ------------    ------------
Cash and cash equivalents, end of period                     $  2,435,329    $  1,759,172
                                                             ============    ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                       5

<PAGE>

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


<TABLE>
<CAPTION>



                                                                 Nine Months Ended
                                                                    September 30,
                                                             ---------------------------
                                                                 2005            2004
                                                             -----------     -----------
<S>                                                        <C>             <C>
Supplemental Disclosures:
Cash paid for interest                                       $ 1,220,072     $   758,120
                                                             ===========     ===========

Non-cash Transactions:
Federal Home Loan Bank Stock dividend received               $   (24,600)    $    20,200
                                                             ===========     ===========
Loans transferred to foreclosed real estate                  $    25,000     $    15,000
                                                             ===========     ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                       6

<PAGE>

                          COMMUNITY FIRST BANCORP, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              For the nine months ended September 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                           --          --             --    (508,830)           --       (508,830)   $   (508,830)
    Change in unrealized
      depreciation on
      available-for-sale
      securities, net of
      taxes                            --          --             --          --         2,089          2,089           2,089
                                                                                                   ----------
       Total comprehensive loss                                                                    $ (506,741)
                                                                                                   ==========
  Costs of stock issuance                                     (9,000)                                                  (9,000)
                                  -------   ---------    ------------ ----------  ------------                   ------------
Balance, September 30, 2004       277,725   $   2,777    $ 2,457,428  $1,254,215  $    (21,394)                  $  3,693,026
                                  =======   =========    ===========  ==========  ============                   ============
Balance, January 1, 2005          277,725   $   2,777    $ 2,457,428   $ 731,477  $    (28,187)                  $  3,163,495
  Comprehensive income
    Net loss                           --          --             --    (332,697)           --       (332,697)       (332,697)
    Change in unrealized
      depreciation on
      available-for-sale
      securities, net of taxes         --          --             --          --        (4,700)        (4,700)         (4,700)
                                                                                                   ----------

       Total comprehensive loss                                                                    $ (337,397)
                                  -------   ---------    -----------  ----------  ------------     ==========    ------------
Balance, September 30, 2005       277,725   $   2,777    $ 2,457,428  $  398,780  $    (32,887)                  $  2,826,098
                                  =======   =========    ===========  ==========  ============                   ============
</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  September  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.

                                               For the nine       For the three
                                               month period       month period
                                                   ended              ended
                                               September 30,       September 30,
                                                   2005                2005
                                              ---------------------------------

     Net loss, as reported                    $   (332,697)        $  (89,641)

     Less total stock-based employee
        compensation cost determined under
        the fair value based method, net of
        income taxes                                 9,718              3,239
                                              ------------         ----------

     Pro forma net loss                       $   (342,415)        $  (92,880)
                                              ============         ==========

     Earnings per share:
         Basic - as reported                  $      (1.20)        $    (0.32)
                                              ============         ==========
         Basic - pro forma                    $      (1.23)        $    (0.33)
                                              ============         ==========
         Diluted - as reported                $      (1.20)        $    (0.32)
                                              ============         ==========
         Diluted - pro forma                  $      (1.23)        $    (0.33)
                                              ============         ==========


         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  September  30, 2005
         relating  to these  shares of  restricted  stock,  but the  anticipated
         amount  to  be  recorded   during  the   remaining   part  of  2005  is
         approximately $7,500.

4.       OTHER COMPREHENSIVE LOSS

         Other comprehensive loss components and related taxes were as follows:

                                                  For the nine     For the nine
                                                  month period     month period
                                                     ended           ended
                                                  September 30,   September 30,
                                                      2005            2004
                                                      ----            ----
         Unrealized loss on available-
            for-sale securities before
            tax effect                              $ 7,121         $ 3,167
         Tax benefit                                 (2,421)         (1,078)
                                                    -------         -------
                  Other comprehensive income
                   (loss)                           $(4,700)        $ 2,089
                                                    =======         =======

  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
                                                  ---------         ---------
          Nine Months ended September 30,
            Net loss                              $(332,697)        $(508,830)
            Weighted average number of
              common shares                         277,725           277,725
                                                  ---------         ---------
                   Basic and dilutive
                      loss per share              $   (1.20)        $   (1.83)
                                                  =========         =========

                                                     2005              2004
                                                  ---------         ---------
          Three Months ended September 30,
            Net loss                              $ (89,641)        $(123,869)
            Weighted average number of
              common shares                         277,725           277,725
                                                  ---------         ---------
                   Basic and dilutive
                      loss per share              $   (0.32)        $   (0.45)
                                                  =========         =========

                                       10

<PAGE>

     6. REGULATORY CAPITAL

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

<TABLE>
<CAPTION>
                                                          September 30, 2005
                             ------------------------------------------------------------------------------
                                                                                            To be Well
                                                                                            Capitalized
                                                                                               Under
                                                                                               Prompt
                                                               For Capital                  Corrective
                                                                 Adequacy                     Action
                                                                Purposes                    Provisions
                             -------------------------   -------------------------  -----------------------
                                      Actual                      Required                   Required
                             -------------------------   -------------------------  -----------------------
                             Amount         %               Amount       %            Amount        %
                             -------------------------   -------------------------  -----------------------

<S>                          <C>           <C>              <C>         <C>           <C>          <C>
Tier 1 core capital          $4,004        5.72%            $2,801      4.00%         $3,501       5.00%
Tangible equity capital       4,004        5.72              1,050      1.50%            n/a        n/a
Total Risk based capital      4,382       10.79              3,248      8.00%          4,059      10.00%
Tier 1 Risk based capital     4,004        9.86                n/a       n/a           4,202       6.00%
</TABLE>

<TABLE>
<CAPTION>
                                                          December 31, 2004
                             ------------------------------------------------------------------------------
                                                                                            To be Well
                                                                                            Capitalized
                                                                                               Under
                                                                                               Prompt
                                                               For Capital                  Corrective
                                                                 Adequacy                     Action
                                                                Purposes                    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%             n/a        n/a
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 $378,331 was adequate, but not excessive,  to absorb estimated credit
losses associated with the loan portfolio at September 30, 2005.

Deferred  Income Taxes.  We have recorded a net deferred tax asset of $16,900 as
of September 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 September 30, 2005,  the valuation
allowance is $531,700.

COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE THREE AND NINE MONTH  PERIODS
ENDED SEPTEMBER 30, 2005 AND 2004

Net  Income/Loss.  Net loss for the three  months ended  September  30, 2005 was
$(89,600) ($(0.32) per share) compared to a net loss of $(123,900)  ($(0.45) per
share) for the three months  ended  September  30,  2004.  Net loss for the nine

                                       13

<PAGE>

months ended  September 30, 2005 was $(332,700)  ($1.20 per share) compared to a
net loss of $508,800 ($(1.83) per share) for the nine months ended September 30,
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 $(89,600)  for the quarter ended  September 30,
2005 from  $(187,600)  for the quarter ended  September 30, 2004 and improved to
$(332,700) for the nine months ended  September 30, 2005 from $(770,900) for the
nine months ended  September  30, 2004.  The  improvement  in loss before income
taxes for the 2005  periods  reflected  increases  in net  interest  income  and
non-interest  income,  a lower  provision  for loan  losses,  and a decrease  in
non-interest expense.

Net Interest Income.  Net interest income increased  $18,700 or 4.5% to $436,200
for the three months ended September 30, 2005 compared to $417,500 for the three
months ended September 30, 2004. Year-to-date net interest income was $1,297,100
compared to $1,166,300 for the nine months ended September 30, 2004, an increase
of  $130,800  or 11.2%.  The  increase in net  interest  income  during the 2005
periods was  attributable  to a higher volume of loans.  Interest income for the
three and nine months ended  September  30, 2005 was $910,200 and $2.6  million,
respectively,  an increase of $214,600  and  $626,700  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 nine
months ended September 30, 2005, net loans averaged $57.0 million as compared to
$40.6  million  for the first nine  months of fiscal  year 2004,  an increase of
$16.4 million or 40.4%.  The increased income from loans helped offset increases
in interest expense of $195,900 or 70.4% and $495,800 or 65.4% for the three and
nine months ended  September 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  eleven  increases in the targeted
Federal Funds rate since June 30, 2004.  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 2.47% for the nine months ended
September  30, 2005  compared to 3.23% for the nine months ended  September  30,
2004.  Net interest  margin  decreased to 2.71% for the 2005 period  compared to
3.43% for the 2004 period.

Provision for Loan Losses.  The provision for loan losses was $8,000 and $69,500
for the three and nine months ended September 30, 2005,  respectively,  compared
to $32,500 and $101,500 for the three and nine months ended  September 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
September 30, 2005,  the Bank's  allowance for loan losses was $378,300 or 0.61%
of the gross loan portfolio.

Noninterest  Income.  Noninterest income was $102,600 and $280,500 for the three
and nine months ended September 30, 2005, respectively,  compared to $62,700 and
$165,600 for the three and nine months ended  September 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.

                                       14

<PAGE>

Noninterest Expense. Noninterest expense was $620,400 and $635,300 for the three
months ended  September  30, 2005 and 2004,  respectively,  and  $1,840,800  and
$2,001,200 for the nine months ended September 30, 2005 and 2004,  respectively.
The decrease in  noninterest  expense for the  nine-month  period of $160,400 or
8.0% was due primarily to the absence of the data processor  conversion  related
expenses  incurred during 2004. During the nine months ended September 30, 2004,
expenses  related  to the  conversion  of the data  processor  totaled  $110,800
compared  to  no  such  expenses  during  the  current  year.  The  decrease  in
noninterest  expense for the three-month period of $14,900 or 2.4% was primarily
due to lower compensation and benefits expense.

Compensation  and benefits  expense  increased  decreased by $41,200 or 13.9% to
$254,300  for the three  months ended  September  30, 2005  compared to $295,400
$295,500 for the three months ended  September 30, 2004 and decreased by $46,300
or 5.7% to $768,600 for the nine months  ended  September  30, 2005  compared to
$814,900  for the nine  months  ended  September  30,  2004.  The  FASB  No.  91
accounting entry for the three and nine months ended September 30, 2005 resulted
in a deferred salaries expense  reduction of $24,200 and $67,300,  respectively.
No such entry was made during the three and nine months ended September 30, 2004
as the Company  implemented  this  accounting  standard  in 2005.  Additionally,
employee  education expense decreased by $27,200 or 81.4% to $6,200 as extensive
employee training for the data processor  conversion was not incurred during the
nine months  ended  September  30,  2005 as it was during the nine months  ended
September 30, 2004. Further, retirement fund expense decreased by $1,100 or 2.6%
to $40,900 during the nine months ended September 30, 2005.

Advertising  expenses decreased $26,800 or 64.7% to $14,600 for the three months
ended September 30, 2005 and decreased $53,600, or 42.2% to $73,400 for the nine
months ended  September  30, 2005 compared to $41,400 and $127,000 for the three
and nine months ended  September 30, 2004. The reduction was due primarily to no
longer  having  the  need to  market  the new  main  office  and the

                                       15

<PAGE>

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 $2,700 or 8.2% to $30,100 for the
three months ended September 30, 2005 and decreased $22,800, or 20.3% to $89,600
for the nine months ended  September  30, 2005  compared to $32,800 and $112,400
for the three and nine months ended  September  30, 2004.  The reduction was due
primarily  to not having the startup  expenses  associated  with opening the new
location experienced during the 2004 periods.

Computer and data  processing  expense  increased by $13,400 or 24.2% to $68,800
for the three months ended  September 30, 2005 compared to $55,400 for the three
months ended September 30, 2004 increased by $12,900 or 7.8% to $177,800 for the
nine  months  ended  September  30, 2005 and  compared to $164,900  for the nine
months ended  September 30, 2004.  The increase  reflects  additional  technical
assistance  during the  period,  the receipt of certain  introductory  discounts
during the prior year and bank growth.

Professional  fees  increased  $19,900 or 331.7% to $25,900 for the three months
ended September 30, 2005 and decreased  $7,200,  or 8.6% to $76,600 for the nine
months ended September 30, 2005 compared to $6,000 and $83,800 for the three and
nine months ended  September 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 September  30, 2005 is  $531,700.  The  increases in the
valuation  allowance  for the nine months ended  September  30, 2005 of $113,200
relates to the net losses incurred in 2005.

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

         The Company's total assets as of September 30, 2005 were $70.0 million,
an increase of $6.5  million or 10.2% 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  $6.7  million,  or 17.0%.  Net  loans  receivable  increased  by $9.9
million, or 19.1%, which reflected our continued  marketing efforts.  Commercial
loans  increased  $1.6  million  or  23.1%  and  increased  to 13.9% of the loan
portfolio at September  30, 2005 from 10.2% at December 31, 2004.  The Company's
investment  securities  decreased  by  $30,100,  or 1.3%,  to $2.27  million  at
September  30, 2005 from $2.30 million at December 31, 2004 due to maturities of
securities.  Premises and equipment decreased $157,300,  or 6.3%, due to current
year  depreciation.  The Company's cash and cash equivalents as of September 30,
2005 were $2.4  million,  a decrease of $3.4  million from  December 31,  2004's
level of $5.8  million.  This  decrease is due primarily to the maturity of $3.0
million in Federal Home Loan Bank

                                       16

<PAGE>

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 September 30, 2005.

         Liabilities  increased by $6.8 million,  or 11.3%, to $67.2 million due
primarily  to a $6.5  million,  or  14.1%,  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  $500,000 or 3.9% to $12.5 million at
September  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. During the
quarter ended September 30, 2005, the Company drew an additional $500,000 on its
line of credit from The  Bankers'  Bank to infuse  additional  capital  into the
Bank.  Total  outstandings on this line are now $1.25 million.  At September 30,
2005, the line was  collateralized by marketable  securities with a market value
of $1.7 million and due at maturity on March 31, 2006. On November 18, 2005, the
line was restructured to be secured by all of the Bank's  outstanding  stock and
to release the marketable securities from pledge and to revise the maturity date
to November 30, 2005.  The interest rate on this borrowing is equal to the prime
rate plus 0.25%. Interest is payable monthly and principal is due at maturity on
November 30, 2005.

         Stockholders'  equity  decreased to $2.8 million at September  30, 2005
from $3.2  million at December 31, 2004.  The decrease in  stockholders'  equity
principally reflects $332,700 in losses during the period.

ASSET QUALITY

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

                                               September 30,      December 31,
                                                   2005              2004
                                                 --------          --------

Non-accrual loans                                $ 87,600          $131,000
Accruing loans past due 90 days or more           118,400           165,000
                                                 --------          --------
   Total non-performing loans                     206,000           296,000
Foreclosed assets                                       0                 0
                                                 --------          --------
   Total non-performing assets                   $206,000          $296,000
                                                 ========          ========

Non-accrual  loans at September  30, 2005  consisted of 3 loans.  There were two
accruing loans past due 90 days or more at September 30, 2005.

At September  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.

                                       17

<PAGE>

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

                                                     Nine Months Ended
                                                        September 30,
                                               -------------------------------
                                                  2005                 2004
                                               ---------            ---------

        Balance, beginning of period           $ 319,937            $ 180,955
        Loans charged off                        (16,192)             (13,091)
        Loan recoveries                            5,086                  717
                                               ---------            ---------
             Net charge-offs                     (11,106)             (12,374)

        Provision for loan losses                 69,500              101,500
                                               ---------            ---------

        Balance, end of period                 $ 378,331            $ 270,081
                                               =========            =========

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

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. The Company
currently has $102,000 in cash and marketable  securities at the holding company
level.  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  which  currently
preclude the payment of dividends without prior OTS approval.

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 September 30, 2005,  totaled $2.4 million
compared  to $5.8  million at  December  31,  2004.  The Bank's  cash flows were
provided mainly by financing activities, including $6.5 million from net deposit
increases.  Operating  activities  used  provided  $15,800  in cash for the nine
months ended  September  30, 2005 compared to $598,600 used in cash for the nine
months ended  September  30, 2004.  The Bank used cash flows of $9.9 million for
its investing  activities  primarily to fund an increase in gross loans of $10.0
million.

At September 30, 2005, the Bank had  outstanding  commitments to originate loans
totaling  $2.1  million,  excluding  $1.4 million in unused home equity lines of
credit  and  $53,300  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  September  30,  2005,  totaled

                                       18

<PAGE>

$25.6  million.  Management  believes  that a  significant  percentage  of  such
deposits will remain with the Bank.

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 September 30, 2005, the Bank satisfied the capital requirements
under  OTS  regulations  with  leverage  ratio  of 5.72%  and  Tier 1 and  Total
Risk-Based Capital ratios of 9.86% and 10.79%, 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 Bank's status as well-capitalized  while continuing to grow assets.
The Company has  previously  borrowed on a line of credit from The Banker's Bank
to fund a capital  injection  into the Bank.  In  September  2005,  the  Company
increased the amount borrowed on this line to $1.25 million,  substantially  all
of which has been used to increase Bank capital.  This borrowing currently comes
due on November 30,  2005.  The lender has advised the Company that it will only
renew this line if the Company provides additional collateral or guarantees.  It
is the  Company's  intent  to seek a  renewal  of the line  until  it can  raise
sufficient  new  equity  capital  to pay off the line and  provide  the  capital
required  for   additional   growth   although  the  form  and  method  of  such
capital-raising has not been definitively  determined at this date. In the event
the Company is unable to raise equity capital,  it may seek another extension of
the line,  secure a substitute  borrowing  or raise equity  capital in a smaller
amount.


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

                                       19

<PAGE>

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.

                                       20

<PAGE>

Part II
                                OTHER INFORMATION


ITEM 6.  EXHIBITS
         --------
<TABLE>
<CAPTION>
         The  following  exhibits are either being filed with or incorporated by
         reference  in this quarterly report on Form 10-QSB:
<S>             <C>

         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
</TABLE>

     ---------------
     *    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).

                                       21

<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: November 18, 2005             /s/William M. Tandy
                                    --------------------------------------------
                                    William M. Tandy, President
                                    (Duly Authorized Representative)


Date: November 18, 2005             /s/Michael D. Wortham
                                    --------------------------------------------
                                    Michael D. Wortham, Vice President
                                    (Chief Financial Officer)

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